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Directors Report of Omnitech InfoSolutions Ltd.

Mar 31, 2014

The Members of Omnitech InfoSolutions Limited

The Directors have pleasure in presenting the 24th Annual Report together with the audited accounts of the company for the year ended 3lst March 2014.

I. FINANCIAL HIGHLIGHTS:

The Performance of the Company for the financial year ended March 31, 2014 is summarised below: Rs. In lacs)

PARTICULARS 2013-14 2012-13

Income from Operations 19131.15 44938.80

Profit before Interest, Depreciation and Tax (PBIDT) - 11547.94

Interest including finance expenses 3103.50 2658.04

Depreciation 6244.34 5329.22

Profit before Tax (PBT) -13587.02 3560.68

Provision for Taxation including FBT & Deferred Tax 1061.10 1691.02

Profit after Tax (PAT) -14648.12 1869.66

Balance brought forward from previous year 20813.07 19301.77

Transfer back of amount appropriated for Dividend and Dividend 263.36 - Tax

Amount Available for Appropriation 6428.31 21171.43

Appropriations:

Proposed Dividend - 225.03

Dividend Tax - 38.33

General Reserve - 95.00

Balance Carried Forward to Balance Sheet 6428.31 19301.78



II. REVIEW OF PERFORMANCE

a. Operating Results;

During the Year, your Company achieved income from Operations amounting to Rs.19131.15 iacs as compared to Rs. 44938.90 iacs in the previous year thereby recording an decrease of 57.42%. The Net Loss after tax for the year was Rs. 14648.12 lacs as compared to a Net Profit after tax of Rs. 1869.66 lacs in the previous year.

Last year has been very challenging for Your Company, due to economic slowdown, global uncertainty, competition and rising interest costs and also due to our subsidtaries in Europe and Asia facing the similar challenges.

Your Company htis been able to make an agreement with its lending banks to restructure its borrowings through Corporate Debt Restructuring Mechanism (CDR) in such a way, which is needed to restore the normalcy in business and come out of this challenging phase. Your company hopes to have the CDR implemented during the year 2014-15.

b. Financing Cost:

The Finance Cost has increased by Rs 445.45 lacs as compared to the previous year, which is mainly due to raising of additional working capital facility.

III. DIVIDEND

Your Board of Directors recommends no dividend for the year 2013-14.

IV. FIXED DEPOSITS

Your company accepted deposits from the public during the year.

V. SUBSIDIARY COMPANIES

The Company has the following 4 subsidiaries as on 31st March, 2014.

- Omnitech Technologies Inc. USA

- Europe Omnitech Technology Services B.V., Netherlands

- Omnitech Services Pte. Ltd., Singapore

- Omnitech (Singapore) Holding Pte Ltd, Singapore

The Company has the following 4 step down subsidiaries as on 31st March, 2014.

1. Avensus Nederland B.V

2. Omnitech (UK) Technologies Ltd

3. Omnitech Services Limited, Hongkong

4. Omnitech Services Japan Co. Ltd.

5. Omnitech Australia Pty Ltd.

As required under the provisions of Section 212 of the Companies Act, 1956, a statement showing the holding company''s interest in the subsidiary companies forms part of the Annual Report.

VI. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in presenting Consolidated Financial Statements which form part of the Annual Report. However, since there has not been any operation in Omnitech (Singapore) Holding Pte Ltd, Singapore, Omnitech (UK) Technologies Ltd. During the Financial Year 2013-14, its accounts have not been considered for consolidation.

VII. QUAUTY

Your company recognizes quality as an important differentiator in industry. Therefore, it has well defined stringent quality standards with customer focus and management commitment and involvement across hierarchies. Your company has been certified for ISO 9001:2008 ISO 20000:2005, ISO 27001:2005 and BS 25999:2007. These certifications reflect that your Company has well defined Quality processes and procedures in place, which lead to total customer satisfaction as regards Quality Management.

Quality Policy: "To achieve business leadership in IT solutions and services through customer loyalty, satisfaction & trust, integrating innovative technology, quality processes, secured information, resilient infrastructure &. trained manpower supported by effective customer relationship & efficient services."

VIII. HUMAN RESOURCES

Your company employed a total of 151 employees as on 31st March, 2014. Due to scaling down of business as enumerated under Review of Performance, the manpower has drastically gone down as compared to last year. However, your Company will continue to strive hard to scale up the business, thereby hiring and nurturing the professionals.

While the work culture emphasizes leadership through teamwork, your Company stresses individual growth through innovation as your Company believes that progress is a dynamic process that continually throws up challenges demanding innovative solutions from creative thinkers.

Your Company''s personnel policies are hence aimed at nurturing the professional growth of employees by providing a stimulating work environment, a variety of challenges, and a host of material rewards.

IX. CORPORATE GOVERNANCE

A report on Corporate Governance along with Auditors'' certificate on compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement, is provided elsewhere in the Annual report.

X. CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that society is one of Its important stakeholders and approaches its social responsibility as a corporate citizen. Reaffirming its role as a contributing member of the social and economic milieu it occupies, the Company aligns its business operations with social values. As a responsible corporate citizen, the Company is committed to extend its hand to the under privileged in areas of education, healthcare, etc.

XI DIREaORS

In terms of the Articles of Association of your Company and relevant provisions of the Companies Act, 2013 and rules made thereunder, Mr. Devarshi D. Buch retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Further, pursuant to the provisions of Section 149,150,152 read with Schedule IV of the Companies Act, 2013 and clause 49 of listing agreement, Mr. Vasudeva

V. Kamath, Dr. Ram K. Mangal and Dr. Kalimohan Bhattacharya are proposed to be appointed as Non-executive Independent Directors, not liable to retire by rotation at the ensuing Annual General Meeting.

Brief Resume of the Directors proposed to be reappointed, nature of their expertise in specific functionai areas, the names of the Companies in which they hold Directorships & memberships/chairmanships of Board Committees and their shareholdings in the Company, as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India, are provided in the Notice of Annual General Meeting.

XM. AUDITORS'' REPORT

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

Your Directors request you to appoint Auditors for the Financial Year 2014-15. In this regard, attention of the Members is invited to Item 3 of the accompanying Notice convening forthcoming Annual General Meeting.

XIII. STATUTORY INFORMATION

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 217|l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of continued Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure ''A'' included in this report.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure ''B'' to this Report As required by SEBI (ESOP 8i ESOS) Guidelines, 1999, the relevant disclosure is set out in the Annexure ''C to this report.

XIV. DIREaORS'' RESPONSIBILITY STATEMENT

Based on representations from the Management, the Directors state, in pursuance of Section 217 (2AA) of the Companies Act, 1956, that;

i) the Company has, in the preparation of the annual accounts for the year ended 31st March 2014, followed the applicable accounting standards along with proper explanations relating to material departures, if any; ''

ii) the Directors have 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 as at 31st March 2014 and of the profit of the Company for the financial year ended 31st March 2014;

ill) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts on a going concern basis.

XV. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank ail the Shareholders, Customers, Vendors, Bankers, and Regulatory & Government Authorities for the strong support that they have continued to extend to your Company.

The Board also takes this opportunity to place on record its appreciation of the outstanding performance and dedication of your Company''s employees at all levels, without whose commitment the achievement of results as indicated above could not have been possible.

By Order of the Board of Directors Omnitech InfoSolutions Limited

Sd/- Sd/- (Atui Hemani) (Avinash Pitaie) Managing Director & Jt. Managing Director CEO

Place: Mumbai Date: 28th May, 2014


Mar 31, 2013

The Members of Omnitech Info Solutions Limited

The Directors have pleasure in presenting the 23rd Annual Report together with the audited accounts of the company for the year ended 31st March 2013.

I. FINANCIAL HIGHLIGHTS:

The Performance of the Company for the financial year ended 31st March, 2013 is summarized below:

(Rs. in Lacs) PARTICULARS 2012-13 2011-12

Income from Operations 44,938.80 42,093.79

Profit before Interest, Depreciation and 11,547.94 13,549.54

Tax (PBIDT)

Interest including finance expenses 2,658.04 1,431.19

Depreciation 5,329.22 3,746.15

Profit before Tax (PBT) 3,560.68 8,372.20

Provision for Taxation including FBT & 1,691.02 2,870.00

Deferred Tax

Profit after Tax (PAT) 1,869.66 5,502.19

Balance brought forward from 19,301.77 14,828.98

previous year

Amount Available for Appropriation 21,171.43 20,331.18

Appropriations:

Proposed Dividend 225.03 412.29

Dividend Tax 38.33 66.90

General Reserve 95.00 550.22

Balance Carried Forward to Balance 19301.78 14828.98

Sheet

II. REVIEW OF PERFORMANCE

a. Operating Results

During the Year, your Company achieved Income from Operations amounting to Rs.44938.90 lacs as compared to Rs. 42093.79 lacs in the previous year thereby recording an increase of 6.76%. The Net Loss after tax for the year was Rs.1869.66 lacs as compared to Rs. 5502.20 lacs in the previous year, thereby an decrease of 66.02 %.

b. Finance Cost

The Finance Cost has increased by Rs 1226.86 lacs as compared to the previous year, which is mainly due to raising of additional working capital facility.

III. DIVIDEND

Your Board of Directors recommends Dividend @ 15%. i.e. Rs. 1.5 per equity share for the year ended 31st March, 2013. Dividend as recommended if declared will absorb Rs. 225.03 lacs for the payment to the shareholders and Rs. 38.33 lacs as Corporate Dividend Tax.

IV. FIXED DEPOSITS

Your company has accepted deposits from the public during the year.

V. SUBSIDIARY COMPANIES

The Company has the following 4 subsidiaries as on 31st March,2013.

1. Omnitech Technologies Inc. USA

2. Europe Omnitech Technology Services B.V., Netherlands

3. Omnitech Services Pte. Ltd., Singapore

4. Omnitech (Singapore) Holding Pte Ltd, Singapore

The Company has the following 4 step down subsidiaries as on 31st March, 2013.

1. Avensus Netherland B.V *

2. Omnitech (UK) Technologies Ltd **

3. Omnitech Services Limited, Hongkong ***

4. Omnitech Services Japan Co. Ltd. ****

5. Omnitech Australia Pty Ltd. *****

As required under the provisions of Section 212 of the Companies Act, 1956, a statement showing the holding company''s interest in the subsidiary companies forms part of the Annual Report. *Europe Omnitech Technology Services B.V., Netherlands holds 95% shares of Avensus Netherland B.V

** Europe Omnitech Technology Services B.V., Netherlands also have a step down subsidiary viz. Omnitech (UK) Technologies Ltd.

***Omnitech Services Pte. Ltd., Singapore holds 100% shares of Omnitech Services Limited, Hongkong

****Another subsidiary, Omnitech Services Pte. Ltd., Singapore formed a step down subsidiary viz. Omnitech Services Japan Co. Ltd, Japan.

***** During the Year 2012- 13, Omnitech Services Pte. Ltd, Singapore formed a step down subsidiary viz. Omnitech Australia Pty. Ltd.

VI. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in presenting Consolidated Financial Statements which form part of the Annual Report. However, since there has not been any operation in Omnitech (Singapore) Holding Pte Ltd, Singapore, Omnitech (UK) Technologies Ltd. During the Financial Year 2012-13, its accounts have not been considered for consolidation.

VII. QUALITY

Your company recognizes quality as an important differentiator in industry. Therefore, it has well defined stringent quality standards with customer focus and management commitment and involvement across hierarchies. During the Year, your company has been certified for ISO 9001:2008 ISO 20000:2005, ISO 27001:2005 and BS 25999:2007. These certifications reflect that your Company has well defined Quality processes and procedures in place, which lead to total customer satisfaction as regards Quality Management.

Quality Policy: "To achieve business leadership in IT solutions and services through customer loyalty, satisfaction & trust, integrating innovative technology, quality processes, secured information, resilient infrastructure & trained manpower supported by effective customer relationship & efficient services"

VIII. HUMAN RESOURCES

Your company employed a total of 1259 employees as on 31st March, 2013. Your Company is driven by a team of dedicated professionals - a highly qualified team that is customer-focused, obsessed with excellence, and believes in product leadership

and people power. Your company focuses on long term career aspirations of its employees, providing them with both a platform and a launching pad to success.

While the work culture emphasizes leadership through teamwork, your Company stresses individual growth through innovation as your Company believes that progress is a dynamic process that continually throws up challenges demanding innovative solutions from creative thinkers.

Your Company''s personnel policies are hence aimed at nurturing the professional growth of employees by providing a stimulating work environment, a variety of challenges, and a host of material rewards.

As informed by your Company to you in the Directors Report for the financial year 2011-12, the Company had taken a few initiatives like vEngage, Paathshala and Ask HR aiming at a better employee satisfaction.

During the year 2012-13, your Company continued those initiatives and strived hard for better employment satisfaction.

During the year, your Company granted 3751 further options to selected employee under Omnitech ESOS 2009 to reward their performance, dedication and hard work towards your company. These options have been granted at a price of Rs.150/- per option.

IX AWARDS & RECOGNITIONS

During the year, your Company was recognized and awarded with the following:

1. Ranked among the "Dream Companies" to work with in ''DQ CMR

Best Employer Survey 2012''

2. Deloitte Technology Fast 500 Asia Awards

3. Global Services 100 award

4. CRN Xcellence Awards for ''Best Managed Services Provider - Large''

5. Omnitech ranked 114 in DQ Top 20 Awards

X. CORPORATE GOVERNANCE

A report on Corporate Governance along with Auditors'' certificate on compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement, is provided elsewhere in the Annual report.

XI. CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that society is one of its important stakeholders and approaches its social responsibility as a corporate citizen. Reaffirming its role as a contributing member of the social and economic milieu it occupies, the Company aligns its business operations with social values. As a responsible corporate citizen, the Company is committed to extend its hand to the under privileged in areas of education, healthcare, etc.

XII. DIRECTORS

In terms of the Articles of Association of your Company, Dr. Kalimohan Bhattacharya and Mr. Avinash Pitale retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Brief Resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, the names of the Companies in which they hold Directorships & memberships/chairmanships of Board Committees and their shareholdings in the Company, as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India, are provided in the Notice of Annual General Meeting.

XIII. AUDITORS'' REPORT

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

Your Directors request you to appoint Auditors for the Financial Year 2013-14. In this regard, attention of the Members is invited to Item No 5 of the accompanying Notice convening forthcoming Annual General Meeting.

XIV. STATUTORY INFORMATION

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of continued Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure ''A'' included in this report.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure ''B'' to this Report

As required by SEBI (ESOP & ESOS) Guidelines, 1999, the relevant disclosure is set out in the Annexure ''C'' to this report.

XV. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on representations from the Management, the Directors state, in pursuance of Section 217 (2AA) of the Companies Act, 1956, that:

i. the Company has, in the preparation of the annual accounts for the year ended 31st March 2013, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

ii) the Directors have 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 as at 31st March 2013 and of the profit of the Company for the financial year ended 31st March 2013;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts on a going concern basis.

XVI. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all the Shareholders, Customers, Vendors, Bankers, and Regulatory & Government Authorities for the strong support that they have continued to extend to your Company.

The Board also takes this opportunity to place on record its appreciation of the outstanding performance and dedication of your Company''s employees at all levels, without whose commitment the achievement of results as indicated above could not have been possible.

Place: Mumbai By Order of the Board of Directors

Date: 28th May, 2013 Omnitech InfoSolutions Limited

Sd/- Sd/-

(Atul Hemani) (Avinash Pitale)

Managing Director & CEO Jt. Managing Director


Mar 31, 2011

The Members of

Omnitech Info Solutions Limited

The Directors have pleasure in presenting the 21st Annual Report together with the audited accounts of the company for the year ended 31st March 2011.

I. FINANCIAL HIGHLIGHTS:

The Performance of the Company for the financial year ended March 31, 2011 is summarised below:

(R In Lacs)

PARTICULARS 2010-11 2009-10

Income from Operations 31625.12 21649.66

Profit before Interest, Depreciation and Tax (PBIDT) 10472.71 7057.12

Interest including Finance Expenses 590.54 462.45

Depreciation 2449.48 1565.89

Profit before Tax (PBT) 7432.69 5028.80

Provision for Taxation including FBT & Deferred Tax 2285.17 1089.84

Profit after Tax (PAT) 5147.52 3938.96

Balance brought forward from previous year 10645.47 7150.61

Amount Available for Appropriation 15792.99 11089.57

Appropriations:

Proposed Dividend 374.23 207.88

Dividend Tax 62.16 35.33

General Reserve 527.62 200.89

Balance Carried Forward to Balance Sheet 14828.98 10645.47

II. REVIEW OF PERFORMANCE

a. Operating Results:

Your Company continued to achieve strong and desired growth in the financial year 2010-11 into international as well as domestic markets. In the current slowdown where companies were looking at reducing costs, your Company offered its customers a solution that can help them to reduce the costs substantially and this has helped your Company to post a healthy growth rate in spite of the current economic downturn. It has also helped your Company to renew most of the contracts with existing customers.

During the Year, your Company achieved Income from Operations amounting to R31625.12 Lacs as compared to R21649.66 Lacs in the previous year thereby recording an increase of 46.08%. The Net Profit after tax (PAT) for the year was R5147.52 Lacs as compared to R3938.96 Lacs in the previous year, thereby an increase of 30.68%.

b. Financing Cost:

The Finance Cost has increased by R128.10. Lacs as compared to the previous year, which is mainly due to raising of additional working capital facility for covering up the increase in Gross Sales.

III. DIVIDEND

Your Board of Directors recommends Dividend @ 27%. i.e R2.7 per equity share for the year ended 31st March, 2011. Dividend as recommended if declared will absorb R374.23 lacs for the payment to the shareholders and R62.16 Lacs as Corporate Dividend Tax.

IV. FIXED DEPOSITS

Your company has not accepted or invited any deposits from the public during the year.

V. SUBSIDIARY COMPANIES

The Company has the following 4 subsidiaries as on 31st March, 2011.

1. Omnitech Technologies Inc. USA

2. Europe Omnitech Technology Services B.V., Netherlands

3. Omnitech Services Pte. Ltd., Singapore

4. Omnitech (Singapore) Holding Pte Ltd, Singapore

As required under the provisions of Section 212 of the Companies Act, 1956, a statement showing the holding Company's interest in the subsidiary companies forms part of the Annual Report.

During the Year ended 31st March, 2011, the Company's Subsidiary Europe Omnitech Technology Services B.V. acquired 95% stake in Avensus Netherland B.V., a company based in Netherlands.

During the Year ended 31st March, 2011, the Company's Subsidiary Omnitech Services Pte. Ltd., Singapore has formed a wholly- owned subsidiary viz. Omnitech Services Limited, Hongkong.

The operational performance of the Subsidiaries during the year has been as per the projections anticipated by your Company.

VI. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in presenting Consolidated Financial Statements which form part of the Annual Report. However, since there has not been any operations in Omnitech (Singapore) Holding Pte. Ltd during the Financial Year 2010-11, its accounts have not been considered for consolidation.

VII. QUALITY

Your Company recognizes quality as an important differentiator in industry. Therefore, it has well defined stringent quality standards with customer focus and management commitment and involvement across hierarchies. During the Year, your Company has been certified for ISO 9001:2008 ISO 20000:2005, ISO 27001:2005 and BS 25999:2007. These certifications reflect that your Company has well defined Quality processes and procedures in place, which lead to total customer satisfaction as regards Quality Management.

Quality Policy: "To achieve business leadership in IT solutions and services through customer loyalty, satisfaction & trust, integrating innovative technology, quality processes, secured information, resilient infrastructure & trained manpower supported by effective customer relationship & efficient services."

VIII. HUMAN RESOURCES

Your company's HR policies and processes are aligned to effectively drive its expanding business and emerging opportunities. This has been achieved by continuously investing in learning and development programs, creating an employee-friendly work environment, empowering employees at all levels and maintaining well-structured reward and recognition mechanisms. Your company recognizes its employees as Key Assets and strives to retain and attract them.

Your company employed a total of 1125 employees as on 31st March, 2011. During the year, your Company organized various Learning and Development programs for its employees such as Conflict Management, Inter-departmental communication skills, Entry Level Training Program (ELTP) etc. During the year, your company held open House forums to provide transparent platform for employees to share their views, ideas, suggestions, grievances directly with the management etc. During the year, the Company took various other employee friendly initiatives.

During the year, your company organized Dusshera Puja, Holi and various sports events and small get together to combine fun with work.

During the year, your Company granted 19714 further options to 5 selected employees under Omnitech ESOS 2009. These options have been granted at a discounted price of Rs.140/- per option.

Your company has approached various top notch B Schools and colleges across the country. Today the company is one of the preferred places to work for professionals across the country.

IX AWARDS & RECOGNITIONS

During the year, your Company was recognized and awarded with the following:

1. Channel World Premier 100, 2010 Award

2. Kaseya 'Managed Services Award', 2010

3. Forbes Asia Best under Billion Company Award 2010

4. BCI Continuity & Resilience Awards, 2010

5. WebSphere Partner of the Year 2010' award by IBM Software Universe

6. The Second Annual Inc. India 500 Awards (2010)

7. Deloitte Technology Fast 500 Asia Pacific 2010

8. Channel Excellence Awards 2011

9. Channel World Premier 100, 2011 Award

10. Cyberoam Award, 2011

X. CORPORATE GOVERNANCE

A report on Corporate Governance along with Auditors' certificate on compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement, is provided elsewhere in the Annual report.

XI. CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that society is one of its important stakeholders and approaches its social responsibility as a corporate citizen. Reaffirming its role as a contributing member of the social and economic milieu it occupies, the Company aligns its

business operations with social values. As a responsible corporate citizen, the Company is committed to extend its hand to the under privileged in areas of education, healthcare, etc. During the year, your Company participated in various forums for creating awareness for Disaster Management. As a part of Corporate Social Responsibility, your company organised Eye Testing Camp for employees and their families.

XII. DIRECTORS

In terms of the Articles of Association of your Company, Mr. V.V. Kamath, Independent Director and Prof. V. H. Iyer, Independent Director retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Brief Resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, the names of the Companies in which they hold Directorships & memberships/chairmanships of Board Committees and their shareholdings in the Company, as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India, are provided in the Notice of Annual General Meeting.

Further, the tenure of MD & Whole Time Directors has expired. Hence, a resolution is incorporated in the Notice of Annual General Meeting, proposing their re-appointment.

XIII. AUDITORS' REPORT

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

Your Directors request you to appoint Auditors for the Financial Year 2011-12. In this regard, attention of the Members is invited to Item No.5 of the accompanying Notice convening forthcoming Annual General Meeting.

XIV. STATUTORY INFORMATION

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of continued Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure 'A' included in this report.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure 'B' to this Report

As required by SEBI (ESOP & ESOS) Guidelines, 1999, the relevant disclosure is set out in the Annexure 'C to this report.

XV. DIRECTORS' RESPONSIBILITY STATEMENT

Based on representations from the Management, the Directors state, in pursuance of Section 217 (2AA) of the Companies Act, 1956, that:

i) the Company has, in the preparation of the annual accounts for the year ended 31st March 2011, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

ii) the Directors have 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 as at 31st March 2011 and of the profit of the Company for the financial year ended 31st March 2011;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts on a going concern basis.

XVI. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all the Shareholders, Customers, Vendors, Bankers, and Regulatory & Government Authorities for the strong support that they have continued to extend to your Company.

The Board also takes this opportunity to place on record its appreciation of the outstanding performance and dedication of your Company's employees at all levels, without whose commitment the achievement of results as indicated above could not have been possible.

By Order of the Board of Directors

Omnitech InfoSolutions Limited

Sd/- Sd/-

(Atul Hemani) (Avinash Pitale)

Managing Director & CEO Jt. Managing Director

Place: Mumbai

Date: 27th May, 2011





 
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