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Directors Report of Ranklin Solutions Ltd.

Mar 31, 2011

Dear Members,

I am delighted to present on behalf of the Board of Directors the 16th Directors' Report on our business and operations of the company together with the Audited Balance Sheet, Profit and Loss Account of the company for the financial year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS:

Financial results for the year under review and as well as previous year are as follows.

(Rs. In Lacs)

Particulars Year ended Yearended 31.03.2011 31.03.2010

Income from Operations 4775.60 4129.60

Other Income 0.00 4.61

PBIDT 1029.94 934.38

Depreciation 199.10 101.46

Profit Before Tax (PBT) 830.81 832.92

Provision for Tax 220.82 143.61

Profit After Tax (PAT) 609.99 689.31

FINANCIALS:

The turnover of the company during the year is Rs.4775 Lakhs as compared to Rs.4129 Lakhs in the previous year. The company recorded the net Profit of Rs. 571.05 Lakhs during the year in comparison with net Profit of Rs 689.31 Lakhs of Previous year. The company is continuously endeavoring to achieve its objectives and implementing new plans to grab new opportunities in the IT sector.

OPERATIONS:

During the year under review the Company posted a better performance due to various on-going and existing contracts. Considering the recession and pressure on the margins of software industry the Company as part of its diversification plan to mitigate the impact of foregoing, has amended its objects facilitating to venture into trading of gold and jewellery and other ornaments by utilizing the experience of the promoters in this field as well as to set-up small hydro power generation units.

DIVIDEND:

Based on the Company's performance, the Directors are pleased to recommend for approval of the Members a Final Dividend of 5% i.e., Rs. 0.50 per equity share for the financial year ending 31st March, 2011. The final Dividend on the Equity shares, if declared as above, would involve an outflow of Rs. 25.2 Lakhs towards dividend and Rs.4.19 Lakhs towards dividend tax, resulting in total outflow of Rs.29.39 Lakhs.

FIXED DEPOSITS:

Your Company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS:

During the year under review Mr. K.S.Chakravarthi and P.Venkateswara Rao were resigned on 03.12.2010 and 10.02.2011 respectively from the Board of Directors.

Further Mr. A. Vijaya Ramaraju was appointed as Additional Director W.e.f.10.02.2011.

DIRECTORS RESPONSIBILITIES STATEMENT:

In pursuance of Section 217(2AA) of the Companies Act, 1956 the Directors of your Company hereby confirm that:

(i) That in the preparation of Annual Accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) That 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 at the end of the financial year ended 31st March, 2011 and of the Profit and loss of the company for that period;

(iii) That 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;

(iv) That the directors have prepared the annual accounts on a going concern basis for the financial year 2010-11.

EMPLOYEE STOCK OPTION SCHEME:

Pursuant to the Special Resolution passed by the Members at the Extra- ordinary General Meeting held on December 1st, 2010, Ranklin Solutions Limited has introduced Employees Stock Option Scheme-2010 (Ranklin ESOS - 2010) to enable the employees of the Company to participate in the future growth and financial successes of the Company. Out of 20,00,000 stock options under 'Ranklin ESOS - 2010' with each option convertible into one equity share of Rs. 10/- each, the Board of Directors of your Company, based on the recommendations of the Remuneration Committee, granted 20,00,000 stock options to its eligible employees, on December 3rd 2010.

MANAGEMENT'S DISCUSSION ANALYSIS:

Management's Discussion and Analysis report is enclosed to this report as Annexure – A

CORPORATE GOVERNANCE:

Report on Corporate Governance along with Company Secretaries Certificate on Compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure-B to this report

AUDITORS:

M/s P.S.Nagaraju & Co, Chartered Accountants, retire at the conclusion of the ensuing AGM and being eligible offer themselves for reappointment for the financial year 2011-2012. Your Company has received a certificate from the said Auditors to the effect that their re- appointment if made would be in accordance with the provisions of Sections 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs. 5,00,000/- per month, if employed for the part of year or Rs.60,00,000/- per annum during the financial year 2010-11 .

AUDIT COMMITTEE:

Pursuant to Section 292A of the Companies Act, 1956, the Board has constituted the Audit Committee consisting three directors of the Company. The functions as envisaged in the said section have already been delegated to the Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy: The operations of the Company are not energy extensive. However, company has taken necessary steps to minimize the Energy consumption as far as possible.

b) Technology absorption: Not Applicable

HUMAN RESOURCES

Your Company is powered by a group of talented IT & consulting professionals. An effective retention strategy and pride of being associated with the resurrection has helped to bring a marked improvement in the retention of key Associates. Acquiring top talent continues to be one of our primary objectives.

The Performance and Potential Management System was revamped to offset the limitations of a traditional career management program. Associates now have the distinct opportunity to choose either a specialist or managerial career path at key infection points in the organization. This enables the right cross matching of opportunities with individual aspirations and helps to provide a well rounded industry exposure to Associates.

Leadership development and capability enhancement continues to be the focus areas for the organization. Our investments in enhancing the skill levels and successfully deploying talent have helped enhance utilization levels across the company. To continually strengthen our Associates skills - from entry level programmers to lateral hires, a variety of classroom and action learning interventions have been rolled out.

Great emphasis is being placed on building young leaders and programs such as Global Leadership Cadre (GLC) and Shadow Board help unearth young, aspiring talent and provide them with high-octane, growth accelerating roles.

ACKNOWLEDGEMENTS:

Your Directors also place on record their heart felt gratitude for the support extended and confidence reposed by the customers, shareholders, employees, Central and State Government agencies and suppliers and look forward for the same in future.

For and on behalf of the Board

Sd/-

Place : Hyderabad (M.J.V.V.D.PRAKASH)

Date : 03-09-2011 Chairman & Managing Director


Mar 31, 2010

I am delighted to present on behalf of the Board of Directors the 15th Directors Report on our business and operations of the company together with the Audited Balance Sheet, Proft and Loss Accounts of the company for the fnancial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

Financial results for the year under review and as well as previous year are as follows.

(Rs. In Lacs) Particulars Year ended Yearended 31.03.2010 31.03.2009

Income from Operations 4129.60 3269.63

Other Income 4.61 4.87

PBIDT 934.38 734.97

Depreciation 101.46 65.34

Proft Before Tax (PBT) 832.92 669.63

Provision for Tax 143.61 107.36

Proft After Tax (PAT) 689.31 562.27

FINANCIALS:

The turnover of the company during the year is Rs.4130 Lakhs as compared to Rs.3270 Lakhs in the previous year. The company has recorded the net proft of Rs. 689.31 Lakhs during the year in comparison with net proft of Rs 562.27 Lakhs of Previous year. The company is continuously endeavoring to achieve its objectives and implementing new plans to grab new opportunities in the IT sector.

OPERATIONS:

During the year under review the Company posted a better performance due to various on-going and existing contracts. Considering the recession and pressure on the margins of software industry the Company as part of its diversifcation plan to mitigate the impact of foregoing, has amended its objects facilitating to venture into trading of gold and jewellery and other ornaments by utilizing the experience of the promoters in this feld as well as to set-up small hydro power generation units.

DIVIDEND:

Based on the Companys performance, the Directors are pleased to recommend for approval of the Members a Final Dividend of 10% i.e., Rs. 1.00 per equity share for the fnancial year ending 31st March, 2010. The fnal Dividend on the Equity shares, if declared as above,

would involve an outfow of Rs. 50.4 Lakhs towards dividend and Rs.8.56 Lakhs towards dividend tax, resulting in total outfow of Rs.58.96 Lakhs.

CAPITAL

The members of the Company approved the following resolutions through postal ballot to which the results were declared on 15th April, 2010

a) Increase of Authorised Capital to Rs.18.00 Crores

b) Issue of 25,00,000 Share Warrants to the Promoters and PACs

c) Issue of GDRs/ ADRs/ FCCBs to the extent of Rs.100 Crores

FIXED DEPOSITS:

Your Company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

DIRECTORS:

During the year no changes have been taken place in the Board of Directors from last Annual General Meeting to till date.

Mr.M.Satish Kumar & K.S.Chakarathy will retire by rotation at the ensuing AGM and eligible for re-appointment who offer themselves.

DIRECTORS RESPONSIBILITIES STATEMENT:

In pursuance of Section 217(2AA) of the Companies Act, 1956 the Directors of your Company hereby confrm that:

(i) That in the preparation of Annual Accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) That 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 at the end of the fnancial year ended 31st March, 2010 and of the proft and loss of the company for that period;

(iii) That the directors have taken proper and suffcient 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;

(iv) That the directors have prepared the annual accounts on a going concern basis for the fnancial year 2009-10.

MANAGEMENTS DISCUSSION ANALYSIS:

Managements Discussion and Analysis report is enclosed to this report as Annexure - A

CORPORATE GOVERNANCE:

Report on Corporate Governance along with Auditors Certifcate on Compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure-B to this report.

AUDITORS:

M/s P.S.Nagaraju & Co, Chartered Accountants, retire at the conclusion of the ensuing AGM and being eligible offer themselves for reappointment for the fnancial year 2010-2011. Your Company has received a certifcate from the said Auditors to the effect that their re- appointment if made would be in accordance with the provisions of Sections 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

During the year none of the employees of the company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, hence the same is not furnished.

AUDIT COMMITTEE:

Pursuant to Section 292A of the Companies Act, 1956, the Board has constituted the Audit Committee consisting three directors of the Company. The functions as envisaged in the said section have already been delegated to the Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy: The operations of the Company are not energy extensive. However, company has taken necessary steps to minimize the Energy consumption as far as possible.

b) Technology absorption: Not Applicable

c) Foreign exchange earnings and outgo:

(Rs. In lacs)

2009-10 2008-09

Foreign Exchange earnings 263 142

Foreign Exchange outgo Nil Nil

HUMAN RESOURCES

Your Company appreciates the endeavors and contribution made by the employees in achieving the object of the organization as a dedicated team of the Company. Human resource being an eminent source of achieving the objects of an organization your company put all possible efforts to attract and retain quality persons.

The HR function has been restructured to align with the new business structure. This re- organization has created multiple opportunities for leadership growth and has empowered the next generation of leaders. A host of new leadership development programmes have been developed to equip the potential leaders to meet with business challenges. The training programs at the entry level as well as the continuous learning programs covering technology, domain and project management practices have been enhanced to ensure that the Companys commitment of Experience certainty.

ACKNOWLEDGEMENTS:

Your Directors also place on record their heart felt gratitude for the support extended and confdence reposed by the customers, shareholders, employees, Central and State Government agencies and suppliers and look forward for the same in future.

For and on behalf of the Board Sd/- Place : Hyderabad (M.J.V.V.D.PRAKASH) Date : 02-09-2010 Chairman & Managing Director

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