Mar 31, 2018
DIRECTORSâ REPORT
Dear Members,
The Directors have pleasure in presenting the 28th Directorsâ Report on the business and operations of your Company, for the year ended March 31, 2018.
Financial Highlights
(Amount in Rs. Lakhs)
Stand Alone |
Consolidated |
|||
31-03-2018 |
31-03-2017 |
31-03-2018 |
31-03-2017 |
|
Revenue from Operations |
415.93 |
250.29 |
3595.79 |
3,810.93 |
Other Income |
1519.58 |
1,126.36 |
1530.88 |
1,202.96 |
Total Revenue |
1935.51 |
1,376.65 |
5124.67 |
5,013.89 |
Profit before Interest, Depreciation & Tax (Before Exceptional Items) |
1051.70 |
642.82 |
1111.01 |
764.65 |
Depreciation |
258.33 |
286.02 |
261.77 |
289.13 |
Finance Costs |
16.26 |
1.03 |
16.26 |
4.37 |
Profit before Tax (Before Exceptional Items) |
777.11 |
355.77 |
832.98 |
471.15 |
Exceptional Items |
- |
- |
||
Current Tax |
229.43 |
72.55 |
251.23 |
117.70 |
Deferred Tax |
0 |
0 |
0 |
- |
Profit after Tax |
547.68 |
283.22 |
572.62 |
353.45 |
Dividend (Interim Dividend) |
- |
- |
||
General Reserve |
- |
- |
||
EPS (Basic & Diluted) (in Rs.) |
3.25 |
1.68 |
3.40 |
2.10 |
Review of Operations
During the year under review, your Company recorded income of Rs. 415.93 lakhs from export of software in comparison with previous yearâs income of Rs.250.29 lakhs. Your company achieved net profit of Rs. 547.68 Lakhs for the year in comparison with the previous yearâs net profit of Rs.283.22 Lakhs.
Review of operations of wholly owned subsidiary
SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded total revenue of US$ 5.02 Million for the year 2018 in comparison with the previous yearâs revenue of US$ 5.67 Million. SRI recoded net profit of US$ 38415 for the year 2018 in comparison with the previous yearâs net profit of US$ 107064.
Outlook and Business:
SoftSol India Limited is an IT services company that focuses on enabling businesses to achieve their strategic objectives.
- 10 -
The tech industry is being reshaped in numerous ways. Disruption is evident in software and services delivery, business models, the vast amount of money being poured into startups of all stripes, the cloud, big data, entrepreneurialism, and constant innovation. Against that backdrop, companies can no longer rely on one-note value strategies. Analysts indicate which immediate path holds the most chance for short-term success, but over time, both improving margins and finding new revenue streams are critical for success.
The Company is taking planned steps to diversify its revenue sources by changing its strategic growth plan to move to a hybrid outsourcing model with a focus on products and platforms in addition to services offerings. This strategy enables the Company to capitalize on the opportunities as the world transitions to digital commerce. This transition is prone to challenges as well opportunities which bring potential volatility with it. Fortunately, the Company with its 20 years of experience has demonstrated success in navigating volatility and achieving managed transition to strengthen its long-term foundation. The Company is committed to use this opportunity to diversify its business and expand its reach to geographies beyond North America.
The Companyâs approach to focus on strategic accounts, continue to differentiate its service offerings within its focus area, attracting & retaining top talent, focus towards enhancing operational efficiency and scale-up towards building a delivery capability & excellence has established the Company as a preferred partner for its clients within its focused verticals. The clientâs response towards its solution offering was encouraging. The Company shall continue to propel further in its area of strength through alliances, developing customer center of excellence and by readying its clients to be prepared for digital age. The Company believes that its efforts in becoming a reliable partner to its clients will make it a leader in digital solution provider in the years to come.
The Company will enhance its cutting-edge proposition to address new customers, strengthening its emphasis on marketing to small and medium-sized firms.
Management Discussions and Analysis Report
Pursuant to Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed to this Report.
Dividend
In view of the financial performance of your Company during the year 2017-18, your Directors have not recommended any dividend for this financial year.
Amounts transferred to Reserves:
During the year under review the Board carried Rs. NIL/- to the Reserves.
Share Capital
The paid up Equity Share Capital as on March 31, 2018 was 16822513 Equity Shares of Rs. 10 each. During the year under review, the Company has not issued any shares including shares with differential voting rights nor granted stock options nor sweat equity. There is no buyback of Shares conducted during the financial year.
As on March 31, 2018 other than Mr. Srinivasa Rao Madala - Director (1366099 Shares - 8.12%) and Mr. Bhaskara Rao Madala - Whole time Director (269766 Shares - 1.60%) none of the other Directors of the Company held shares of the Company.
Extract of the Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexed to this report.
Directors:
None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 or under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The existing composition of the Companyâs board is fully in conformity with the applicable provisions of the Act 2013 and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 having the following directors as non-executive Independent Directorâs, namely Dr T. Hanuman Chowdhary, Mr. B. S. Srinivasan and Mrs. Thota Neelima (Woman as well as Independent Director).
The Members at the 24th Annual General Meeting held on September 30, 2014 appointed the existing Independent Directors as said above under the Companies Act, 2013 each for a term of five years.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review Sri. P. Venkatramaiah (DIN: 00030102) Director (Independent Director) was resigned from the Board of the Company due to his health issues with growing age (87 years) which restricts him to attend the Board Meetings as well to spend time for the Company and also his recent shifting of Residence to Vijayawada in the State of Andhra Pradesh from Hyderabad, Telangana. Board considered and approved the resignation by Circular Resolution passed on 10th July 2018 and his resignation was accepted effective 10th July 2018.
Board further noted that even with the resignation of Sri. P. Venkatramaiah, Independent Director the Board is well constituted with required number of Independent Directors at present even after his resignation (3 Independent Directors and 2 Non-Independent Directors) in compliance with the provisions of Companies Act, 2013 as well as Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
On considering the resignation of Sri. P. Venkatramaiah, Independent Director the Board appoints another existing Independent Director Smt. Neelima Thota (DIN: 06938559) as the member of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee with effect from 10th July 2018 in the place of resigned Director.
Key Managerial Personnel
There is no change in the key managerial personnel during the year. Mr. Bhaskara Rao Madala is the Whole time Director, Mr. Srinivas Mandava is the CFO of the Company and Mr. B. Laxman (ACS 20625) is the Company Secretary.
Number of meetings of the Board
During the year Seven Board Meetings and Five Audit Committee Meetings were convened and held. The details of these are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Board Committees:
Details regarding the composition, terms and references, number of meetings and attendance of respective members of the various committees of board are provided separately in the Corporate Governance Report.
Companyâs policy on Directorsâ appointment and remuneration
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors, key managerial personnel, and other employees.
Explanations or comments by the Board on every qualification, reservation or adverse remark
There is no qualification, reservation or adverse remark or disclaimer made -
(i) by the auditor in his report; and
(ii) by the Company Secretary in practice in his secretarial audit report.
Particulars of Loans, Guarantees or Investment
There are no loans given, guarantees issued or investments made to which provisions of Section 186 are applicable to the Company.
Corporate Governance:
The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance. A separate statement on Corporate Governance together with a certificate regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.
WTD and CFO Certification
As required under Regulations 17(8) and 33(2) (a) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, certificates are duty signed by Mr. Bhaskara Rao Madala, Whole time Director and Mr. Srinivas Mandava, CFO.
Listing at Stock Exchange:
The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited and the annual listing fees for the year 2018-19 have been paid to the Exchange.
Auditors:
The Company has received a Resignation Letter dated 08/08/2018 from the Statutory Auditors J V S L & ASSOCIATES, Chartered Accountants (FRN: 015002S) stating their inability to continue as Auditors of the Company effective from conclusion of forthcoming Annual General Meeting of the Company (to be held on or before 30/09/2018) due to sudden shortage of Manpower in their Audit Firm due to leaving of some of senior consultants/resource personnel working with them since long and they could not find suitable replacements.
In accordance with the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under due to resignation of existing Auditors J V S L & ASSOCIATES, Chartered Accountants (FRN: 015002S) stating their inability to continue as Auditors of the Company effective from conclusion of forthcoming Annual General Meeting of the Company (to be held on or before 30/09/2018) due to sudden shortage of Manpower in their Audit Firm due to leaving of some of senior consultants/resource personnel working with them, Board of Directors are hereby proposed to the Shareholders approval for appointment of M/s. PAVULURI & CO., Chartered Accountants, Hyderabad (FRN: 012194S) as the Statutory Auditors of the Company in the place of outgoing Statutory Auditors M/s. JVSL & Associates, Chartered Accountants, Hyderabad (FRN: 015002S) to hold office for a term of 5 years from the conclusion of 28th Annual General Meeting until the conclusion of 33 rd Annual General Meeting.
The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the Auditors conveying their eligibility for the above appointment. The Audit Committee and Board reviewed their eligibility criteria, as laid down in Section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the aforesaid period.
Secretarial Auditors
During the year under review the Board of Directors had appointed M/s VBM Rao & Associates, Company Secretaries, Hyderabad for conducting secretarial audit in accordance with the provisions of Companies Act, 2013 and the rules framed there under. The Secretarial Audit Report is annexed and forms part of this report.
Fixed Deposits
During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. As on 31st March, 2018, there are no unclaimed deposits with the Company. Further the Company has not defaulted in repayment of deposits or payment of interest thereon.
Particulars of contracts or arrangements with Related Parties
During the year under review, the Company did not enter into any Material transaction (as defined in the Companyâs Policy on Related Party Transactions) with related parties. All other transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business and same were entered only with SoftSol Resources Inc, USA (a wholly owned Subsidiary Company). The details of related party transactions are provided in the accompanying financial statements and Corporate Governance Report. All transactions entered into with related party (SoftSol Resources Inc, USA, a wholly owned Subsidiary Company) during the year were on an armâs length basis and were in the ordinary course of business. The Form AOC - 2 as required under Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, is given in Annexure to this Directorsâ Report.
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons who may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
Conservation of energy, technology absorption, foreign exchange earnings and outgo:
A. Conservation of energy:
a) The Company continues to work on reducing carbon footprint in all its areas of operations through initiatives like (a) green infrastructure, (b) green IT (data centers, laptops and servers etc, (c) operational energy efficiency.
b) The steps taken by the Company for utilizing alternate sources of energy: NIL
c) The capital investment on energy conservation equipmentâs: NIL
B. Technology absorption:
a) The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Companyâs operations do not require significant import of technology.
b) The efforts made towards technology absorption: A continuous interaction and exchange of information in the industry is being maintained with a view to absorbing, adapting and innovating new methods that may be possible.
(ii) The expenditure incurred on Research and Development: Nil.
C. Foreign Exchange earnings and outgo: Total foreign exchange earnings during the year were Rs. 84.83 Lakhs (Previous year Rs. 163.17 Lakhs) and foreign exchange outgo was: NIL. (previous year: NIL).
Corporate Social Responsibility (CSR)
Pursuant to Section 135 Companies Act, 2013 read with Rules issued the provisions of Corporate Social Responsibility is not applicable to the Company for the financial year 2017-18. Hence constitution of CSR Committee, allocation of CSR Budget and also spending of CSR Expenditure for the financial year 2017-18 is not applicable for the Company.
Particulars of Employees:
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required as none of the employeeâs falls under the category.
Employees Relations
The employeesâ relation at all levels and at all units continued to be cordial during the year.
Board evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
Statement on Declaration given by the Independent Directors
As required under Section 149 (7) of the Companies Act, 2013, each of the Independent Directors has given the necessary declaration about meeting the criteria of independence as specified in Section 149 (6) of the Companies Act, 2013.
Familiarization programme for Independent Directors
The Whole time Director has one to one discussion with all Directors to familiarize them with the Companyâs operations. Further the Company has put in place a system to familiarize the Independent Directors about the Company, its business and on-going events relating to the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company viz. www.softsol.com.
Significant and Material Orders passed by the Regulators or Courts
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
Transfer of Unpaid/Unclaimed amounts to IEPF
Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.
Directorsâ Responsibility Statement:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts for the year ended March 31, 2018, 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 as at March 31, 2018 and of the profit and loss 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;
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;
âInternal Financial Controlsâ means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to companyâs 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 compliances with the provisions of the applicable laws and that such systems were adequate and operating effectively.
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.
Subsidiaries, Joint Venture or Associate Companies
Your company has prepared the consolidated financial statements in accordance with the relevant accounting standards and the provisions of the Companies Act, 2013 (Act). Pursuant to the provisions of the Act, documents in respect of the subsidiary company M/s. SoftSol Resources Inc., USA viz., Directorsâ Report, Auditorâs Report, Balance Sheet and Profit and Loss Account, are attached the Annual Report.
Consolidated Financial Statements
As stipulated under the provisions of the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements together with Auditorsâ Report form part of the Annual Report. The same is with unmodified opinion (unqualified).
Material changes and commitments affecting the Financial Position
There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of the report.
Details of Significant a
and Material Orders passed by the Regulators
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
Internal Financial Controls and their adequacy
Your Companyâs internal control systems commensurate with the nature and size of its business operations. Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently.
The Audit Committee and Independent Internal Auditors, regularly review internal financial controls and operating systems and procedures for efficiency and effectiveness. The Internal Auditorâs Reports are regularly reviewed by the Audit Committee of the Board.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the âSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under the aforementioned Policy.
The summary of complaints received and disposed of up to 31st March 2018 were as under:
Number of complaints received: Nil Number of complaints disposed of: Nil
Other Disclosures:
The Directors confirm that during the financial year under review-
- there were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations;
- there was no issue of equity shares with differential rights as to dividend, voting or otherwise; there was no issue of shares (including sweat equity shares) to the employees of the Company under any scheme.
Acknowledgements:
Your Directors take this opportunity to thank all investors, business partners, clients, banks, regulatory and governmental authorities, stock exchanges and employees for their continued support.
On behalf of the Board of Directors
Bhaskar Rao Madala Dr. T. Hanuman Chowdary
Whole time Director Director
Place: Hyderabad
Date: 14-08-2018
Registered Office:
Plot No. 4, Software Units Layout,
Madhapur,
Hyderabad - 500 081 [email protected], www.softsolindia.com
Mar 31, 2016
Dear Members,
The Directors have pleasure in presenting the 26th Directorsâ Report on the business and operations of your Company, for the year ended March 31, 2016.
Financial Highlights
(Amount in Rs. Lakhs)
Stand Alone |
Consolidated |
|||
31-03-2016 |
31-03-2015 |
31-03-2016 |
31-03-2015 |
|
Revenue from Operations |
367.69 |
498.41 |
5,855.16 |
6,577.03 |
Other Income |
1,075.31 |
1,029.11 |
1,116.19 |
1,064.37 |
Total Revenue |
1,443.00 |
1,527.52 |
6,971.36 |
7,641.40 |
Profit before Interest, Depreciation & Tax (Before Exceptional Items) |
472.09 |
625.40 |
525.04 |
729.15 |
Depreciation |
336.13 |
458.54 |
340.22 |
470.84 |
Finance Costs |
28.36 |
- |
48.62 |
10.02 |
Profit before Tax (Before Exceptional Items) |
107.60 |
166.86 |
136.20 |
248.29 |
Exceptional Items |
- |
- |
- |
- |
Current Tax |
22.00 |
34.00 |
34.44 |
61.19 |
Deferred Tax |
(9.05) |
11.57 |
(9.04) |
11.57 |
Profit after Tax |
94.65 |
121.29 |
110.80 |
175.53 |
Dividend (Interim Dividend) |
201.87 |
- |
201.87 |
- |
General Reserve |
696.90 |
696.90 |
696.90 |
696.90 |
EPS (Basic & Diluted) (in Rs.) |
0.56 |
0.72 |
0.66 |
1.04 |
Review of Operations
During the year under review, your Company recorded income of Rs. 367.69 lakhs from export of software in comparison with previous yearâs income of Rs. 498.41 Lakhs. Your company achieved net profit of Rs. 94.65 Lakhs for the year in comparison with the previous yearâs net profit of Rs. 121.29 Lakhs.
Review of operations of Wholly owned subsidiary
SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded total revenue of US$ 8.67 Million for the year 2016 in comparison with the previous yearâs revenue of US$ 10.2 Millions. SRI recoded net profit of US$ 25060 for the year 2016 in comparison with the previous yearâs net profit of US$ 88422.
Outlook and Business:
Softsol India Limited is an IT services company that focuses on enabling businesses to achieve their strategic objectives.
The tech industry is being reshaped in numerous ways. Disruption is evident in software and services delivery, business models, the vast amount of money being poured into startups of all stripes, the cloud, big data, entrepreneurialism, and constant innovation. Against that backdrop, companies can no longer rely on one-note value strategies. Analysts indicate which immediate path holds the most chance for short-term success, but over time, both improving margins and finding new revenue streams are critical for success.
The Company is taking planned steps to diversify its revenue sources by changing its strategic growth plan to move to a hybrid outsourcing model with a focus on products and platforms in addition to services offerings. This strategy enables the Company to capitalize on the opportunities as the world transitions to digital commerce. This transition is prone to challenges as well opportunities which bring potential volatility with it. Fortunately, the Company with its 20 years of experience has demonstrated success in navigating volatility and achieving managed transition to strengthen its long-term foundation. The Company is committed to use this opportunity to diversify its business and expand its reach to geographies beyond North America.
The Companyâs approach to focus on strategic accounts, continue to differentiate its service offerings within its focus area, attracting & retaining top talent, focus towards enhancing operational efficiency and scale-up towards building a delivery capability & excellence has established the Company as a preferred partner for its clients within its focused verticals. The clientâs response towards its solution offering was encouraging. The Company shall continue to propel further in its area of strength through alliances, developing customer center of excellence and by readying its clients to be prepared for digital age. The Company believes that its efforts in becoming a reliable partner to its clients will make it a leader in digital solution provider in the years to come.
The Company will enhance its cutting-edge proposition to address new customers, strengthening its emphasis on marketing to small and medium-sized firms.
Management Discussions and Analysis Report
Pursuant to Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed to this Report.
Dividend
During the year under review, your Company had declared and paid an interim dividend aggregating to Rs. Rs. 1.20 paisa per Equity Shares of Rs. 10 each fully paid up (12%) aggregating to Rs. 2,01,87,016/- (excluding dividend distribution tax thereof) to equity shareholders of the Company whose names were registered as shareholders of the Company as on the record date 25th November 2015.
Total cash outflow on account of dividend payments including dividend distribution tax was Rs. 2,42,96,618 for the financial year 2015-16. Keeping in view the interim dividend already declared by the Company, the Board have not recommended any further dividend.
Amounts transferred to Reserves:
During the year under review the company has not carried any amounts to the Reserves.
Share Capital
The paid up Equity Share Capital as on March 31, 2016 was 16822513 Equity Shares of Rs. 10 each. During the year under review, the Company has not issued any shares including shares with differential voting rights nor granted stock options nor sweat equity.
As on March 31, 2016 other than Mr. Srinivasa Rao Madala - Chairman and Mr. Bhaskara Rao Madala - Managing Director none of the other Directors of the Company held shares of the Company.
Extract of the Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexed to this report.
Directors:
None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 or under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As per the provisions of the Companies Act, 2013 read with Articles of Association of the Company, Mr. Bhaskara Rao Madala, retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting.
The existing composition of the Companyâs board is fully in conformity with the applicable provisions of the Act 2013 and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 having the following directors as non-executive Independent Directorâs, namely Dr T. Hanuman Chowdhary, Mr. B. S. Srinivasan, Mr. P. Venkatramaiah and Mrs. Thota Neelima.
The Members at the 24th Annual General Meeting held on September 30, 2014 appointed the existing Independent Directors as said above under the Companies Act, 2013 each for a term of five years.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief particulars of the retiring directors who are proposed to be appointed/re-appointed are provided as an annexure to the notice convening the AGM.
Key Managerial Personnel
There is no change in the key managerial personnel during the year. Mr. Srinivas Mandava is the CFO of the Company and Mr. B. Laxman (ACS 20625) is the Company Secretary.
Number of meetings of the Board
During the year Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of these are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Board Committees:
Details regarding the composition, terms and references, number of meetings and attendance of respective members of the various committees of board are provided separately in the Corporate Governance Report.
Companyâs policy on Directorsâ appointment and remuneration
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors, key managerial personnel, and other employees.
Explanations or comments by the Board on every qualification, reservation or adverse remark
There is no qualification, reservation or adverse remark or disclaimer made -
(i) by the auditor in his report; and
(ii) by the Company Secretary in practice in her secretarial audit report.
Particulars of Loans, Guarantees or Investment
There are no loans given, guarantees issued or investments made to which provisions of Section 186 are applicable to the Company.
Corporate Governance:
The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance. A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.
WTD and CFO Certification
As required under Regulations 17(8) and 33(2) (a) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, certificates are duty signed by Mr. Bhaskara Rao Madala, Whole time Director and Mr. Srinivas Mandava, CFO.
Listing at Stock Exchange:
The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited and the annual listing fees for the year 2016-17 have been paid to the Exchange.
Auditors:
In accordance with the provisions of Section 139 of the Companies Act, 2013 and the transition period mentioned therein, M/s. JVSL & Associates, Chartered Accountants, Hyderabad were appointed as Statutory Auditors of the Company for a period of three years at the 24th Annual General Meeting of the Company held on 30th September 2014 and they will continue in office up to the conclusion of the 27th Annual General Meeting.
However, in accordance with the provisions of Section 139 of the Companies Act, 2013, their continuance of office as Auditors shall be subject to ratification of members at the forthcoming Annual General Meeting.
The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the Auditors conveying their eligibility for the above appointment. The Audit Committee and Board reviewed their eligibility criteria, as laid down in Section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the aforesaid period.
Secretarial Auditors
During the year under review the Board of Directors had appointed M/s VBM Rao & Associates, Company Secretaries, Hyderabad for conducting secretarial audit in accordance with the provisions of Companies Act, 2013 and the rules framed there under. The Secretarial Audit Report is annexed and forms part of this report.
Fixed Deposits
During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. As on 31st March, 2016, there are no unclaimed deposits with the Company. Further the Company has not defaulted in repayment of deposits or payment of interest thereon. Particulars of contracts or arrangements with Related Parties
Particulars of contracts or arrangements with related parties
All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business and same were entered only with SoftSol Resources Inc, USA (a wholly owned Subsidiary Company). The details of related party transactions are provided in the accompanying financial statements and Corporate Governance Report. All transactions entered into with related party (SoftSol Resources Inc, USA, a wholly owned Subsidiary Company) during the year were on an armâs length basis and were in the ordinary course of business. Accordingly, there are no transactions that are required to be reported in Form AOC-2.
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons who may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
Conservation of energy, technology absorption, foreign exchange earnings and outgo:
A. Conservation of energy:
a) The Company continues to work on reducing carbon footprint in all its areas of operations through initiatives like (a) green infrastructure, (b) green IT (data centers, laptops and servers etc, (c) operational energy efficiency.
b) The steps taken by the Company for utilizing alternate sources of energy: NIL
c) The capital investment on energy conservation equipments: NIL
B. Technology absorption:
a) The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Companyâs operations do not require significant import of technology.
b) The efforts made towards technology absorption: A continuous interaction and exchange of information in the industry is being maintained with a view to absorbing, adapting and innovating new methods that may be possible.
(ii) The expenditure incurred on Research and Development: Nil.
C. Foreign Exchange earnings and outgo: Total foreign exchange earnings during the year were Rs. 198.50 Lakhs (Previous year Rs. 444.91 Lakhs) and foreign exchange outgo was: NIL. (previous year: NIL.
Corporate Social Responsibility (CSR) Initiatives
Pursuant to Section 135 Companies Act, 2013 read with Rules issued the provisions of Corporate Social Responsibility is not applicable to the Company for the financial year 2015-16. Hence allocation of CSR Budget for the financial year 2015-16 is not applicable for the Company and also spending of CSR expenditure.
Particulars of Employees:
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required as none of the employeeâs falls under the category.
Employees Relations
The employeesâ relation at all levels and at all units continued to be cordial during the year.
Board evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
Familiarization programme for Independent Directors
The Whole time Director has one to one discussion with all Directors to familiarize them with the Companyâs operations. Further the Company has put in place a system to familiarize the Independent Directors about the Company, its business and on-going events relating to the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company viz. www.softsol.com.
Significant and Material Orders passed by the Regulators or Courts
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
Transfer of Unpaid/Unclaimed amounts to IEPF
Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.
Directorsâ Responsibility Statement:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts for the year ended March 31, 2016, 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 as at March 31, 2016 and of the profit and loss 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;
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;
âInternal Financial Controlsâ means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to companyâs 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 compliances with the provisions of the applicable laws and that such systems were adequate and operating effectively.
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.
Subsidiaries, Joint Venture or Associate Companies
Your company has prepared the consolidated financial statements in accordance with the relevant accounting standards and the provisions of the Companies Act, 2013 (Act). Pursuant to the provisions of the Act, documents in respect of the subsidiary company M/s. SoftSol Resources Inc., USA viz., Directorsâ Report, Auditorâs Report, Balance Sheet and Profit and Loss Account, are attached the Annual Report.
Consolidated Financial Statements
As stipulated under the provisions of the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements together with Auditorsâ Report form part of the Annual Report.
Material changes and commitments affecting the Financial Position
There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of the report.
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
Internal Financial Controls and their adequacy
Your Companyâs internal control systems commensurate with the nature and size of its business operations. Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently.
The Audit Committee and Independent Internal Auditors, regularly review internal financial controls and operating systems and procedures for efficiency and effectiveness. The Internal Auditorâs Reports are regularly reviewed by the Audit Committee of the Board.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the âSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under the aforementioned Policy.
The summary of complaints received and disposed off up to 31st March 2016 were as under:
Number of complaints received: Nil Number of complaints disposed off: Nil
Acknowledgements:
Your Directors take this opportunity to thank all investors, business partners, clients, banks, regulatory and governmental authorities, stock exchanges and employees for their continued support.
On behalf of the Board of Directors
Bhaskar Rao Madala
Whole time Director
Place: Hyderabad
Date: 12-08-2016
Registered Office:
Plot No. 4, Software Units Layout, Madhapur, Hyderabad - 500 081 [email protected], www.softsolindia.com
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 25th Directors' Report on
the business and operations of your Company, for the year ended March
31, 2015.
Financial Highlights
(Amount in Rs. Lakhs)
Stand Alone
31-03-2015 31-03-2014
Revenue from Operations 498.41 563.99
Other Income 1,029.11 1,102.16
Total Revenue 1,527.52 1,661.15
Profit before Interest, Depreciation
& Tax (Before Exceptional Items) 478.88 789.62
Depreciation 312.03 460.26
Finance Costs - -
Profit before Tax
(Before Exceptional Items) 166.85 329.36
Exceptional Items - -
Current Tax 34.00 66.00
Deferred Tax 11.57 85.12
Profit after Tax 121.28 178.24
Dividend Proposed - -
General Reserve 696.90 696.90
EPS (Basic & Diluted) (in Rs.) 072 1.06
Consolidated
31-03-2015 31-03-2014
Revenue from Operations 6,577.03 5,766.75
Other Income 1,064.37 1,141.69
Total Revenue 7,641.40 6,908.44
Profit before Interest, Depreciation
& Tax (Before Exceptional Items) 729.15 828.72
Depreciation 470.84 313.43
Finance Costs 10.02 -
Profit before Tax
(Before Exceptional Items) 248.29 515.29
Exceptional Items - -
Current Tax 61.19 140.36
Deferred Tax 11.57 85.12
Profit after Tax 175.53 289.81
Dividend Proposed - -
General Reserve 696.90 696.90
EPS (Basic & Diluted) (in Rs.) 1.04 1.72
Review of Operations
During the year under review, your Company recorded income of Rs.
498.41 from export of software in comparison with previous year's
income of Rs. 563.99 Lakhs. Your company achieved net profit of Rs.
121.28 Lakhs for the year in comparison with the previous year's net
profit of Rs. 178.24 Lakhs.
Review of operations of Wholly owned subsidiary
SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your
Company, recorded total revenue of US$ 10.2 Millions for the year 2014
in comparison with the previous year's revenue of US$ 9.37 Millions.
SRI recoded net profit of US$ 88,422 for the year 2014 in comparison
with the previous year's net profit of US$ 1,94,874.
Outlook and Business:
Softsol India Limited is an IT services company that focuses on
enabling businesses to achieve their strategic objectives.
The tech industry is being reshaped in numerous ways. Disruption is
evident in software and services delivery, business models, the vast
amount of money being poured into startups of all stripes, the cloud,
big data, entrepreneurialism, and constant innovation. Against that
backdrop, companies can no longer rely on one-note value strategies.
Analysts indicate which immediate path holds the most chance for
short-term success, but over time, both improving margins and finding
new revenue streams are critical for success.
The Company is taking planned steps to diversify its revenue sources by
changing its strategic growth plan to move to a hybrid outsourcing
model with a focus on products and platforms in addition to services
offerings. This strategy enables the Company to capitalize on the
opportunities as the world transitions to digital commerce. This
transition is prone to challenges as well opportunities which bring
potential volatility with it. Fortunately, the Company with its 20
years of experience has demonstrated success in navigating volatility
and achieving managed transition to strengthen its long-term
foundation. The Company is committed to use this opportunity to
diversify its business and expand its reach to geographies beyond North
America.
The Company's approach to focus on strategic accounts, continue to
differentiate its service offerings within its focus area, attracting &
retaining top talent, focus towards enhancing operational efficiency
and scale-up towards building a delivery capability & excellence has
established the Company as a preferred partner for its clients within
its focused verticals. The client's response towards its solution
offering was encouraging. The Company shall continue to propel further
in its area of strength through alliances, developing customer center
of excellence and by readying its clients to be prepared for digital
age. The Company believes that its efforts in becoming a reliable
partner to its clients will make it a leader in digital solution
provider in the years to come.
The Company will enhance its cutting-edge proposition to address new
customers, strengthening its emphasis on marketing to small and
medium-sized firms.
Management Discussions and Analysis Report
Management Discussions and Analysis Report, as required under the
Listing Agreement with the Stock Exchanges is forms part of the Report.
Dividend
In view of the financial performance of your Company during the year
2014-15, your Directors have not recommended any dividend for this
financial year.
Amounts transferred to Reserves:
During the year under review the Board carried Rs. 5792794/- to the
Reserves.
Extract of the Annual Return
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed to this report.
Directors:
None of the directors of the company is disqualified under the
provisions of the Companies Act, 2013 or under the Listing Agreement
with the BSE.
As per the provisions of the Companies Act, 2013 read with Articles of
Association of the Company, Mr. Srinivasa Rao Madala, retire by
rotation and being eligible offer himself for re-appointment at this
Annual General Meeting.
The existing composition of the Company's board is fully in conformity
with the applicable provisions of the Act 2013 and Clause 49 of the
Listing Agreement having the following directors as non-executive
Independent Director's, namely Dr T. Hanuman Chowdhary, Mr. B. S.
Srinivasan, Mr. P. Venkatramaiah and Mrs. Thota Neelima.
Number of meetings of the Board
During the year Four Board Meetings and Four Audit Committee Meetings
were convened and held. The details of these are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
Board Committees:
Details regarding the composition, terms and references, number of
meetings and attendance of respective members of the various committees
of board are provided separately in the Corporate Governance Report.
Statement on declaration given by Independent Directors
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Company's policy on Directors' appointment and remuneration
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration including criteria for
determining qualifications, positive attributes, independence of a
Director and other matters provided under sub-section (3) of section
178 of the Companies Act, 2013 relating to the remuneration for the
Directors, key managerial personnel, and other employees.
Explanations or comments by the Board on every qualification,
reservation or adverse remark
There is no qualification, reservation or adverse remark or disclaimer
made -
(i) by the auditor in his report; and
(ii) by the Company Secretary in practice in her secretarial audit
report.
Particulars of Loans, Guarantees or Investment
There are no loans given, guarantees issued or investments made to
which provisions of Section 186 of the Companies Act, 2013 are
applicable to the Company.
Corporate Governance:
The Company will continue to uphold the true spirit of Corporate
Governance and implement the best governance practices. A report on
Corporate Governance pursuant to the provisions of Clause 49 of the
Listing Agreement forms part of the Annual Report. As required under
Clause 49 of the Listing Agreement, the Certificate regarding
compliance of conditions of corporate governance is enclosed to the
Report.
WTD and CFO Certification
In accordance with the provisions of the Clause 49 of the Listing
Agreement, the Whole time Director and Chief Financial Officer of the
Company have submitted a certificate for the year ended 31st March,
2015, to the Board of Directors.
Listing at Stock Exchange:
The Equity Shares of the Company continue to be listed on Bombay Stock
Exchange Limited and the annual listing fees for the year 2015-16 have
been paid to the Exchange.
Auditors:
In accordance with the provisions of Section 139 of the Companies Act,
2013 and the transition period mentioned therein, M/s. JVSL &
Associates, Chartered Accountants, Hyderabad were appointed as
Statutory Auditors of the Company for a period of three years at the
24th Annual General Meeting of the Company held on 30th September 2014
and they will continue in office upto the conclusion of the 27th Annual
General Meeting.
However, in accordance with the provisions of Section 139 of the
Companies Act, 2013, their continuance of office as Auditors shall be
subject to ratification of members at the forthcoming Annual General
Meeting.
The Company has obtained necessary certificate under Section 141 of the
Companies Act, 2013 from the Auditors conveying their eligibility for
the above appointment. The Audit Committee and Board reviewed their
eligibility criteria, as laid down in Section 141 of the Companies Act,
2013 and recommended their appointment as auditors for the aforesaid
period.
Secretarial Auditors
During the year under review the Board of Directors had appointed M/s
VBM Rao & Associates, Company Secretaries, Hyderabad for conducting
secretarial audit in accordance with the provisions of Companies Act,
2013 and the rules framed there under. The Secretarial Audit Report is
annexed and forms part of this report.
Fixed Deposits
During the year the Company has not accepted any deposit under Section
73 of the Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014. As on 31st March, 2015, there are no unclaimed
deposits with the Company. Further the Company has not defaulted in
repayment of deposits or payment of interest thereon.
Particulars of contracts or arrangements with Related Parties
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons who may have a
potential conflict with the interest of the Company at large. None of
the Directors has any pecuniary relationships or transactions vis-a-vis
the Company.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo:
A. Conservation of energy:
a) The Company continues to work on reducing carbon footprint in all
its areas of operations through initiatives like (a) green
infrastructure, (b) green IT (data centers, laptops and servers etc,
(c) operational energy efficiency.
b) The steps taken by the Company for utilising alternate sources of
energy: NIL
c) The capital investment on energy conservation equipments: NIL
B. Technology absorption:
a) The Company continues to use the latest technologies for improving
the productivity and quality of its services and products. The
Company's operations do not require significant import of technology.
b) The efforts made towards technology absorption: A continuous
interaction and exchange of information in the industry is being
maintained with a view to absorbing, adapting and innovating new
methods that may be possible.
(ii) The expenditure incurred on Research and Development: Nil.
C. Foreign Exchange earnings and outgo: Total foreign exchange
earnings during the year were Rs. 444.91 Lakhs (Previous year Rs.
181.20 Lakhs) and foreign exchange outgo was: NIL (previous year: NIL).
Report on Risk Management Policy
The Company has formed the Risk Management Committee with its members
as Mr. T. Hanuman Chowdhary, Mr. B. S. Srinivasan and Mr. P.
Venkatramaiah and the committee will perform its activities according
to the Risk Policy finalized by the Board indicating the development
and implementation of Risk Management.
Corporate Social Responsibility (CSR) Initiatives
Pursuant to Section 135 Companies Act, 2013 read with Rules and General
Circular No. 21/2014 dated 18th June 2014 issued by MCA Corporate
Social Responsibility is not applicable to the Company for the
financial year 2014-15.
Particulars of Employees
The information required pursuant to Section 197 of the companies Act,
2013 read with Rule, 5 of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of employees of the
Company, will be provided upon request. In terms of Section 136 of the
Act, the Report and Accounts are being sent to the Members and others
entitled thereto, excluding the information on employees' particulars
which is available for inspection by the Members at the Registered
Office of the Company during business hours on working days of the
Company up to the date of the ensuing Annual General Meeting. If any
Member is interested in obtaining a copy thereof, such Member may write
to the Company Secretary in this regard.
Annual Evaluation by the Board of its Own Performance
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration Committee.
Transfer of Unpaid/Unclaimed amounts to IEPF
Pursuant to the provisions of Section 125 of Companies Act, 2013 the
Unclaimed Dividend and interest thereon which remained unpaid/unclaimed
for a period of 7 years have been transferred by the Company to the
Investor Education and Protection Fund (IEPF) established by the
Central Government pursuant to Section 125 of the Companies Act, 2013.
Directors' Responsibility Statement:
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, 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 as at March 31, 2015 and of the profit and loss 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;
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;
"Internal Financial Controls" means the policies and procedures adopted
by the Company for ensuring the orderly and efficient conduct of its
business, including the 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 compliances with
the provisions of the applicable laws and that such systems were
adequate and operating effectively.
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism to deal with instance of fraud and
mismanagement, if any. The details of the Whistle Blower Policy is
explained in the Corporate Governance Report and also posted on the
website of the Company.
Subsidiaries, Joint Venture or Associate Companies
Your company has prepared the consolidated financial statements in
accordance with the relevant accounting standards and the provisions of
the Companies Act, 2013 (Act). Pursuant to the provisions of the Act,
documents in respect of the subsidiary company M/s. SoftSol Resources
Inc., USA viz., Directors' Report, Auditor's Report, Balance Sheet and
Profit and Loss Account, are attached the Annual Report.
Details of Significant and Material Orders passed by the Regulators
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
Details in respect of Adequacy of Internal Controls
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit (IA) function is defined in the Internal Audit Charter.
To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the
Board.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Company has put in place a Prevention, Prohibition and Redressal of
Sexual Harassment at Workplace in accordance with the requirement of
the 'Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013'. All employees of the Company are covered
under the aforementioned Policy.
The summary of complaints received and disposed off upto 31st March
2015 were as under:
Number of complaints received: Nil
Number of complaints disposed off: Not Applicable
Acknowledgements:
Your Directors take this opportunity to thank all investors, business
partners, clients, banks, regulatory and governmental authorities,
stock exchanges and employees for their continued support.
On behalf of the Board of Directors
Bhaskar Rao Madala
Whole time Director
Place: Hyderabad
Date: 13-08-2015
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 24th Directors'' Report on
the business and operations of your Company, for the year ended March
31, 2014.
Financial Highlights
(Rs .in lakhs)
2013-14 2012-13
Gross Revenue 563.99 270.04
Total Expenditure 1036.96 747.85
Operating Profit (472.97) (477.81)
Other Income 1102.16 1232.54
Interest 0.00 0.00
Depreciation 299.83 316.89
Profit before Tax 329.36 437.85
Provision for Taxation 151.11 83.45
Profit after Tax 178.24 354.40
Earnings per Share (Rs.) 1.06 2.09
During the year under review, your Company recorded income of Rs.563.99
Lakhs from export of software in comparison with previous year''s income
of Rs. 270.04 Lakhs. Your company achieved net profit of Rs.178.24
Lakhs for the year in comparison with the previous year''s net profit of
Rs. 354.39 Lakhs.
SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your
Company, recorded total revenue of US$ 9.37 Millions in comparison with
the previous year''s revenue of US$ 13.48 Millions. SRI recoded net
profit of US$ 194,874 for the year 2013 in comparison with the previous
year''s net profit of US$ (43,917).
Management Discussions and Analysis Report
Management Discussions and Analysis Report, as required under the
Listing Agreement with the Stock Exchanges is forms part of the Report.
Dividend
In view of the financial performance of your Company during the year
2013-14, your Directors have not recommended any dividend for this
financial year.
Directors:
None of the directors of the company is disqualified under the
provisions of the Act or under the Listing Agreement with the BSE.
As per the provisions of the Companies Act, 1956 read with Articles of
Association of the Company, Mr. B. S. Srinivasan, retire by rotation
and being eligible offer himself for re-appointment at this Annual
General Meeting.
Mrs. Neelima Thota was appointed as additional director of the company
on 14th August 2014. Mrs. Neelima was proposed to be appointed as
director under the provisions of section 160 of the Companies Act, 2013
at the ensuing Annual General Meeting (AGM).
During the year, the Ministry of Corporate Affairs (MCA) has notified
majority of the provisions inter alia provisions relating to selection,
manner of appointment, roles, functions, duties, re-appointment of
independent directors and the relevant rules under the Companies Act,
2013 (the Act 2013) and made them effective 1st April 2014.
The existing composition of the Company''s board is fully in conformity
with the applicable provisions of the Act 2013 and Clause 49 of the
Listing Agreement having the following directors as non-executive
independent directors, namely Dr T. Hanuman Chowdhary, Mr. B. S.
Srinivasan and Mr. P. Venkatramaiah.
The board also recommends the appointment of Mrs. Neelima Thota, who
was appointed as Additional Director effective from 14th August 2014,
as independent director of the Company, since she meets the criteria of
independence, in terms of the requirements of relevant provisions under
the Act 2013.
In terms of the provisions of Section 149(10) read with Section 149(5)
of the Act 2013, independent directors are eligible to hold office for
a term up to five consecutive years on the board and eligible for
re-appointment for the second term on passing special resolutions by
the Company. During the period, they will not be liable to ''retire by
rotation'' as per the provisions of Sections 150(2), 152(2) read with
Schedule IV to the Act 2013.
It is, therefore, proposed to appoint them as independent directors for
a consecutive period of five years at the AGM. Necessary declarations
have been obtained from them, as envisaged under the Act 2013.
Both the Nomination and Remuneration Committee and the board also
ensured that their appointments as independent directors are in
compliance with the requirements under the relevant statutes and that
there were appropriate balance of skills, experience and knowledge in
the board, so as to enable the board to discharge its functions and
duties effectively.
Notices in writing signifying the intention to offer their candidatures
as independent directors of the Company along with the requisite
deposit have been received from members of the Company in terms of
Section 160 of the Act 2013.
Mr. Bhaskara Rao Madala was appointed as Whole time Director effective
from 1st November 2014 for the further period of three years.
Pursuant to the provisions of Clause 49 of the Listing Agreement, brief
particulars of the retiring directors who are proposed to be
appointed/re-appointed are provided as an annexure to the notice
convening the AGM.
The board, therefore, recommends their appointment / re-appointment as
directors of the Company.
Corporate Governance:
The Company will continue to uphold the true spirit of Corporate
Governance and implement the best governance practices. A report on
Corporate Governance pursuant to the provisions of Clause 49 of the
Listing Agreement forms part of the Annual Report. As required under
Clause 49 of the Listing Agreement, the Certificate regarding
compliance of conditions of corporate governance is enclosed to the
Report.
The Whole time Director and the Chief Financial Officer of the Company
have certified to the board on financial statements and other matters
in accordance with Clause 49 (V) of the Listing Agreement pertaining to
CEO/ CFO certification for the financial year ended 31st March 2014.
Listing at Stock Exchange:
The Equity Shares of the Company continue to be listed on Bombay Stock
Exchange Limited and the annual listing fees for the year 2014-15 have
been paid to the Exchange.
Statutory Auditors:
M/s. Sarathy & Balu, Chartered Accountants, Hyderabad, Statutory
Auditors of the company would hold the office upto the conclusion of
the ensuing AGM and are eligible for reappointment. However, they have
expressed their unwillingness for reappointment as auditors of the
company. In view of this, it is proposed to appoint JVSL & Associates,
Chartered Accountants, (FRN: 015002S) as Statutory Auditors of the
company to hold the office from the conclusion of ensuing Annual
General Meeting to the conclusion of next AGM on such remuneration as
may be decided in consultation with the Auditors by the Board of
Directors of the Company plus applicable Service Tax thereon and
reimbursement of all out-of pocket expenses incurred in connection with
the audit of the accounts of the company.
The Company has obtained necessary certificate under Section 141 of the
Companies Act, 2013 from the Auditors conveying their eligibility for
the above appointment. The Audit Committee and Board reviewed their
eligibility criteria, as laid down in Section 141 of the Companies Act,
2013 and recommended their appointment as auditors for the aforesaid
period.
Secretarial Auditors
As required under Section 204 of the Act 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the
Company is required to appoint a Secretarial Auditor for auditing the
secretarial and related records of the Company and to provide a report
in this regard.
Accordingly, M/s VBM Rao & Associates, Company Secretaries, Hyderabad
have been appointed as Secretarial Auditors for carrying out the
secretarial audit for the financial year 2014-15 for attaching their
report with the Board''s report to the shareholders.
Fixed Deposits
Your Company has not accepted/invited any deposits from the Public for
the year under review within the meaning of Section 58A of the
Companies Act, 1956 and the rules made there under.
Information u/s. 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the report of Board of
Directors) Rules, 1988.
Conservation of Energy, Technology Absorption, Foreign Exchange
earnings and Outgo:
a. Conservation of Energy: The operations of the Company involve low
energy consumption. Adequate measures have, however, been taken to
conserve energy.
b. Technology Absorption: Since business and technologies are changing
constantly, investment in research and development activities is of
paramount importance. Your Company continues its focus on quality up
gradation of product and services development.
c. Foreign Exchange earnings and outgo: Total foreign exchange
earnings during the year were Rs. 181.20 Lakhs (Previous year Rs.
135.20 Lakhs) and foreign exchange outgo was Nil (previous year
Rs.Nil).
Particulars of Employees:
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 is not required as
none of the employees falls under the category.
Directors'' Responsibility Statement:
In terms of the provisions of section 217(2AA) of the Companies Act,
1956 (Act), your Directors confirm as under:
1. That, in the preparation of the annual accounts, the applicable
Accounting Standards had been followed along with the proper
explanation relating to material departures;
2. That, 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 or loss of the Company for that period.
3. That, the Directors had 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;
4. That, the Directors had prepared the annual accounts on a going
concern basis.
Particulars pursuant to Section 212 of the Companies Act, 1956:
Your company has prepared the consolidated financial statements in
accordance with the relevant accounting standards and the provisions of
the Companies Act, 1956 (Act). Pursuant to the provisions of Section
212 of the Act, documents in respect of the subsidiary company M/s.
SoftSol Resources Inc., USA viz., Directors'' Report, Auditor''s Report,
Balance Sheet and Profit and Loss Account, are attached the Annual
Report.
Acknowledgements:
Your Directors take this opportunity to thank all investors, business
partners, clients, banks, regulatory and governmental authorities,
stock exchanges and employees for their continued support.
On behalf of the Board of Directors
Bhaskar Rao Madala
Whole time Director
Place: Hyderabad
Date: 14-08-2014
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 23rd Directors'' Report on
the business and operations of your Company, for the year ended March
31, 2013.
Financial Highlights
(Rs .in lakhs)
2012-13 2011-12
Gross Revenue 270.04 317.13
Total Expenditure 747.85 997.25
Operating Profit (477.81) (693)
Other Income 1174.64 1029.10
Interest 0.00 3.97
Depreciation 316.89 349.30
Profit before Tax 437.85 17.34
Provision for Taxation 83.45 3.5
Profit after Tax 354.40 13.84
Earnings per Share (Rs.) 2.09 0.08
During the year under review, your Company recorded income of Rs.
270.04 Lakhs from export of software in comparison with previous year''s
income of Rs.317.13 Lakhs. Your company achieved net profit of Rs.
354.40 Lakhs for the year in comparison with the previous year''s net
profit of Rs. 13.84 Lakhs.
SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your
Company, recorded total revenue of US$ 13.48 Millions in comparison
with the previous year''s revenue of US$.13.87 Millions. SRI recoded net
profit of US$ (43,917) for the year 2012 in comparison with the
previous year''s net profit of US$.94,749.
Management Discussions and Analysis Report
Management Discussions and Analysis Report, as required under the
Listing Agreement with the Stock Exchanges is forms part of the Report.
Dividend
In view of the financial performance of your Company during the year
2012-13, your Directors have not recommended any dividend for this
financial year.
Directors:
As per the provisions of the Companies Act, 1956 read with Articles of
Association of the Company, Dr. T. Hanuman Chowdary, retire by
rotation and being eligible offer themselves for re-appointment at this
Annual General Meeting.
Buy-back of Shares:
During the year under review your Company bought back 7,66,783 fully
paid Equity Shares up to 28th September 2012 (Last date as per Public
Announcement is 30th September 2012 and the date of opening of the
Offer is November 24, 2011) in the open market mode on the Bombay Stock
Exchange Limited pursuant to the resolution passed by the Board of
Directors at their meeting held on 24th October 2011. The Company spent
Rs. 4,90,89,307/- for those shares bought back. As per the Board
Resolution, the Company was authorised to buyback to the maximum extent
of 12,90,000 Equity Shares under the offer or upon exhaustion of
Rs.700.00 lakhs set aside for Buy-back, whichever is earlier. The total
number of shares of the Company was reduced from 17589296 to 16822513
with the buyback of shares.
Corporate Governance:
The Company will continue to uphold the true spirit of Corporate
Governance and implement the best governance practices. A report on
Corporate Governance pursuant to the provisions of Clause 49 of the
Listing Agreement forms part of the Annual Report. As required under
Clause 49 of the Listing Agreement, the Certificate regarding
compliance of conditions of corporate governance is enclosed to the
Report.
Whole time Director''s Declaration:
Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing
Agreement, a declaration by the Whole time Director of the Company
declaring that all the members of the Board and the Senior Management
Personnel of the Company have affirmed compliance with the Code of
Conduct of the Company, is included in the Report of Corporate
Governance.
Listing at Stock Exchange:
The Equity Shares of the Company continue to be listed on Bombay Stock
Exchange Limited and the annual listing fees for the year 2013-14 have
been paid to the Exchange.
Auditors:
M/s. Sarathy & Balu, Chartered Accountants, Hyderabad, retire as
Auditors of the Company at the conclusion of the Annual General Meeting
and being eligible; offer themselves for re-appointment as Auditors.
Fixed Deposits
Your Company has not accepted/invited any deposits from the Public for
the year under review within the meaning of Section 58A of the
Companies Act, 1956 and the rules made there under.
Information u/s. 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the report of Board of
Directors) Rules, 1988.
Conservation of Energy, Technology Absorption, Foreign Exchange
earnings and Outgo:
a. Conservation of Energy: The operations of the Company involve low
energy consumption. Adequate measures have, however, been taken to
conserve energy.
b. Technology Absorption: Since business and technologies are changing
constantly, investment in research and development activities is of
paramount importance. Your Company continues its focus on quality up
gradation of product and services development.
c. Foreign Exchange earnings and outgo: Total foreign exchange earnings
during the year were Rs. 135.20 Lakhs (Previous year Rs.317.13 Lakhs)
and foreign exchange outgo was Nil (previous year Rs.1.70 Lakhs).
Particulars of Employees:
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 is not required as
none of the employees falls under the category.
Directors'' Responsibility Statement:
In terms of the provisions of section 217(2AA) of the Companies Act,
1956 (Act), your Directors confirm as under:
1. That, in the preparation of the annual accounts, the applicable
Accounting Standards had been followed along with the proper
explanation relating to material departures;
2. That, 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 or loss of the Company for that period.
3. That, the Directors had 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 t preventing and detecting fraud and other irregularities;
4. That, the Directors had prepared the annual accounts on a going
concern basis.
Particulars pursuant to Section 212 of the Companies Act, 1956:
Your company has prepared the consolidated financial statements in
accordance with the relevant accounting standards and the provisions of
the Companies Act, 1956 (Act). Pursuant to the provisions of Section
212 of the Act, documents in respect of the subsidiary company M/s.
SoftSol Resources Inc., USA viz., Directors'' Report, Auditor''s Report,
Balance Sheet and Profit and Loss Account, are attached the Annual
Report.
Acknowledgements:
Your Directors take this opportunity to thank all investors, business
partners, clients, banks, regulatory and governmental authorities,
stock exchanges and employees for their continued support.
On behalf of the Board of Directors
Bhaskar Rao Madala Whole time Director
Place: Hyderabad
Date: 13-08-2013
Mar 31, 2012
The Directors have pleasure in presenting the 22nd Directors' Report on
the business and operations of your Company, for the year ended March
31, 2012.
Financial Highlights
(Rs .in lakhs)
2011-12 2010-11
Gross Revenue 317.13 1065.83
Total Expenditure 997.25 1019.83
Operating Profit (693) 46.00
Other Income 1029.10 895.59
Interest 3.97 1.07
Depreciation 349.30 238.41
Profit before Tax 17.34 738.72
Provision for Taxation 3.5 150.50
Profit after Tax 13.84 588.22
Earning per Share (Rs.) 0.08 3.34
During the year under review, your Company recorded income of Rs.
317.13 Lakhs from export of software in comparison with previous year's
income of Rs. 1065.83 Lakhs. Your company achieved net profit of Rs.
13.84 Lakhs for the year in comparison with the previous year's net
profit of Rs. 588.22 Lakhs.
SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your
Company, recorded total revenue of US$ 13.87 Millions in comparison
with the previous year's revenue of US$ 14.56 Millions. SRI recoded net
profit of US$ 94,749 for the year 2011 in comparison with the previous
year's net profit of US$ 71,988.
Management Discussions and Analysis Report
Management Discussions and Analysis Report, as required under the
Listing Agreement with the Stock Exchanges is forms part of the Report.
Dividend
In view of the financial performance of your Company during the year
2011-12, your Directors have not recommended any dividend for this
financial year.
Directors:
As per the provisions of the Companies Act, 1956 read with Articles of
Association of the Company, Mr. Srinivasa Rao Madala and Mr. Pamulapati
Venkatramaiah, retire by rotation and being eligible offer themselves
for re-appointment at this Annual General Meeting.
Buy-back of Shares:
During the year under review your Company bought back 6.32,155 fully
paid equity shares upto the date of 14th August 2012 in the open market
mode on the Bombay Stock Exchange Limited pursuant to the resolution
passed by the Board of Directors at their meeting held on 24th October
2011. The Company spent Rs. 4,05,07,356 for the shares bought back. The
total number of shares of the Company was reduced from 17589296 to
16957141 with the buy back of shares. The last day of this scheme of
buy back will be 30th September 2012.
Corporate Governance:
The Company will continue to uphold the true spirit of Corporate
Governance and implement the best governance practices. A report on
Corporate Governance pursuant to the provisions of Clause 49 of the
Listing Agreement forms part of the Annual Report. As required under
Clause 49 of the Listing Agreement, the Certificate regarding
compliance of conditions of corporate governance is enclosed to the
Report.
Whole time Director's Declaration:
Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing
Agreement, a declaration by the Whole time Director of the Company
declaring that all the members of the Board and the Senior Management
Personnel of the Company have affirmed compliance with the Code of
Conduct of the Company, is included in the Report of Corporate
Governance.
Listing at Stock Exchange:
The Equity Shares of the Company continue to be listed on Bombay Stock
Exchange Limited and the annual listing fees for the year 2012-13 has
been paid to the Exchange.
Auditors:
The present Auditors of the Company, M/s. Brahmayya & Co., Chartered
Accountants, Hyderabad, have expressed their unwillingness to be
re-appointed as Auditors on their retirement at the forthcoming Annual
General Meeting.
The Company has received a special notice from few shareholders of the
Company, in terms of the provisions of the Companies Act, 1956,
signifying the intention to propose the appointment M/s. Sarathy &
Balu, Chartered Accountants, Hyderabad, as Statutory Auditors of the
Company in the place of retiring auditors M/s. Brahmayya & Co.,
Chartered Accountants from the conclusion of the ensuing Annual General
Meeting till the conclusion of the next Annual General Meeting.
M/s. Sarathy & Balu, Chartered Accountants, Hyderabad have also
expressed their willingness to act as Auditors of the Company, if
appointed, and have further confirmed that the said appointment would
be in conformity with the provisions of Section 224 (1B) of the
Companies Act, 1956.
Board proposed a resolution to the notice of the Annual General Meeting
for the appointment of M/s. Sarathy & Balu, Chartered Accountants,
Hyderabad as Auditors of the Company.
Fixed Deposits
Your Company has not accepted/invited any deposits from the Public for
the year under review within the meaning of Section 58A of the
Companies Act, 1956 and the rules made there under.
Information u/s. 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the report of Board of
Directors) Rules, 1988.
Conservation of Energy, Technology Absorption, Foreign Exchange
earnings and Outgo:
a. Conservation of Energy: The operations of the Company involve low
energy consumption. Adequate measures have, however, been taken to
conserve energy.
b. Technology Absorption: Since business and technologies are changing
constantly, investment in research and development activities is of
paramount importance. Your Company continues its focus on quality
upgradation of product and services development.
c. Foreign Exchange earnings and outgo: Total foreign exchange
earnings during the year were Rs. 317.13 Lakhs (Previous year Rs.
1,065.83 Lakhs) and foreign exchange outgo was Rs. 1.70 Lakhs (previous
year Rs. 0.30 Lakhs).
Particulars of Employees:
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 is not required as
none of the employees falls under the category.
Directors' Responsibility Statement:
In terms of the provisions of section 217(2AA) of the Companies Act,
1956 (Act), your Directors confirm as under:
1. That, in the preparation of the annual accounts, the applicable
Accounting Standards had been followed along with the proper
explanation relating to material departures;
2. That, 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 or loss of the Company for that period.
3. That, the Directors had 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;
4. That, the Directors had prepared the annual accounts on a going
concern basis.
Particulars pursuant to Section 212 of the Companies Act, 1956:
Your company has prepared the consolidated financial statements in
accordance with the relevant accounting standards and the provisions of
the Companies Act, 1956 (Act). Pursuant to the provisions of Section
212 of the Act, documents in respect of the subsidiary company M/s.
SoftSol Resources Inc., USA viz., Directors' Report, Auditor's Report,
Balance Sheet and Profit and Loss Account, are attached the Annual
Report.
Acknowledgements:
Your Directors take this opportunity to thank all investors, business
partners, clients, banks, regulatory and governmental authorities,
stock exchanges and employees for their continued support.
On behalf of the Board of Directors
Bhaskar Rao Madala
Whole time Director
Place: Hyderabad
Date : 14.08.2012
Mar 31, 2011
Dear Members of
SoftSol India Limited
The Directors present their Twenty First Annual Report and the Audited
Statement of Accounts for the year ended March 31, 2011.
Financial Results
(Rs .in lakhs)
2010-11 2009-10
Gross Revenue 1065.83 2682.63
Total Expenditure 1019.83 1170.72
Operating Profit 46.00 1511.91
Other Income 895.59 769.22
Interest 1.07 0.83
Depreciation 238.41 264.25
Profit before Tax 738.72 2016.05
Provision for Taxation 150.50 331.29
Profit after Tax 588.22 1684.76
Earning per Share (Rs.) 3.34 9.54
During the year under review, your Company recorded income of
Rs.1065.83 Lakhs from export of software in comparison with previous
year's income of Rs. 2682.63 Lakhs. Your company achieved net profit of
Rs 588.22 Lakhs for the year in comparison with the previous year's net
profit of Rs. 1684.76 Lakhs.
SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your
Company, recorded total revenue of US$ 14.56 Millions in comparison
with the previous year's revenue of US$ 14.98 Millions. SRI recoded net
profit of US$ 71,988 for the year 2010 in comparison with the previous
year's net profit of US$ 41,766.
Management Discussions and Analysis Report
Management Discussions and Analysis Report, as required under the
Listing Agreement with the Stock Exchanges is forms part of the Report.
Dividend
In view of the financial performance of your Company during the year
2010-11, your Directors have not recom- mended any dividend for the
financial year 2010-11.
Directors:
As per the provisions of the Companies Act, 1956 read with Articles of
Association of the Company, Mr. B. S. Srinivasan, retire by rotation
and being eligible offer himself for re-appointment at this Annual
General Meeting.
Mr. Pamulapati Venkatramaiah has been appointed as Additional Directors
on 23rd May 2011. As per the provisions of Section 260 of the Companies
Act, 1956, he holds office only up to the date of the forthcoming
Annual General Meeting of the Company. The Company has received notices
under Section 257 of the Act in respect of the above persons, proposing
their appointment as a director of the Company, along with requisite
deposit. Resolution seek- ing approvals of the Shareholders for their
appointment have been incorporated in the Notice of the forthcoming
Annual General Meeting along with brief details of the candidates.
Corporate Governance:
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement, forms part of the Report.
Whole time Director's Declaration:
Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing
Agreement, a declaration by the Whole time Director of the Company
declaring that all the members of the Board and the Senior Management
Personnel of the Com- pany have affirmed compliance with the Code of
Conduct of the Company, is included in the Report of Corporate
Governance.
Listing at Stock Exchange:
The Equity Shares of the Company continue to be listed on Bombay Stock
Exchange Limited and the annual listing fees for the years 2010-11 and
2011-12 have been paid to the Exchange.
Auditors:
M/s. Brahmayya & Co., Chartered Accountants, retire as Auditors of the
Company at the conclusion of the Annual General Meeting and being
eligible, offer themselves for re-appointment as Auditors.
Fixed Deposits
Your Company has not accepted/invited any deposits from the Public for
the year under review within the meaning of Section 58A of the
Companies Act, 1956 and the rules made there under.
Information u/s. 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the report of Board of
Directors) Rules, 1988.
Conservation of Energy, Technology Absorption, Foreign Exchange
earnings and Outgo:
a. Conservation of Energy: The operations of the Company involve low
energy consumption. Adequate measures have, however, been taken to
conserve energy.
b. Technology Absorption: Since business and technologies are changing
constantly, investment in research and development activities is of
paramount importance. Your Company continues its focus on quality
upgradation of product and services development.
c. Foreign Exchange earnings and outgo: Total foreign exchange earnings
during the year were Rs. 1,065.83 Lakhs (Previous year Rs. 2682.63
Lakhs) and foreign exchange outgo was Rs. 0.30 Lakhs (previous year Rs.
1.94 Lakhs).
Particulars of Employees:
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 is not required as
none of the employees falls under the category.
Directors' Responsibility Statement:
In terms of the provisions of section 217(2AA) of the Companies Act,
1956 (Act), your Directors confirm as under:
1. That, in the preparation of the annual accounts, the applicable
Accounting Standards had been followed along with the proper
explanation relating to material departures;
2. That, 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 or loss of the Company for that period;
3. That, the Directors had 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;
4. That, the Directors had prepared the annual accounts on a going
concern basis.
Acknowledgements:
Your Directors take this opportunity to thank all investors, business
partners, clients, banks, regulatory and govern- mental authorities,
stock exchanges and employees for their continued support.
On behalf of the Board of Directors
Bhaskar Rao Madala
Whole time Director
Place: Hyderabad
Date: 12-08-2011
Mar 31, 2010
The Directors present their Twentieth Annual Report and the Audited
Statement of Accounts for the year ended March 31, 2010.
Financial Results
(Rs .in lakhs)
2009-10 2008-09
Gross Revenue 2682.63 3707.91
Total Expenditure 1170.72 1264.00
Operating Profit 1511.91 2443.91
Other Income 769.22 905.00
Interest 0.83 2.80
Depreciation 264.25 292.57
Profit before Tax 2016.05 3053.53
Provision for Taxation 331.29 401.73
Profit after Tax 1684.76 2651.79
Earning per Share (Rs.) 9.54 14.23
During the year under review, your Company recorded income of
Rs.2682.63 Lakhs from export of software in comparison with previous
years income of Rs. 3707.91 Lakhs. Your company achieved net profit of
Rs 1684.76 Lakhs for the year in comparison with the previous years
net profit of Rs. 2651.79 Lakhs.
SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your
Company, recorded totaJ revenue of US$ 14.98 Millions in comparison
with the previous years revenue of US$ 15.04 Millions. SRI recoded net
profit of US$41,766 for the year 2009 in comparison with the previous
years net profit of US$ 62087.
Management Discussions and Analysis Report
Management Discussions and Analysis Report, as required under the
Listing Agreement with the Stock Exchanges is forms part of the Report.
Dividend
In view of growth opportunities available to the Company, your
directors recommend plough back of all profits. Consequendy, there will
be no dividend outflow from the Company.
Directors:
As per the provisions of the Companies Act, 1956 read with Articles of
Association of the Company, Dr. T. Hanuman Chowdary, retire by rotation
and being eligible offer himself for re-appointment at this Annual
General Meeting.
Corporate Governance:
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement, forms part of the Report.
Buy-back of Shares:
During the year under review your Company bought back 10,38,312 fully
paid equity shares in the open market mode on the Bombay Stock Exchange
Limited pursuant to the resolution passed by the Board of Directors at
their meeting held on 30th July 2009. The Company spent Rs.
5,65,84,073.70 paise for the shares bought back. The number of shares
of the Company was reduced from 18655808 to 17617496 with the buyback
of shares. But as on 31-03-2010 9,85,708 fully paid Equity Shares were
actually extinguished at NSDL. Hence these many shares only reduced in
the financial statements as at 31-03-2010.
CEOs Declaration:
Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing
Agreement, a declaration by the Whole time Director of the Company
declaring that all the members of the Board and the Senior Management
Personnel of the Company have affirmed compliance with the Code of
Conduct of the Company, is enclosed as Annexure to this Report
Listing at Stock Exchange:
The Equity Shares of the Company continue to be listed on Bombay Stock
Exchange Limited and the annual listing fees for the year 2009-10 have
been paid to the Exchange.
Auditors:
M/s. Brahmayya & Co., Chartered Accountants, retire as Auditors of the
Company at the conclusion of the Annual General Meeting and being
eligible, offer themselves for re-appointment as Auditors.
Fixed Deposits
Your Company has not accepted/invited any deposits from the Public for
the year under review within the meaning of Section 58A of the
Companies Act, 1956 and the rules made there under.
Information u/s. 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the report of Board of
Directors) Rules, 1988.
Conservation of Energy, Technology Absorption, Foreign Exchange
earnings and Outgo:
a. Conservation of Energy: The operations of the Company involve low
energy consumption. Adequate measures have, however, been taken to
conserve energy.
b. Technology Absorption: Since business and technologies are changing
constandy, investment in research and development activities is of
paramount importance. Your Company continues its focus on quality up
gradation of product and services development.
c. Foreign Exchange earnings and outgo: Total foreign exchange
earnings during the year were Rs 2682.63 Lakhs (Previous year Rs.
3707.91 Lakhs) and foreign exchange outgo was Rs. 1.94 Lakhs (previous
year Rs. 12.44 Lakhs).
Particulars of Employees:
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 is not required as
no employee falls under the category.
Directors Responsibility Statement:
In terms of the provisions of section 217(2AA) of the Companies Act,
1956 (Act), your Directors confirm as under:
1. That, in the preparation of the annual accounts, the applicable
Accounting Standards had been followed along with the proper
explanation relating to material departures;
2. That, 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 or loss of the Company for that period.
3. That, the Directors had 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;
4. That, the Directors had prepared the annual accounts on a going
concern basis.
Acknowledgements:
Your Directors take this opportunity to thank all investors, business
partners, clients, banks, regulatory and governmental authorities,
stock exchanges and employees for their continued support.
On behalf of the Board of Directors
Bhaskar Rao Madala
Whole time Director
Place: Hyderabad
Date: 12-08-2010