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Directors Report of Softsol India Ltd.

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

 
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