Mar 31, 2023
Your Directors have pleasure in presenting their 43rd Annual Report and audited financials for the financial year 2022-23. The financial highlights of the Company are as follows:
Financial Results
(Rs. in Lakhs) |
||||
PARTICULARS |
STANDALONE |
CONSOLIDATED |
||
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
|
Total Income |
1,411.02 |
1,927.41 |
15,161.08 |
11,988.65 |
Finance Charges |
3.76 |
12.70 |
11.73 |
35.49 |
Depreciation And Amortization |
41.76 |
42.82 |
94.92 |
81.38 |
Profit / (Loss) Before Tax |
34.23 |
62.20 |
72.40 |
1359.36 |
Provision for Tax |
13.34 |
56.49 |
50.61 |
105.78 |
Profit / (Loss) After Tax |
20.89 |
5.71 |
21.79 |
1253.58 |
Profit bought forward from previous year |
709.34 |
703.63 |
(1795.82) |
(3049.40) |
Surplus carried forward |
730.23 |
709.34 |
(1,774.03) |
(1795.82) |
Earnings Per Share |
0.33 |
0.09 |
0.35 |
19.98 |
Accounting treatment in preparation of Financial Statements
The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the Companies Act, 2013.
During the Period under review the revenue from operations is ? 1,407.60 Lakhs. For the year ended on March 31,2023, the Companyâs Profit before tax stood at ? 34.23 Lakhs.
Your Directorsâ, keeping in view of the prevailing circumstances, have decided not to recommend payment of any dividend for the year.
Subsidiary Companies
The Company has three subsidiaries (apart from step down subsidiary companies) as on March 31,2023.
A Statement containing the details of the subsidiaries of the Company is appended as an Annexure to this Report.
1. SITI Corporation, USA
2. AccelForce Pte. Ltd., Singapore
3. 5Element Homes Private Limited
1. SolixTechnologies Inc., USA
2. Emagia Corporation., USA
3. Solix Softech Private Limited, India (Subsidiary of Solix Technologies Inc., USA)
Our capacity to generate value within our portfolio companies has consistently been supported by our unique combination of abundant resources, extensive knowledge, and far-reaching networks. With a proven history of delivering inventive value-added solutions, we have refined an exceptionally successful approach that remains our primary execution strategy.
Our array of software products is designed to address distinct technical hurdles and can be purchased individually. Nevertheless, our product development and sales endeavors primarily concentrate on crafting solutions that empower businesses to enhance their cost-efficiency, flexibility, and productivity. Our product line is categorized into three main domains: Enterprise Data Management, Enterprise Cash Flow Management, and Enterprise Talent Management.
Enterprise Data Management: Embracing Digital Transformation and Harnessing Dataâs Power
In the landscape of business evolution, digital transformation stands as the guiding light, with data serving as its very core. Business leaders are awakening to the potential of digital technology to not only supercharge performance but also disrupt entire markets. Those who embark on this journey early hold the key to substantial competitive edge, while those who lag behind face an uphill battle for survival. The corporate drive to leverage the vast reservoirs of data generated through digital transformation is now more fervent than ever, aiming to deliver unparalleled customer experiences, streamline operations, and fuel greater revenue streams.
On a global scale, enterprises are turning their attention towards comprehensive enterprise data management solutions to power their digital transformation endeavors. Amidst all the technological advancements, the primary objective of digital transformation remains constant: to cultivate a culture of data-driven decisionmaking. Enterprises ascend to a higher level of competitiveness by capturing pivotal business events through data. These events encompass intricate activities drawn from diverse sources such as the web, customer systems, ERP transactions, social media, IoT, streaming platforms, and even machine-generated data.
Through the real-time collection and processing of event-driven data, managers attain a heightened situational awareness, empowering them to make astute decisions with precision.
According to the market report released by the U.S., the enterprise data management marketâs size is projected in terms of USD Billion for the years 2020 to 2030. The global market for enterprise data management achieved a valuation of USD 89.34 billion in 2022 and anticipates a Compound Annual Growth Rate (CAGR) of 12.1% from 2023 to 2030. The expansion of this industry is attributed to several key factors, including the increasing adoption of parallel processing architecture, heightened emphasis on risk management, the progressive transition from manual to automated business operations, the exponential surge in data volume, and the escalating concerns regarding security. In response to the global crisis, organizations across the globe have increasingly relied upon enterprise data management providers for a diverse array of services and solutions. This trend is poised to persist in the foreseeable future.
This sector extends significant advantages to businesses and enterprises by furnishing cohesive integration with consuming applications, meticulous data oversight, elevated levels of transparency, and adept support for ongoing regulatory frameworks and compliance measures. The surging demand for seamless data integration and advanced visual analytics has been instrumental in propelling the industryâs growth trajectory.
Through the facilitation of real-time analysis, the incorporation of Artificial Intelligence (AI) within cognitive media solutions, such as whiteboard videos and animations, empowers the instantaneous synthesis of data to enable efficacious decision-making. Furthermore, vendors are introducing Al-driven products aimed at bolstering the AI capabilities of analytics. Consequently, numerous enterprises are integrating business analytics software into their operational frameworks to achieve dynamic representations of data.
In the realm of IT, digital technology is orchestrating a profound shift from its traditional role of mere cost control to one of strategic empowerment and innovation. This transformation is elevating digitalization to the zenith of priorities for enterprise Chief Information Officers (CIOs). Leading the charge in the digital revolution, companies are witnessing their IT teams evolve into pivotal partners, enabling the realization of desired outcomes. Itâs pivotal to recognize that the crux of digital transformation lies less in the technologies themselves and more in the transformative effects they wield over processes, productivity, customer experiences, and the identification of competitive prospects.
Businesses are resolutely embracing digital technology with the overarching aim of instilling a data-driven ethos. Nevertheless, a contemporary approach is imperative to manage the escalating volume, diversity, and rapidity of the influx of new data, along with the substantial computational resources essential for its processing. The unchecked proliferation of data can swiftly shift the promise of digital transformation into a predicament, as the unparalleled growth of data is intrinsically linked to this ongoing revolution.
This data surge stems from the dynamic redefinition of enterprise data. While structured data residing in Enterprise Resource Planning (ERP) and Customer Relationship Management (CRM) systems remains pivotal, the ascendancy of unstructured data is notable. In the contemporary landscape, a significant portionâ approximately 80%âof âenterprise dataâ constitutes unstructured data, encompassing documents, text, CSV files, audio, video, online click streams, social media posts, and logs from Internet of Things (IoT) devices. Consequently, every organization today finds itself enveloped in a wealth of data, a promising harbinger for the success of their missions, as data lies at the nucleus of the digital revolution and stands as a cardinal ingredient in the triumph of digital transformation.
However, the exponential surge in data volume poses challenges, potentially inundating organizations that lack preparedness. This scenario can culminate in escalated storage and maintenance costs, compromised application performance and availability, and intricacies in data access, privacy, and regulatory compliance. While data deletion might seem a solution for managing data growth, it often clashes with the demands of business operations, legal obligations, and compliance standards, which increasingly necessitate real-time access to comprehensive information over extended periods. Mismanagement of these demands can impede the success of Data Transformation initiatives.
Rising Trend of Embracing Cloud Solutions
The ongoing surge in the adoption of cloud-based solutions is playing a pivotal role in propelling overall industry growth. This trend spans across businesses of varying scales - from large corporations to medium and small enterprises - owing to the enticing combination of cost-effectiveness and on-demand scalability presented by cloud technology. Cloud deployments are swiftly emerging as the favored choice, attributed to their rapid deployment capabilities, seamless data access across diverse locations, adaptable storage expansion as per requirements, and considerably lower support and maintenance costs compared to traditional on-premise setups.
Enterprise Cash Flow Management
In the realm of business vitality, cash flow reigns supreme. In the present landscape, corporations are confronted with significant pressures to optimize the performance of their receivables. Often referred to as trade credit, receivables stand as the most economically sound means to expedite cash flow.
However, the challenge lies in the timely accessibility of information pertaining to receivables, especially when it is dispersed across various disconnected systems. The intricate web of disjointed manual processes further exacerbates the complexity, hindering finance executives from effectively assessing credit risk and the efficiency of collections.
The realm of efficient receivables management extends beyond mere transactional processes. It encompasses the judicious management of credit policies and the automation of credit-to-cash workflows. This, in turn, amplifies the efficiency of a companyâs cash conversion operations. By expediting revenue cycles and strategically minimizing credit constraints, the intrinsic value of the company is maximized, ushering in enhanced financial vigor.
Enterprise Talent Management
We are committed to fortifying our technological prowess and expertise in technology and IT-focused recruitment automation and services. By combining our cutting-edge technology solutions with Recruitment Process Outsourcing (RPO) services, we augment the value proposition for talent management and staffing organizations. Our strategic vision revolves around reinforcing our technology-driven recruitment process outsourcing services, with a dedicated focus on serving our clientele in North America.
Within our portfolio of professional services lies a diverse array of consulting offerings, encompassing critical areas like systems planning, design, installation, and seamless integration, all underpinned by our comprehensive suite of products. Our professional services are available both during the initial implementation of our products and on an ongoing basis, ensuring our clientsâ evolving needs are met. Our robust network of resellers, professional service providers, and system integrators plays a pivotal role in product deployment, bolstering our capabilities and amplifying the technical expertise available for delivering the full spectrum of professional services necessary for product deployment.
To cater to the diverse requirements of our expansive customer base, we present an array of software support and maintenance options. These comprehensive support plans include around-the-clock coverage, available seven days a week, every day of the year, to cater to the global demands of our customers. Our robust support infrastructure spans the globe, with major support centers strategically located in Santa Clara, California, USA, and Hyderabad, India, supplemented by our extensive reseller network.
In addition to our geographically dispersed support teams, we offer an accessible customer support website designed to empower our clients. This platform enables streamlined service request submissions, offers confirmations upon request receipt, and provides real-time updates on the status of these requests. Our customer support website is not only a hub for service-related interactions but also a comprehensive resource for accessing our support protocols, escalation channels for updates, and up-to-date information about our products.
Consolidated financial statements
In compliance with Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with Accounting Standard AS-23 on Accounting for Investments in Associates and Section 129(3) and other relevant provisions of Companies Act 2013, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended on March 31,2023, which form part of this Annual Report.
The Company will make available the Annual Reports of the aforesaid subsidiaries upon request by any member/investor of the Company/subsidiary companies. Further, the Annual Reports of the subsidiary companies will also be kept open for inspection by any member/investor at the Companyâs registered office and that of the subsidiaries concerned.
Meetings of the Committees and Board of Directors
Board Meetings: During the financial year 2022-23, 5 (Five) Board Meetings were held.
The dates on which the Board meetings were held 23rd May, 2022, 10th August, 2022, 02nd September, 2022, 14th November, 2022, and 13th February, 2023.
The attendance record of the Directors at the Board Meetings held during the financial year 2022-23 and at the 42nd Annual General Meeting held on 29th September 2022 is as given here under:
Name of the Director |
No. of Board Meetings held |
No. of Board Meetings attended |
Whether attended last AGM |
Mr. Sai Gundavelli |
5 |
1 |
Yes |
Mrs. Veena Gundavelli |
5 |
1 |
Yes |
Mrs. Geetanjali Toopran |
5 |
4 |
Yes |
Mr. Venkata Satya Suryanarayana Raju Chiluvuri |
5 |
4 |
No |
Dr. Rafiq K. Dossani |
5 |
1 |
No |
Mr. Jnana Ranjan Dash |
5 |
1 |
No |
Dr. Ananda Prabhu Valaboju Kesari |
5 |
4 |
No |
During the Financial Year 2022-23, Audit Committee met Four times. The maximum time gap between any two meetings was not more than four months. The Audit Committee meetings were held 23rd May, 2022, 10th August, 2022, 14th November, 2022, and 13th February, 2023.
The Composition and attendance of members at the Committee meetings is given here under.
Name of the Director |
Category |
Designation |
No. of Meetings |
|
Held |
Attended |
|||
Dr. Ananda Prabhu Valaboju Kesari |
Independent Director |
Chairman |
4 |
4 |
Mr. Venkata Satya Suryanarayana Raju Chiluvuri |
Independent Director |
Member |
4 |
4 |
Mrs. Geetanjali Toopran |
Whole Time Director & CFO |
Member |
4 |
4 |
There is no such incidence where Board has not accepted the recommendations of the Audit Committee during the year under review.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises Three Non-Executive Directors as members. 2 of them are Independent Directors. During the year 2022-23, the Nomination and Remuneration Committee has met on 23rd May, 2022 and 13th February, 2023.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee consists of Two Non-Executive Directors and One Executive Director.
During 2022-23, the Committee has met on 23rd May, 2022, 10th August, 2022, 14th November, 2022, and 13th February, 2023.
Composition of the Stakeholders Relationship Committee and the details of meetings held and attended by its members are given below:
Name of the Director |
Category |
Designation |
No. of Meetings |
|
Held |
Attended |
|||
Dr. Ananda Prabhu Valaboju Kesari |
Independent Director |
Chairman |
4 |
4 |
Mr. Venkata Satya Suryanarayana Raju Chiluvuri |
Independent Director |
Member |
4 |
4 |
Mrs. Geetanjali Toopran |
Whole Time Director & CFO |
Member |
4 |
4 |
Directors Responsibility Statements as required under Section 134 of the Companies Act, 2013
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
i. in the preparation of the Annual Accounts for the year ended on 31st March, 2023, the applicable Accounting Standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and that there are no material departures from the same;
ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
iv. the Annual Accounts for the year ended on 31st March, 2023 have been prepared on a going concern basis.
v. 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.
vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.
Statement of Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies Act, 2013
The Independent Directors have submitted the declaration of independence, as required under Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6).
Statement of Particulars of Employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
There were no employees, who employed throughout the relevant financial year and in receipt of remuneration, in aggregate, exceeding ? 1.02 Crore (Rupees One Crore and Two Lakhs) per year or ? 8.50 Lakhs (Rupees Eight Lakhs and Fifty Thousand) per month, if employed for a part of the relevant financial year.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of following 3 Directors namely Dr. Ananda Prabhu Valaboju Kesari, Mr. Venkata Satya Suryanarayana Raju Chiluvuri and Mr. Sai Gundavelli as members.
Separate meetings of the Independent Directors
The Independent Directors met once on 13th February, 2023, to discuss, inter alia:
⢠Review the performance of Non-Independent Directors and the Board of Directors as a whole;
⢠Review the performance of the Chairperson of the company;
⢠Assess the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
Performance evaluation criteria for Independent Directors
The performance of Independent Directors is evaluated annually on the following parameters:
⢠Understanding of the companyâs business as well as the markets and industry it operates in
⢠Effective usage of the experience brought to the board
⢠Level of involvement and participation in the meetings as also in the affairs of the company
⢠Engagement with other directors and senior leadership of the company.
Brief description of terms of reference:
- Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;
- Carry on the evaluation of every Directorâs performance; formulation of the criteria for determining qualifications, positive attributes and independence of a Director;
- Recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees;
- Formulation of criteria for evaluation of Independent Directors and the Board;
- Devising a policy on Board diversity; and
- Any other matter as the Board may decide from time to time.
Nomination and Remuneration policy
The objectives of the Policy
1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.
2. To determine remuneration based on the Companyâs size and financial position and trends and practices on remuneration prevailing in peer companies.
3. To carry out evaluation of the performance of Directors.
4. To provide them rewards linked directly to their effort, performance, dedication and achievement relating to the Companyâs operations.
5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices. The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities.
As per the provision of Regulation 15(2) of the Listing Regulations, Compliance with Corporate Governance provisions as specified in the regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply to listed entites having paid-up equity share capital not exceeding ? 10 Crores and net worth not exceeding ? 25 Crores as on the last date of previous financial year. The Company being falling under the specified limits of above regulation, requirement of giving Corporate Governance report in Annual Report as per the Para C of the Schedule V is exempted.
Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013
During the period under review, all transactions entered into with the related parties as defined under the Companies Act, 2013 were in the ordinary course of business and on an armâs length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. The Company is exempted from Regulation 23 of SEBI (LODR) Regulations, 2015 and hence the Company is not mandated to seek approval from members for entering into transactions which are material in nature. The details of related party transactions are mentioned in AOC-2, which is enclosed as Annexure I to this Report. Also suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the Standalone Financial Statement, which is forming part of the Annual Report.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. There were no particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013, which are not on an armâs length basis.
A copy of the Annual Return of the Company for the Financial year 2022-23, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Companyâs website https://www.technvision.com/investors (Annual Return 2023).
LISTING WITH STOCK EXCHANGES
The Company has paid the Annual Listing Fees for the year 2022-23 to the Exchange where the Companyâs shares are listed i.e. the BSE Ltd (âBSEâ).
MAINTENANCE OF COST RECORDS
Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.
The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014
Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - II to this Report.
The Company had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures laid down to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company.
Mechanism for Evaluation of Board
Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and the Individual Directors.
A) Criteria for evaluation of Board of Directors as a whole
i. Identifying, Defining and Extent of realising the corporate objectives.
ii. Regular monitoring of plans and Corporate results against projections.
iii. Direct, monitor and evaluate Key managerial personnel, Senior officials.
iv. Review of companyâs ethical conduct.
v. The flow of information to board members and between board members.
vi. Identify, monitor and mitigate significant corporate risks.
B) Criteria for evaluation of the individual Directors
i. Leadership and stewardship abilities.
ii. Ability to contribute by introducing best practices to address top management issues;
iii. Assess policies, structures and procedures.
iv. Review of strategic and operational plans and objectives.
v. Statutory compliance & Corporate governance.
vi. Attendance and contribution at Board/Committee meetings.
Details of loans, guarantees and investments
The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with the Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the Notes to the Financial Statements forming part of this Annual Report.
Directors and Key Managerial Persons
Mrs. Geetanjali Toopran, Director, retire by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting.
Details of Directors or Key Managerial Personnel, who has been appointed or resigned during the Year
As on the even date of this report, the Board of Directors as per the recommendation of Nomination and Remuneration committee, in their meeting held on 13th February, 2023 had reappointed Mrs. Geetanjali Toopran (DIN: 01498741), as Whole Time Director on the Board for five consecutive years.
The Company has not accepted any deposits from the Public covered by the provisions of Section 73 of the Companies Act, 2013.
Corporate Social Responsibility (CSR)
During the period under review, the provisions of Section 135 of the Companies Act, 2013 w.r.t. Corporate Social Responsibility are not applicable to the Company.
Compliance with Secretarial Standards on Board and Annual General Meetings
The Company has complied with Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
M/s. Ramu & Ravi., Chartered Accountants (Firm Registration No. 006610S) have been appointed as statutory auditors of the company at the 42nd Annual General Meeting held on 29.09.2022 and they are holding the office of the auditors up to the conclusion 47th Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. JRA & ASSOCIATES LLP, Hyderabad, Practicing Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as âAnnexure - INâ.
Explanations or comments on qualification, reservation or adverse remark or disclaimer made by the Auditors.
i. Independent Auditors Report:
The Notes to Accounts forming part of Annual accounts are Self-Explanatory and need no further explanation. There are no qualifications/remarks raised in Auditors Report requiring clarification.
ii. Secretarial Audit Report:
There are no qualifications/remarks raised in Secretarial Auditors Report requiring clarifications or explanations.
Disclosure Requirements
Policy in dealing with related party transactions, whistle blower policy, prevention of sexual harassment of women at workplace are available on the companyâs website: http://www.technvision.com.
The Board of Directors has adopted a Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.
Statement of particulars of appointment and remuneration of managerial personnel
The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - IV to this Annual Report.
Internal Control Systems and their adequacy
The Company has an adequate internal control system commensurate with the size and complexity of the organization. The Company has undertaken a comprehensive review of all internal control systems to take care of the needs of the expanding size of the Company and also upgraded the IT support systems. A system of internal audit to meet the statutory requirement as well as to ensure proper implementation of management and accounting controls is in place. The Audit Committee periodically reviews the adequacy of the internal audit functions.
State of Affairs of the Company
The State of Affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this Report.
Change in the nature of business
There is no change in the nature of business of the Company.
The details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and companyâs operations in future
No Significant and material orders have been passed during the year by the Regulators or Courts or Tribunals impacting the Going Concern status and companyâs operations in future.
Material changes and commitments
There are no Material changes and commitments in the business operations of the Company from the financial year ended on 31 March 2023 to the date of signing of the Directorâs Report.
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year ended on 31 March 2023, the Company has not received any Complaints pertaining to Sexual Harassment from anyone.
Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockists, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.
Your Directors also wish to place on record their appreciation of all employees at all levels for their commitment, hard work and dedicated support.
Mar 31, 2018
DIRECTORS'' REPORT
Dear Shareholders,
Your Directors have pleasure in presenting their 38th Annual Report and audited financials for the financial year 2017-18. The financial highlights of the Company are as follows:
Financial Results
(Rs in Lakhs) |
||||
PARTICULARS |
STANDALONE |
CONSOLIDATED |
||
2017-2018 |
2016-2017 |
2017-2018 |
2016-2017 |
|
Total Income |
671.24 |
593.89 |
5031.82 |
4654.17 |
Finance Charges |
1.21 |
1.97 |
4.32 |
3.23 |
Depreciation And Amortization |
14.88 |
14.77 |
16.31 |
17.12 |
Profit / (Loss) Before Tax |
16.01 |
6.43 |
(338.02) |
30.91 |
Provision for Tax |
7.55 |
4.18 |
20.86 |
23.91 |
Profit /(Loss) After Tax |
8.47 |
2.25 |
(358.88) |
7.00 |
Profit bought forward from previous year |
660.21 |
657.97 |
930.12 |
923.12 |
Surplus carried forward |
668.68 |
660.222 |
571.24 |
930.12 |
Earnings Per Share |
0.13 |
0.04 |
(5.72) |
(0.39) |
State of Company Affairs
During the Period under review the revenue from operations is Rs 651.24 Lakhs representing an increase of 10.11% over the previous year Rs 591.41 Lakhs. For the Financial ended on March 31, 2018, the Company''s Profit before tax stood at Rs 16.01 Lakhs.
Dividend
Your Directors'' keeping in view of the prevailing circumstances, have decided not to recommend payment of any dividend for the year.
Subsidiary Companies
The Company has two subsidiaries (apart from step down subsidiary companies) as on March 31, 2018.
1. SITI Corporation, USA
2. Accel Force Pte. Ltd., Singapore
Step Down Subsidiaries of Accel Force Pte Ltd., Singapore
1. SolixTechnologies Inc., USA
2. Emagia Corporation., USA
3. Solix Softech Private Limited, India (Subsidiary of Solix Technologies Inc., USA)
Business Plans
Our ability to create value in our portfolio companies has always been underpinned by the differentiated scale of resources, knowledge and networks. With a track record in delivering innovative value creation solutions, we have developed a highly-effective approach and that will continue to be our key execution strategy.
We offer a wide range of software products that can be sold individually to solve specific technical challenges, but the emphasis of our product development and sales efforts is to create products that enable businesses to be more cost-effective, agile and efficient. We divide our products into three major groups: Enterprise Data Management, Enterprise Cash Flow Management and Enterprise Talent Management.
Enterprise Data Management
According to a recent survey by Gartner, data growth is now the leading data center infrastructure challenge1. Left unchecked data growth impacts application performance, increases costs and challenges compliance objectives.
"While all the top data center hardware infrastructure challenges impact cost to some degree, data growth is particularly associated with increased costs relative to hardware, software, associated maintenance, administration and services," said April Adams, Research Director at Gartner2.
Structured data growth is capable of stripping entire data centers of cooling and power capacity. Data replication and disaster recovery processes are impacted because more and more data is harder and harder to move. System availability is reduced as mission critical batch processes are no longer able to execute within scheduled times, and "outage windows" necessary to convert ERP data during upgrade cycles extends from hours to days.
Unstructured data growth poses just as serious a challenge. Email, images, video, machine generated data and social files are equally as critical to business success, and unstructured data is being created and stored at an even higher rate.
And equally important, increasing user demand for specialized analytics to mine enterprise data for better business results has compounded the data growth challenge. Gartner has remarked that, "by 2017, 75% of structured data archiving applications will incorporate support for big data analytics."3
1 http://www.gartner.com/newroom/id/1460213
2 http://www.gartner.com/it/page.jsp ?id= 1460213
3 http://www.solix.com/company/solix-positioned-as-a-leader-gartner-mq-structured-data-archiving-application-retirement
Enterprise Cash Flow Management
Cashflow is the lifeblood of any business. Today''s corporations face tremendous pressure to maximize receivables performance. Also known as trade credit, receivables are the most cost efficient resources to accelerate the cash flow.
Lack of timely information on receivables stored in multiple disparate systems and the complexity introduced by disconnected manual processes, impede many finance executives'' ability to measure and monitor credit risk and collections efficiency.
Effective receivables management involves ensuring effective credit policy management and automation of credit-to-cash processes, which increase the efficiency of a firm''s cash conversion operations. Accelerating revenue cycles and lowering credit maximizes the value of the firm.
1 http://www.gartner.com/newsroom/id/1460213
2 http://www.gartner.com/it/page.jsp ?id=1460213
3 http://www.solix.com/company/solix-positioned-as-a-leader-gartner-mq-structured-data-archiving-application-retirement
Enterprise Cash Flow Management
Cashflow is the lifeblood of any business. Today''s corporations face tremendous pressure to maximize receivables performance. Also known as trade credit, receivables are the most cost efficient resources to accelerate the cash flow.
Lack of timely information on receivables stored in multiple disparate systems and the complexity introduced by disconnected manual processes, impede many finance executives'' ability to measure and monitor credit risk and collections efficiency.
Effective receivables management involves ensuring effective credit policy management and automation of credit-to-cash processes, which increase the efficiency of a firm''s cash conversion operations. Accelerating revenue cycles and lowering credit maximizes the value of the firm.
Enterprise Talent Management
We will continue to strengthen our products and services strength in technology and IT related recruiting automation and services. Our technology solutions coupled with RPO services add value to talent management and staffing organizations. Our plans continue to strengthen our technology enhanced recruitment process outsourcing services to our customers in North America.
Our professional services include a wide range of consulting services such as systems planning and design, installation and systems integration based on our suite of products. We offer our professional services with the initial deployment of our products as well as on an ongoing basis to address the continuing needs of our customers. We also have relationships with resellers, professional service organizations and system integrators which include their participation in the deployment of our products to our customers. These relationships help promote our product and service offerings and provide additional technical expertise to enable us to provide the full range of professional services our customers require to deploy our products.
We offer a suite of software support and maintenance options that are designed to meet the needs of our diverse customer base. These support options include 24 hour coverage that is available seven days a week, 365 days a year, to meet the needs of our global customers. To accomplish this level of support we have established a worldwide support organization with major support centers in Santa Clara, California, USA and Hyderabad, India and also thru our reseller network. In addition to support teams around the globe, we have a customer support website that provides our customers with the ability to submit service requests receive confirmation that a service request has been opened and obtain current status on these requests. Additionally, the customer support website provides access to our support procedures, escalation numbers to provide updates and new information about our products.
Consolidated financial statements
In compliance with Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with Accounting Standard AS-23 on Accounting for Investments in Associates and Section 129(3) and other relevant provisions of Companies Act 2013, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended on March 31, 2018, which form part of this Annual Report. The Company will make available the Annual Reports of the aforesaid subsidiaries upon request by any member/ investor of the Company/subsidiary companies. Further, the Annual Reports of the subsidiary companies will also be kept open for inspection by any member/investor at the Company''s registered office and that of the subsidiaries concerned.
Number of Meetings of the Board of Directors
During the financial year 2017-18, Nine Board Meetings were held.
The date on which the Board meetings were held 01st May, 2017, 29th May, 2017, 12th June, 2017, 28th July, 2017, 11th August, 2017, 12th October, 2017, 14th November, 2017, 14th February, 2018 and 23rd February, 2018.
Directors Responsibility Statements as required under Section 134 of the Companies Act, 2013
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:
i. in the preparation of the Annual Accounts for the year ended on 31st March, 2018, the applicable Accounting Standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and that there are no material departures from the same;
ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
iv. the Annual Accounts for the year ended on 31st March, 2018 have been prepared on a going concern basis.
v. 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.
vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.
Statement of Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies act, 2013
The Independent Directors have submitted the declaration of independence, as required under Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6).
Statement of Particulars of Employees pursuant to the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
There were no employees, who employed throughout the relevant financial year and in receipt of remuneration, in aggregate, exceeding One Crore and Two Lakhs Rupees or Eight Lakhs and Fifty Thousand per month, if employed for a part of the relevant financial year.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of following Four Directors namely Mr. G.R. Venugopala Chary, Mr. Jnana Ranjan Dash, Dr. Rafiq K. Dossani and Dr. Ananda Prabhu Valaboju Kesari as members.
Brief description of terms of reference:
identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal; carry on the evaluation of every director''s performance; formulation of the criteria for determining qualifications, positive attributes and independence of a director; recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees; formulation of criteria for evaluation of Independent Directors and the Board;devising a policy on Board diversity; and any other matter as the Board may decide from time to time.
Nomination and Remuneration policy
The objectives of the Policy
1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.
2. To determine remuneration based on the Company''s size and financial position and trends and practices on remuneration prevailing in peer companies.
3. To carry out evaluation of the performance of Directors.
4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.
5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013
The particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure -I to this Report.
Extracts of Annual Return
The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - II to this Report.
The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014
Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - III to this Report.
Risk Management Policy
The Company had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures laid down to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company.
Mechanism for Evaluation of Board
Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.
A) Criteria for evaluation of Board of Directors as a whole
i. Identifying, Defining and Extent of realising the corporate objectives
ii. Regular monitoring of plans and Corporate results against projections.
iii. Direct, monitor and evaluate Key managerial personnel, Senior officials.
iv. Review of company''s ethical conduct.
v. The flow of information to board members and between board members;
vi. Identify, monitor and mitigate significant corporate risks
B) Criteria for evaluation of the Individual Directors
i. Leadership and stewardship abilities.
ii. Ability to contribute by introducing best practices to address top management issues;
iii. Assess policies, structures and procedures.
iv. Review of strategic and operational plans and objectives.
v. Statutory compliance & Corporate governance;
vi. Attendance and contribution at Board/Committee meetings;
Details of loans, guarantees and investments
There were no loans, guarantees and investments made by the Company during the year under review.
Directors and Key Managerial Person
Mrs. Sai Gundavelli, Director, retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.
Details of Directors or Key Managerial Personnel, who was appointed or resigned during the Year.
As per the recommendation of Nomination and Remuneration Committee, The Board of Directors in their meeting held on 14th February, 2018, appointed Mrs. Geetanjali Toopran as Whole Time Director for a period of 5 years w.e.f. 14th February, 2018 to 13th February, 2023, subject to approval of shareholders at the ensuing 38th Annual General Meeting.
Deposits
The Company has not accepted any deposits from the Public covered by the provisions of Section 73 of the Companies Act, 2013.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. JRA & ASSOCIATES LLP, Hyderabad, Practicing Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure - IV.
The Secretarial Auditor''s Report does not contain any qualifications, reservations or adverse remarks except the following:
a. The Five percent of shareholding of promoter(s) and promoter group is not in dematerialized form.
Boards'' Reply:
It is understood that the promoters are in the process of dematerialization of the physical stocks.
Audit Committee
Audit Committee consists of the following members namely Mr. G.R. Venugopala Chary, Chairman of the Committee, Dr. Rafiq K. Dossani, Mr. Jnana Ranjan Dash, Dr. Ananda Prabhu Valaboju Kesari and Mrs. Geetanjali Toopran. Except Mrs. Geetanjali Toopran, all the other members of the Audit Committee are Independent Directors.
There is no such incidence where Board has not accepted the recommendations of the Audit Committee during the year under review.
Corporate Governance
A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor''s Certificate on its compliance.
Disclosure Requirements
Policy in dealing with related party transactions, whistle blower policy, prevention of sexual harassment of women at workplace, corporate social responsibility policy including details of familiarization programme of Independent Directors are available on the company''s website: http://www.technvision.com.
Vigil Mechanism
The Board of Directors has adopted a Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.
Statement of particulars of appointment and remuneration of managerial personnel
The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure -V to this Annual Report.
Internal Control Systems and their adequacy
The Company has an adequate internal control system commensurate with the size and complexity of the organization. The Company has undertaken a comprehensive review of all internal control systems to take care of the needs of the expanding size of the Company and also upgraded the IT support systems. A system of internal audit to meet the statutory requirement as well as to ensure proper implementation of management and accounting controls is in place. The Audit Committee periodically reviews the adequacy of the internal audit functions.
Change in the nature of business
There is no change in the nature of business of the Company.
The details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and company''s operations in future
No Significant and material orders have been passed during the year by the Regulators or Courts or Tribunals impacting the Going Concern status and company''s operations in future.
Material changes and commitments
There are no Material changes and commitments in the business operations of the Company from the financial year ended on 31 March 2018 to the date of signing of the Director''s Report.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year ended on 31 March 2018, the Company has not received any Complaints pertaining to Sexual Harassment from anyone.
CEO''S DECLARATION
Pursuant to the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.
Acknowledgement
Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockists, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.
Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support.
Registered Office: |
By order of the Board |
1486 (12-13-522), Lane No. 13, Street No. 14, |
TechNVision Ventures Ltd., |
Tarnaka, Secunderabad - 500 017. |
|
Telangana, India |
|
CIN: L51900TG1980PLC054066 |
sd/- |
Phone Nos.: 040-2717 0822, 27175157, 27177591, |
Sai Gundavelli |
Fax No.: 040-2717 3240 |
Chairman |
E-Mail: Investor [email protected] |
DIN: 00178777 |
Date: 27th July, 2018 |
ANNEXURE-I
DISCLOSURE OF PARTICULARS OF CONTRACTS /ARRANGEMENTS ENTERED INTO BY THE COMPANY
FORM NO.AOC-2
(Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in Sub- Section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto.
1. There are no contracts/arrangements entered into by the company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 which are not on an arm''s length basis.
2. Contracts / arrangements entered into by the company with related parties referred to in Sub-Section (1) of section 188 of the Companies Act, 2013 which are at arm''s length basis.
SI. No. |
Name(s) of the related party and nature of relationship |
Nature of contracts/ arrangements/ transactions |
Duration of the contracts/ arrangements/ transactions |
Salient terms of the contracts or arrangements or transactions including the value, if any : |
Date(s) of approval by the Board, if any: |
Amount paid as advances if any: |
Justification for entering into contracts |
1 |
Solix Technologies Inc., USA and Siti Corporation Inc., USA (A Subsidary Company) |
Availing or rendering of services directly |
01.04.2018 to 31.03.2019 |
The Contracts and Arrangements are on arm''s length basis in the Ordinary Course of Business and the Quantum of total transaction as on 31st March, 2018 was Rs 6.47 Crores |
The transactions are as per the Policy laid down by the Audit Committee, which is published on the website and approval of the Audit Committee is sought at every meeting of the Audit Committee, as required under the provisions of the listing agreement. |
NIL |
Company with its wide services catering to the growing needs of the consumers in IT Industry, to maintain uninterrupted supply of services facilitating continuity of business operations and is providing required support to the related companies, thereby increasing service capability under flagship of the Company alongside increasing the profitability of the Company and stakeholders. |
2 |
Mrs. G. P. Premalata and relative of Director |
Leasing of Property from or to of any kind |
01.04.2018 to 31.03.2019 |
The Contracts and Arrangements are on arm''s length basis and the Quantum of total transaction as on 31st March, 2018 was Rs 2.40 Lakhs |
The transactions are as per the Policy laid down by the Audit Committee, which is published on the website and approval of the Audit Committee is sought at every meeting of the Audit Committee, as required under the provisions of the listing agreement |
NIL |
Company has entered into lease agreements with related parties to maintain continuity of business operations |
Registered Office: |
By order of the Board |
1486 (12-13-522), Lane No. 13, Street No. 14, |
TechNVision Ventures Ltd., |
Tarnaka, Secunderabad - 500 017. |
|
Telangana, India |
|
CIN: L51900TG1980PLC054066 |
sd/- |
Phone Nos.: 040-2717 0822, 27175157, 27177591, |
Sai Gundavelli |
Fax No.: 040-27173240 |
Chairman |
E-Mail: [email protected] |
DIN: 00178777 |
Date: 27th July, 2018 |
ANNEXURE-II
FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2018
Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014.
I. REGISTRATION & OTHER DETAILS
i. |
CIN |
L51900TG1980PLC054066 |
ii. |
Registration Date |
29th February, 1980 |
iii. |
Name of the Company |
TECHNVISION VENTURES LIMITED |
iv. |
Category /Sub-category of the Company |
Company Limited by Shares |
V. |
Address of the Registered office & contact details |
1486(12-13-522), Lane No. 13, Street No. 14, Tarnaka, Secunderabad, Telangana-500017. Tel: 91-40-27170822/7591/5157 |
vi. |
Whether listed company |
Yes |
vii. |
Name , Address & contact details of the Registrar & Transfer Agent, if any. |
M/s. Venture Capital and Corporate Investments Private Limited 12-10-167, Bharatnagar, Hyderabad - 500 018, Telangana, India. Phone Nos.: 040-23818475/476, Fax No.: 040-23868024. |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated
SI. No. |
Name & Description of main products/services |
NIC Code of the Product /service |
% to total turnover of the company |
1 |
Exporting of Software Services |
72 |
100 |
I. PARTICULARS OF HOLDING, SUBSIDARY AND ASSOCIATE COMPANIES
SI. No. |
Name & Address of the Company |
CIN/GLN |
Holding/Subsidiary/ Associate |
% of Shares Held |
Applicable Section |
1 |
Tiebeam Technologies India Private Limited., India |
U72200TG1994PTC018224 |
Holding |
68.37 |
2(46) |
2 |
SITI Corporation Inc., USA |
- |
Subsidary |
100 |
2(87) |
3 |
Accel Force Pte. Ltd., Singapore |
- |
Subsidary |
100 |
2(87) |
4 |
Solix Technologies Inc., USA ( A subsidiary company of Accel Force Pte. Ltd., Singapore) |
- |
Step-down subsidiary |
68.37 |
2(87) |
5 |
Emagia Corp., USA ( A subsidiary company of Accel Force Pte. Ltd., Singapore) |
- |
Step-down subsidiary |
66.24 |
2(87) |
6 |
Solix Softech Private Limited., India (A subsidiary company of Solix Technologies Inc., USA) |
U72200TG2011PTC078231 |
Step-down subsidiary |
68.37 |
2(87) |
IV. SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)
i) Category-wise Shareholding
Category of Shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% change during the year |
||||||
DEMAT |
Physical |
Total |
% of Total Shares |
DEMAT |
Physical |
Total |
% of Total Shares |
||
A. PROMOTERS |
|||||||||
(1) Indian |
|||||||||
a) Individual/HUF |
113750 |
259523 |
373273 |
5.95 |
113750 |
259523 |
373273 |
5.95 |
- |
b) Central Govt.or |
|||||||||
State Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
|
c) Bodies Corporate |
4290000 |
- |
4290000 |
68.37 |
4290000 |
- |
4290000 |
68.37 |
- |
d) Bank/FI |
- |
- |
- |
- |
- |
- |
- |
- |
- |
e) Any other |
- |
- |
- |
- |
- |
- |
- |
- |
- |
SUB TOTAL: (A) (1) |
4403750 |
259523 |
4663273 |
74.32 |
4403750 |
259523 |
4663273 |
74.32 |
- |
(2) Foreign |
|||||||||
a) NRI- Individuals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
b) Other Individuals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
c) Bodies Corp. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
d) Banks/FI |
- |
- |
- |
- |
- |
- |
- |
- |
- |
e) Any other... |
- |
- |
- |
- |
- |
- |
- |
- |
- |
SUB TOTAL (A) (2) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Total Shareholding of Promoter (A)=(A)(1) (A)(2) |
4403750 |
259523 |
4663273 |
74.32 |
4403750 |
259523 |
4663273 |
74.32 |
- |
B. PUBLIC SHAREHOLDING |
|||||||||
(1) Institutions |
|||||||||
a) Mutual Funds |
- |
- |
- |
- |
- |
- |
- |
- |
- |
b) Banks/FI |
- |
- |
- |
- |
- |
- |
- |
- |
- |
c) Central govt |
- |
- |
- |
- |
- |
- |
- |
- |
- |
d) State Govt. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
e) Venture Capital Fund |
- |
- |
- |
- |
- |
- |
- |
- |
- |
f) Insurance Companies |
- |
- |
- |
- |
- |
- |
- |
- |
- |
g) FIIS |
- |
- |
- |
- |
- |
- |
- |
- |
- |
h) Foreign Venture Capital Funds |
- |
- |
- |
- |
- |
- |
- |
- |
- |
i) Others (specify) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
SUB TOTAL (B)(1): |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Category of Shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% change during the year |
||||||
DEMAT |
Physical |
Total |
% of Total Shares |
DEMAT |
Physical |
Total |
% of Total Shares |
||
(2) Non Institutions |
|||||||||
a) Bodies Corporate |
5868 |
- |
5868 |
0.09 |
7510 |
- |
7510 |
0.12 |
0.03 |
b) Individuals |
|||||||||
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh |
212345 |
55328 |
267673 |
4.27 |
201062 |
55328 |
256390 |
4.08 |
(0.19) |
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakh |
170278 |
43000 |
213278 |
3.40 |
187922 |
43000 |
230922 |
3.68 |
0.28 |
c) Qualified Foreign Investor |
- |
- |
- |
- |
- |
- |
- |
- |
- |
d) Others (specify) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
i) Clearing Member |
12756 |
- |
12756 |
0.20 |
4753 |
- |
4753 |
0.07 |
(0.13) |
ii) Non Resident Individuals |
294802 |
- |
294802 |
4.70 |
294802 |
- |
294802 |
4.70 |
- |
iii) Trusts |
592350 |
225000 |
817350 |
13.03 |
592350 |
225000 |
817350 |
13.03 |
- |
SUB TOTAL (B)(2): |
1288399 |
323328 |
1611727 |
25.68 |
1288399 |
323328 |
1611727 |
25.68 |
(0.01) |
Total Public Shareholding (B)=(B)(1) (B)(2) |
1288399 |
323328 |
1611727 |
25.68 |
1288399 |
323328 |
1611727 |
25.68 |
(0.01) |
C. Shares held by Custodian for |
- |
- |
- |
- |
- |
- |
- |
- |
- |
GRAND TOTAL (A B C) |
5692149 |
582851 |
6275000 |
100.00 |
5692149 |
582851 |
6275000 |
100.00 |
- |
ii) Share Holding of Promoters
SHAREHOLDING AT THE BEGINNING OF THE YEAR |
SHAREHOLDING AT THE END OF THE YEAR |
% change in share holding during the year |
||||||
SI No. |
Shareholders Name |
No. of shares |
% of total shares of the Company |
% of shares pledged encumbered to total shares |
No. of shares |
% of total shares of the Company |
% of shares pledged encumbered to total shares |
|
1 |
Tiebeam Technologies India Private Limited |
4290000 |
68.37 |
27.89 |
4290000 |
68.37 |
0 |
0 |
2 |
Mr. T. Maheshwar Rao |
33550 |
0.53 |
0 |
33550 |
0.53 |
0 |
0 |
3 |
Mrs. Geetanjali Toopran |
23000 |
0.37 |
0 |
23000 |
0.37 |
0 |
0 |
4 |
Late. T. P. Chary |
12650 |
0.20 |
0 |
12650 |
0.20 |
0 |
0 |
5 |
Mrs. G. P. Premalata |
82300 |
1.31 |
0 |
82300 |
1.31 |
0 |
0 |
6 |
Late. G. Parmeswara Rao |
110200 |
1.76 |
0 |
110200 |
1.76 |
0 |
0 |
7 |
Mr. G. Srinath |
111573 |
1.78 |
0 |
111573 |
1.78 |
0 |
0 |
TOTAL |
4663273 |
74.32 |
27.89 |
4663273 |
74.32 |
0 |
0 |
iii) Change in Promoters'' Shareholding (Specify if there is no change)
SHAREHOLDING AT THE BEGINNING OF THE YEAR |
CUMULATIVE SHAREHOLDING DURING THE YEAR |
|||
No. of Shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
|
At the beginning of the year |
4663273 |
74.32 |
- |
- |
At the end of the year |
- |
- |
4663273 |
74.32 |
iv) Shareholding Pattern of Top Ten Shareholders
(other than Directors, Promoters & Holders of GDRs & ADRs)
SI No. |
Name of the Shareholder |
SHAREHOLDING AT THE BEGINNING OF THE YEAR |
CUMULATIVE SHAREHOLDING DURING THE YEAR |
||
No. of Shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||
1 |
Solix Esop Foundation |
296450 |
4.72 |
296450 |
4.72 |
2 |
Solix Employees Housing And Welfare |
295900 |
4.72 |
295900 |
4.72 |
2 |
Valaboju Narender |
294250 |
4.69 |
294250 |
4.69 |
3 |
Touch A Life Foundation |
225000 |
3.59 |
225000 |
3.59 |
5 |
M Doraswamy Naidu |
44395 |
0.71 |
44395 |
0.71 |
6 |
J A Chowdary |
43000 |
0.69 |
43000 |
0.69 |
7 |
G Satish Kumar |
25000 |
0.40 |
25000 |
0.40 |
8 |
Rangwalla Hussain M |
20000 |
0.32 |
20260 |
0.32 |
9 |
Anil Kumar Agrawal |
23032 |
0.37 |
20242 |
0.32 |
10 |
Kamalanathan G |
19127 |
0.30 |
17127 |
0.27 |
Note:
1. The shares of the Company are traded on a daily basis on the stock exchange and hence date wise increase/decrease in shareholding is not provided.
2. The details of date wise increase/decrease will be provided at the request of shareholder.
v) Shareholding of Directors & Key Managerial Personnel
SI No. |
For Each of the Directors & KMP |
SHAREHOLDING AT THE BEGINNING OF THE YEAR |
CUMULATIVE SHAREHOLDING DURING THE YEAR |
||
No. of Shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||
1 |
Mr. Sai Gundavelli |
- |
- |
- |
- |
2 |
Mrs. Veena Gundavelli |
- |
- |
- |
- |
3 |
Mrs. Geetanjali Toopran |
23000 |
0.37 |
23000 |
0.37 |
4 |
Mr. G.R. Venugopala Chary |
- |
- |
- |
- |
5 |
Dr. Rafiq K. Dossani |
- |
- |
- |
- |
6 |
Mr. Jnana Ranjan Dash |
- |
- |
- |
- |
7 |
Mr. Anada Prabhu Valaboju Kesari |
- |
- |
- |
- |
|
Key Managerial Person |
||||
1 |
Mr. Santosh Kumar Diddiga |
- |
- |
- |
- |
vi) Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amount in Rs.) |
||||
Secured Loans excluding deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
|
Indebtedness at the beginning of the financial year |
||||
I) Principal Amount |
- |
6,763,004 |
- |
6,763,004 |
II) Interest due but not paid |
- |
- |
- |
- |
III) Interest accrued but not due |
- |
- |
- |
- |
TOTAL (l ll lll) |
- |
6,763,004 |
- |
6,763,004 |
Change in Indebtedness during the financial year |
- |
- |
- |
- |
Additions |
- |
- |
- |
- |
Reduction |
- |
750,000 |
- |
750,000 |
Net Change |
- |
750,000 |
- |
750,000 |
Indebtedness at the end of the financial year |
- |
|||
I) Principal Amount |
- |
6,013,004 |
- |
6,013,004 |
II) Interest due but not paid |
- |
- |
- |
- |
III) Interest accrued but not due |
- |
- |
- |
- |
TOTAL (l ll lll) |
- |
6,013,004 |
- |
6,013,004 |
vii) Remuneration of Directors and Key Managerial Personnel
A. Remuneration to Managing Director, Whole-time Directors and/or Manager: See Table (C) below
B. Remuneration to other Directors: No renumeration is paid.
* Note: Presently the Company has not paid any sitting fees to any Directors for attending the Meetings of Board.
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/WTD/ MANAGER
(Amount in Rs.) |
||||
SI No. |
Particulars of Remuneration |
Company Secretary D. Santosh Kumar * |
Chief Financial Officer Mrs. Geetanjali Toopran |
Total |
1 |
Gross Salary |
637,248 |
943,325 |
1,580,573 |
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 (In Rs. ) |
637,248 |
943,325 |
1,580,573 |
|
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 (In Rs. ) |
- |
- |
- |
|
(c ) Profits in lieu of salary u/s 17(3) of the Income Tax Act, 1961 (In Rs. ) |
- |
- |
- |
|
2 |
Stock Option(ln Rs. ) |
- |
- |
- |
3 |
Sweat Equity(ln Rs. ) |
- |
- |
- |
4 |
Commission(ln Rs. ) |
- |
- |
- |
5 |
as % of profit |
- |
- |
- |
6 |
others, specify(ln Rs. ) |
- |
- |
- |
Others, please specify(ln Rs. ) |
- |
- |
- |
|
TOTAL |
637,248 |
943,325 |
1,580,573 |
viii) Penalties/Punishment/Compounding of offences
Type |
Section of the Companies Act |
Brief Description |
Details of Penalty / Punishment/ Compounding fees imposed |
Authority (RD/ NCLT/Court) |
Appeall made if any (give details) |
A. COMPANY |
|||||
Penalty |
NIL |
NIL |
NIL |
NIL |
NIL |
Punishment |
NIL |
NIL |
NIL |
NIL |
NIL |
Compounding |
NIL |
NIL |
NIL |
NIL |
NIL |
B. DIRECTORS |
|||||
Penalty |
NIL |
NIL |
NIL |
NIL |
NIL |
Punishment |
NIL |
NIL |
NIL |
NIL |
NIL |
Compounding |
NIL |
NIL |
NIL |
NIL |
NIL |
C. OTHER OFFICERS IN DEFAULT |
|||||
Penalty |
NIL |
NIL |
NIL |
NIL |
NIL |
Punishment |
NIL |
NIL |
NIL |
NIL |
NIL |
Compounding |
NIL |
NIL |
NIL |
NIL |
NIL |
ANNEXURE-
Conservation of energy, Technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014:
FORMING PART OF THE DIRECTORS'' REPORT
Disclosure of Particulars under Section 134(3)(m) of the Companies Act, 2013
a. Conservation of Energy
Our operations are not energy intensive. However, measures are being taken to reduce energy consumption by using energy efficient equipment.
b. Research & Development
The Company is constantly carrying out research and development of new products, enhancement to existing products, etc.
c. Technology absorption, adaptation and innovation
Your Company continues to use state of art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software apart from hiring the best talent in the Country.
d. Foreign Exchange earnings and Outgo:
(Rs. in Lakhs) |
||
PARTICULARS |
31ST March, 2018 |
31ST March, 2017 |
Foreign Exchange Earnings |
647.49 |
590.35 |
Expenditure in Foreign Currency |
0 |
1.11 |
Registered Office: |
By order of the Board |
1486 (12-13-522), Lane No. 13, Street No. 14, |
TechNVision Ventures Ltd., |
Tarnaka, Secunderabad - 500 017. |
|
Telangana, India |
|
CIN: L51900TG1980PLC054066 |
sd/- |
Phone Nos.: 040-2717 0822, 27175157, 27177591, |
Sai Gundavelli |
Fax No.: 040-2717 3240 |
Chairman |
E-Mail: [email protected] |
DIN: 00178777 |
Date: 27th July, 2018 |
ANNEXURE-IV SECRETARIAL AUDIT REPORT
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2018
To
The Members,
Mis. TECHNVISION VENTURES LIMITED,
1486 (12-13-522), Lane No. 13, Street No. 14, Tarnaka, Secunderabad-500017, Telangana.
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mis. TECHNVISION VENTURES LIMITED (here in after called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of Mis. TECHNVISION VENTURES LIMITED books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms filed and other records maintained by the company for the financial year ended on 31st March 2018 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA) and the Rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iii) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client:
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(v) The company has complied in general with other Laws, rules and regulations and the below mentioned specific laws to the extent applicable to the Company;
(a) Information Technology Act, 2000 and the Rules made thereunder; We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India to the extent applicable; (ii) The Listing Agreement entered into by the Company with BSE Limited;
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreement etc mentioned above except the following:
- The 5 percent of shareholding of promoter(s) and promoter group is not in dematerialized form. We report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes.
The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel;
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that, there were no instances of:
During the period under review, there were no instances of non-compliances with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:
(i) Public/Right/Preferential issue of shares/debentures/sweat equity
(ii) Redemption / buy-back of securities
(iii) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013
(iv) Merger/ amalgamation / reconstruction, etc.
(v) Foreign technical collaborations
Note: This report is to be read with our letter of even date which is annexed as ''ANNEXURE A'' and forms an integral part of this report.
Place: Hyderabad |
For JRA & ASSOCIATES LLP |
Date: 27th July 2018 |
|
Naidi Jaipal Reddy |
|
Designated Partner |
|
M.No.8859 |
|
C.P.No.10280 |
''ANNEXURE A''
To
The Members,
Mis. TECHNVISION VENTURES LIMITED,
1486 (12-13-522), Lane No. 13, Street No. 14, Tarnaka, Secunderabad-500017, Telangana.
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.
Place: Hyderabad |
For JRA & ASSOCIATES LLP |
Date: 27th July 2018 |
|
Naidi Jaipal Reddy |
|
Designated Partner |
|
M.No.8859 |
|
C.P.No.10280 |
ANNEXURE-V
Statement of particulars as per Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year:
S.No. |
Name of the Director |
Ratio of the remuneration to the median Remuneration of the employee |
1 |
Mr. Sai Gundavelli, Chairman & Non-Executive Director |
- |
2 |
Dr. Ananda Prabhu Valaboju Kesari, Independent Director |
- |
3 |
Mrs. Veena Gundavelli, Managing Director |
- |
4 |
Mrs. Geetanjali Toopran, Whole Time Director & CFO |
1.61 |
5 |
Mr. G. R. Venugopala Chary, Independent Director |
- |
6 |
Mr. Jnana Ranjan Dash, Independent Director |
- |
7 |
Dr. Rafiq K. Dossani, Independent Director |
- |
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the financial year:
S.NO. |
Name of the Director /KMP |
Percentage increase in remuneration |
1 |
Mr. Sai Gundavelli, Chairman & Non-Executive Director |
- |
2 |
Dr. Ananda Prabhu Valaboju Kesari, Independent Director |
- |
3 |
Mrs. Veena Gundavelli, Managing Director |
- |
4 |
Mrs. Geetanjali Toopran, Whole Time Director & CFO |
20 |
5 |
Mr. G. R. Venugopala Chary, Independent Director |
- |
6 |
Mr. Jnana Ranjan Dash, Independent Director |
- |
7 |
Dr. Rafiq K. Dossani, Independent Director |
- |
8 |
Mr. D. Santosh Kumar, Company Secretary |
15 |
(iii) The percentage increase in the median remuneration of employees in the financial year: 0.05%. (iv) The number of permanent employees on the rolls of Company - 88.
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - Not Applicable
(vi) The remuneration paid to Key Managerial Personnel is as per the Remuneration policy of the Company - Yes
Place: Secunderabad |
for and on behalf of the Board |
Date: 27th July 2018 |
|
sd/- |
|
Sai Gundavelli |
|
Chairman |
|
DIN: 00178777 |
Mar 31, 2016
Dear Shareholders
The Directors have pleasure in presenting their 36th Annual Report and audited financials for the financial year 2015-16. The financial highlights of the Company are as follows:
Financial Results
(Rs. in Lakhs)
PARTICULARS |
STANDALONE |
CONSOLIDATED |
||
2015-2016 |
2014-2015 |
2015-2016 |
2014-2015 |
|
Total Income |
614.68 |
488.58 |
3701.46 |
3378.72 |
Operating Profit |
24.95 |
16.64 |
357.00 |
315.38 |
Finance Charges |
1.57 |
0.51 |
65.40 |
4.75 |
Depreciation And Amortization |
13.51 |
18.10 |
169.84 |
184.32 |
Profit / (Loss) Before Tax |
9.87 |
(1.97) |
121.76 |
126.31 |
Provision for Tax |
4.41 |
(2.48) |
35.89 |
13.89 |
Profit / (Loss) After Tax |
5.46 |
0.50 |
85.87 |
112.42 |
Profit bought forward from previous year |
652.51 |
652.01 |
837.25 |
724.83 |
Surplus carried forward |
657.97 |
652.51 |
923.12 |
837.25 |
Earnings Per Share |
0.09 |
0.008 |
0.68 |
0.96 |
** Includes adjustment in Opening Rserves and Surplus towards Depreciation as per Companies Act 2013 for Rs. 8.44 Lacs.
State of Company Affairs
During the Period under review the revenue from operations and other income was Rs. 614.68 lakhs representing an increase of 25.81% over the previous year. For the Financial ended on March 31, 2016, the Company''s Profit before tax stood at Rs. 9.87 Lakhs.
Dividend
Your Directors'', keeping in view of the prevailing circumstances, have decided not to recommend payment of any dividend for the year.
Subsidiary Companies
The Company has two subsidiaries (apart from step down subsidiary companies) as on March 31, 2016. A Statement containing the details of the subsidiaries of the Company is appended as an annexure to this Report.
Business Plans
Our ability to create value in our portfolio companies has always been underpinned by the differentiated scale of resources, knowledge and networks. With a track record in delivering innovative value creation solutions, we have developed a highly-effective approach and that will continue to be our key execution strategy.
We offer a wide range of software products that can be sold individually to solve specific technical challenges, but the emphasis of our product development and sales efforts is to create products that enable businesses to be more cost-effective, agile and efficient. We divide our products into three major groups: Enterprise Data Management, Enterprise Cash Flow Management and Enterprise Talent Management.
Enterprise Data Management
According to a recent survey by Gartner, data growth is now the leading data center infrastructure challenge1. Left unchecked data growth impacts application performance, increases costs and challenges compliance objectives.
"While all the top data center hardware infrastructure challenges impact cost to some degree, data growth is particularly associated with increased costs relative to hardware, software, associated maintenance, administration and services," said April Adams, research director at Gartner2.
Structured data growth is capable of stripping entire data centers of cooling and power capacity. Data replication and disaster recovery processes are impacted because more and more data is harder and harder to move. System availability is reduced as mission critical batch processes are no longer able to execute within scheduled times, and "outage windows" necessary to convert ERP data during upgrade cycles extends from hours to days.
Unstructured data growth poses just as serious a challenge. Email, images, video, machine generated data and social files are equally as critical to business success, and unstructured data is being created and stored at an even higher rate.
And equally important, increasing user demand for specialized analytics to mine enterprise data for better business results has compounded the data growth challenge. Gartner has remarked that, "by 2016, 75% of structured data archiving applications will incorporate support for big data analytics."3
1 http://www.gartner.com/newsroom/id/1460213
2 http://www.gartner.com/it/page.jsp?id=1460213
3 http://www.solix.com/company/solix-positioned-as-a-leader-gartner-mq-structured-data-archiving-application-retirement
Enterprise Cash Flow Management
Cash flow is the lifeblood of any business. Today''s corporations face tremendous pressure to maximize receivables performance. Also known as trade credit, receivables are the most cost efficient resources to accelerate the cash flow.
Lack of timely information on receivables stored in multiple disparate systems and the complexity introduced by disconnected manual processes, impede many finance executives'' ability to measure and monitor credit risk and collections efficiency.
Effective receivables management involves ensuring effective credit policy management and automation of credit-to-cash processes, which increase the efficiency of a firm''s cash conversion operations. Accelerating revenue cycles and lowering credit maximizes the value of the firm.
Enterprise Talent Management
We will continue to strengthen our products and services strength in technology and IT related recruiting automation and services. Our technology solutions coupled with RPO services add value to talent management and staffing organizations. Our plans continue to strengthen our technology enhanced recruitment process outsourcing services to our customers in North America.
Our professional services include a wide range of consulting services such as systems planning and design, installation and systems integration based on our suite of products. We offer our professional services with the initial deployment of our products as well as on an ongoing basis to address the continuing needs of our customers. We also have relationships with resellers, professional service organizations and system integrators which include their participation in the deployment of our products to our customers. These relationships help promote our product and service offerings and provide additional technical expertise to enable us to provide the full range of professional services our customers require to deploy our products.
We offer a suite of software support and maintenance options that are designed to meet the needs of our diverse customer base. These support options include 24 hour coverage that is available seven days a week, 365 days a year, to meet the needs of our global customers. To accomplish this level of support we have established a worldwide support organization with major support centers in Santa Clara, California, USA and Hyderabad, India and also thru our reseller network. In addition to support teams around the globe, we have a customer support website that provides our customers with the ability to submit service requests receive confirmation that a service request has been opened and obtain current status on these requests. Additionally, the customer support website provides access to our support procedures, escalation numbers to provide updates and new information about our products.
Consolidated financial statements
In compliance with Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with Accounting Standard AS-23 on Accounting for Investments in Associates and Section 129(3) and other relevant provisions of Companies Act 2013, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended on March 31, 2016, which form part of this Annual Report. The Company will make available the Annual Reports of the aforesaid subsidiaries upon request by any member/investor of the Company/subsidiary companies. Further, the Annual Reports of the subsidiary companies will also be kept open for inspection by any member/investor at the Company''s registered office and that of the subsidiaries concerned.
Number of Meetings of the Board of Directors
During the year ended on 31st March 2016, Eight Board Meetings were held.
The date on which the Board meetings were held 28th May, 2015, 12th June, 2015, 24th June, 2015, 15th July, 2015, 24th July, 2015, 30th October, 2015, 12th January, 2016 and 11th February, 2016.
Directors Responsibility Statements as required under Section 134 of the Companies Act, 2013
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:
iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
iv. the Annual Accounts for the year ended on 31st March, 2016 have been prepared on a going concern basis.
v. 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.
vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.
Statement of Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies act, 2013
The Independent Directors have submitted the declaration of independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6).
Statement of Particulars of Employees pursuant to the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
There were no employees, who employed throughout the relevant financial year and in receipt of remuneration, in aggregate, exceeding One Crore and Two Lakhs Rupees during the year or Eight Lakhs and Fifty Thousand per month, if employed for a part of the relevant financial year.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of following Four Directors namely Mr. G.R. Venugopala Chary, Mr. Jnana Ranjan Dash, Dr. Rafiq K. Dossani and Mr. G. Parameswara Rao as members
Brief description of terms of reference:
- identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;
- carry on the evaluation of every director''s performance; formulation of the criteria for determining qualifications, positive attributes and independence of a director;
- recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;
- formulation of criteria for evaluation of Independent Directors and the Board;
- devising a policy on Board diversity; and
- any other matter as the Board may decide from time to time.
Nomination and Remuneration policy
The objectives of the Policy
1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.
2. To determine remuneration based on the Company''s size and financial position and trends and practices on remuneration prevailing in peer companies.
3. To carry out evaluation of the performance of Directors.
4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.
5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013
The particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure - I to this Report.
Extracts of Annual Return
The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - II to this Report.
The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014
Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - III to this Report.
Risk Management Committee
Risk Management Committee consists of the following persons namely Mr. G. Parameswara Rao, Chairman and Director, Mr. G.R. Venugopala Chary, Director and Mrs. Geetanjali Toopran Executive Director & CFO.
The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures laid down to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company.
CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company for the financial year 2015-16 yet the Company has been, over the years, pursuing as part of its corporate philosophy. The company has formulated a CSR policy and the same is available the Company''s website.
Mechanism for Evaluation of Board
Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.
A) Criteria for evaluation of Board of Directors as a whole
i. Identifying, Defining and Extent of realizing the corporate objectives
ii. Regular monitoring of plans and Corporate results against projections.
iii. Direct, monitor and evaluate Key managerial personnel, Senior officials.
iv. Review of company''s ethical conduct.
v. The flow of information to board members and between board members;
vi. Identify, monitor and mitigate significant corporate risks
B) Criteria for evaluation of the Individual Directors
i. Leadership and stewardship abilities.
ii. Ability to contribute by introducing best practices to address top management issues;
iii. Assess policies, structures and procedures.
iv. Review of strategic and operational plans and objectives.
v. Statutory compliance & Corporate governance;
vi. Attendance and contribution at Board/Committee meetings;
Details of loans, guarantees and investments
There were no loans, guarantees and investments made by the Company during the year under review.
Directors and Key Managerial Person
Mr. Sai Gundavelli, Director, retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.
Mr. G. Parameswara Rao, Chairman, retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.
Details of Directors or Key Managerial Personnel, who has appointed or resigned during the Year
The Board of Directors in the Meeting held on 12th June, 2015 appointed Mr. D. Santosh Kumar, as a Company Secretary in pursuance of Section 203 and other applicable provisions of the Companies Act, 2013 with an immediate effect.
Deposits
The Company has not accepted any deposits from the Public covered by the provisions of Section 73 of the Companies Act, 2013.
AUDITORS Statutory Auditors
M/s. Ramu and Ravi, (Firm Registration No. 006610S), Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 30.09.2015 until the conclusion of next Annual General Meeting. Hence they offered themselves for reappointment and have confirmed their eligibility in terms of the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rules, 2014. Therefore, reappointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Harinath Akshitha & Co., Practicing Company Secretaries Firm to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure - IV''.
The Secretarial Auditor''s Report does not contain any qualifications, reservations or adverse remarks.
Audit Committee
Audit Committee consists of the following Directors namely Mr. G.R. Venugopala Chary, Chairman of the Committee, Mr. G. Parameswara Rao, Dr. Rafiq K. Dossani, Mr. Jnana Ranjan Dash and Mrs. Geetanjali Toopran. Except Mr. G. Parameswara Rao and Mrs. Geetanjali Toopran, all the other members of the Audit Committee are Independent Directors.
There is no such incidence where Board has not accepted the recommendations of the Audit Committee during the year under review.
Corporate Governance
A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor''s Certificate on its compliance.
Disclosure Requirements
Policy in dealing with related party transactions, whistle blower policy, prevention of sexual harassment of women at workplace, corporate social responsibility policy including details of familiarization programme of Independent Directors are available on the company''s website: http://www.technvision.com.
Vigil Mechanism
The Board of Directors has adopted a Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.
Statement of particulars of appointment and remuneration of managerial personnel
The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - 5 to this Annual Report.
Internal Control Systems and their adequacy
The Company has an adequate internal control system commensurate with the size and complexity of the organization. The Company has undertaken a comprehensive review of all internal control systems to take care of the needs of the expanding size of the Company and also upgraded the IT support systems. A system of internal audit to meet the statutory requirement as well as to ensure proper implementation of management and accounting controls is in place.
The Audit Committee periodically reviews the adequacy of the internal audit functions.
Change in the nature of business
There is no change in the nature of business of the Company.
The details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and company''s operations in future
No Significant and material orders have been passed during the year by the Regulators or Courts or Tribunals impacting the Going Concern status and company''s operations in future.
Material changes and commitments
There are no Material changes and commitments in the business operations of the Company from the financial year ended on 31 March 2016 to the date of signing of the Director''s Report.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year ended on 31 March 2016,the Company has not received any Complaints pertaining to Sexual Harassment from anyone.
CEO''S DECLARATION
Pursuant to the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.
Acknowledgement
Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockiest, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.
Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support.
Registered Office: By order of the Board
1486 (12-13-522), Lane No. 13, Street No. 14, TechNVision Ventures Ltd.,
Tarnaka, Secunderabad - 500 017.
Telangana, India
CIN: L51900T G1980PLC054066 sd/-
Phone Nos.: 040-2717 0822, 27175157, 27177591, G. Parmeswara Rao
Fax No.: 040-2717 3240 Chairman
E-Mail: [email protected] DIN: 00050780
Date: 28th July, 2016
Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting their 35th Annual Report and
audited financials for the financial year 2014-15. The financial
highlights of the Company are as follows:
Financial Results
(Rs, in Lakhs)
STANDALONE CONSOLIDATED
PARTICULARS
2014-2015 2013-2014 2014-2015 2013-2014
Total Income 488.58 446.92 3378.72 3241.29
Operating Profit 16.64 13.55 315.38 68.60
Finance Charges 0.51 0.75 4.75 296.44
Depreciation
And Amortization 18.10 3.11 184.32 95.99
Profit / (Loss)
Before Tax (1.97) 9.69 126.31 (323.84)
Provision for Tax (2.48) 5.23 13.89 19.88
Prior Period Adjustment Nil Nil Nil Nil
Profit / (Loss) Afer Tax 0.50 4.46 112.42 (343.72)
Profit bought
forward from
previous year 660.45 655.99 724.83 1068.55
Surplus carried forward 659.95 660.45 837.25 724.83
Earnings Per Share 0.008 0.07 0.96 (5.10)
State of Company Affairs
During the Period under review the revenue from operations and other
income was Rs, 488.58 representing an increase of 9.32% over the
previous year. For the Financial ended on 31st March, 2015, the
Company's Loss before tax stood at Rs, 1.97 Lakhs as compared to the
Profit of Rs, 9.69 Lakhs in the previous year.
Dividend
Your Directors', keeping in view of the prevailing circumstances, have
decided not to recommend payment of any dividend for the year.
Subsidiary Companies
The Company has two subsidiaries (apart from step down subsidiary
companies) as on March 31, 2015. A Statement containing the details of
the subsidiaries of the Company is appended as an annexure to this
Report.
1. SITI Corporation Inc., USA
2. AccelForce Pte. Ltd., Singapore
Step Down Subsidiaries of AccelForce Pte Ltd., Singapore
1. Solix Technologies Inc., USA
2. Emagia Corporation., USA
3. Solix Softech Private Limited, India (Subsidiary of Solix
Technologies Inc., USA)
Business Plans
Our ability to create value in our portfolio companies has always been
underpinned by the differentiated scale of resources, knowledge and
networks. With a track record in delivering innovative value creation
solutions, we have developed a highly-effective approach and that will
continue to be our key execution strategy.
We offer a wide range of software products that can be sold
individually to solve specific technical challenges, but the emphasis
of our product development and sales efforts is to create products that
enable businesses to be more cost- effective, agile and efficient. We
divide our products into three major groups: Enterprise Data
Management, Enterprise Cash Flow Management and Enterprise Talent
Management.
Enterprise Data Management
According to a recent survey by Gartner, data growth is now the leading
data center infrastructure challenge1. Left unchecked data growth
impacts application performance, increases costs and challenges
compliance objectives.
"While all the top data center hardware infrastructure challenges
impact cost to some degree, data growth is particularly associated with
increased costs relative to hardware, software, associated maintenance,
administration and services," said April Adams, research director at
Gartner2.
Structured data growth is capable of stripping entire data centers of
cooling and power capacity. Data replication and disaster recovery
processes are impacted because more and more data is harder and harder
to move. System availability is reduced as mission critical batch
processes are no longer able to execute within scheduled times, and
"outage windows" necessary to convert ERP data during upgrade cycles
extends from hours to days.
Unstructured data growth poses just as serious a challenge. Email,
images, video, machine generated data and social fles are equally as
critical to business success, and unstructured data is being created
and stored at an even higher rate.
And equally important, increasing user demand for specialized analytics
to mine enterprise data for better business results has compounded the
data growth challenge. Gartner has remarked that, "by 2016, 75% of
structured data archiving applications will incorporate support for big
data analytics.
1 htp://www.gartner.com/newsroom/id/1460213
2 htp://www.gartner.com/it/page.jsp?id=1460213
3
htp://www.solix.com/company/solix-positoned-as-a-leader-gartner-
mq-structured-data-archiving-applicaton-
retirement
Enterprise Cash Flow Management
Cashbox is the lifeblood of any business. Today's corporations face
tremendous pressure to maximize receivables performance. Also known as
trade credit, receivables are the most cost efficient resources to
accelerate the cash fow.
Lack of timely information on receivables stored in multiple disparate
systems and the complexity introduced by disconnected manual processes,
impede many finance executives' ability to measure and monitor credit
risk and collections efficiency.
Effective receivables management involves ensuring effective credit
policy management and automation of credit-to-cash processes, which
increase the efficiency of a form's cash conversion operations.
Accelerating revenue cycles and lowering credit maximizes the value of
the from.
Enterprise Talent Management
We will continue to strengthen our products and services strength in
technology and IT related recruiting automation and services. Our
technology solutions coupled with RPO services add value to talent
management and staffing organizations. Our plans continue to strengthen
our technology enhanced recruitment process outsourcing services to our
customers in North America.
Our professional services include a wide range of consulting services
such as systems planning and design, installation and systems
integration based on our suite of products. We offer our professional
services with the initial deployment of our products as well as on an
ongoing basis to address the continuing needs of our customers. We also
have relationships with resellers, professional service organizations
and system integrators which include their participation in the
deployment of our products to our customers. These relationships help
promote our product and service offerings and provide additional
technical expertise to enable us to provide the full range of
professional services our customers require to deploy our products.
We offer a suite of software support and maintenance options that are
designed to meet the needs of our diverse customer base. These support
options include 24 hour coverage that is available seven days a week,
365 days a year, to meet the needs of our global customers. To
accomplish this level of support we have established a worldwide
support organization with major support centers in Santa Clara,
California, USA and Hyderabad, India and also thru our reseller
network. In addition to support teams around the globe, we have a
customer support website that provides our customers with the ability
to submit service requests receive confirmation that a service request
has been opened and obtain current status on these requests.
Additionally, the customer support website provides access to our
support procedures, escalation numbers to provide updates and new
information about our products.
Consolidated financial statements
In compliance with Accounting Standards AS-21 and AS-27 on consolidated
financial statements, read with Accounting Standard AS-23 on Accounting
for Investments in Associates and Section 129(3) and other relevant
provisions of Companies Act 2013, your Directors have pleasure in
attaching the consolidated financial statements for the financial year
ended on March 31, 2015, which form part of this Annual Report. The
Company will make available the Annual Reports of the aforesaid
subsidiaries upon request by any member/investor of the
Company/subsidiary companies. Further, the Annual Reports of the
subsidiary companies will also be kept open for inspection by any
member/investor at the Company's registered office and that of the
subsidiaries concerned.
Number of Meetings of the Board of Directors
During the year ended on 31st March 2015, Six Board Meetings were held.
The date on which the Board meetings were held were 29th May, 2014,
25th July, 2014, 29th October, 2014, 22nd December, 2014, 30th January,
2015 and 27th March, 2015.
Directors Responsibility Statements as required under Section 134 of
the Companies Act, 2013
Pursuant to the requirement under Section 134 of the Companies Act,
2013 with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
i. in the preparation of the Annual Accounts for the year ended on
31st March, 2015, the applicable
Accounting Standards read with requirements set out under Schedule III
to the Companies Act, 2013, have been followed and that there are no
material departures from the same;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2015 and of the Profit for the year
ended on that date;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and iv. the Annual Accounts for the year ended on 31st
March, 2015 have been prepared on a going concern basis. v. 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. vi. the Directors have devised proper
systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating efficiently.
Statement of Declaration given by Independent Directors under
Sub-Section (6) of Section 149 of the Companies act, 2013
The Independent Directors have submitted the declaration of
independence, as required pursuant to Section 149 (7) of the Companies
Act, 2013 stating that they meet the criteria of independence as
provided in Sub-Section (6).
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of following Four
Directors namely Mr. G.R. Venugopala Chary,
Mr. Jnana Ranjan Dash, Dr. Rafq K. Dossani and Mr. G. Parameswara Rao
as members Brief description of terms of reference:
- identifying persons who are qualified to become Directors and who may
be appointed in senior management in accordance with the criteria laid
down and recommend to the Board for their appointment and removal;
- carry on the evaluation of every director's performance; formulation
of the criteria for determining qualifications, positive attributes and
independence of a director;
- recommend to the Board a policy relating to the remuneration of the
directors, key managerial personnel and other employees;
- formulation of criteria for evaluation of Independent Directors and
the Board;
- devising a policy on Board diversity; and
- any other matter as the Board may decide from time to time.
Nomination and Remuneration policy
The objectives of the Policy
1. To lay down criteria and terms and conditions with regard to
identifying persons who are qualified to become Directors (Executive
and Non-Executive) and persons who may be appointed in Senior
Management and Key Managerial positions and to determine their
remuneration.
2. To determine remuneration based on the Company's size and financial
position and trends and practices on remuneration prevailing in peer
companies.
3. To carry out evaluation of the performance of Directors.
4. To provide them reward linked directly to their effort,
performance, dedication and achievement relating to the Company's
operations.
5. To retain, motivate and promote talent and to ensure long term
sustainability of talented managerial persons and create competitive
advantage.
Particulars of Contracts or Arrangements with Related Parties Referred
to in Sub-Section (1) of Section 188 of the Companies Act, 2013
The particulars of contracts or arrangements with related parties
referred to in Sub-Section (1) of Section 188 is prepared in Form No.
AOC-2 pursuant to Clause (h) of Sub-Section (3) of Section 134 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same
is enclosed as Annexure - I to this Report.
Extracts of Annual Return
The Extracts of Annual Return is prepared in Form MGT-9 as per the
provisions of the Companies Act, 2013 and Rule 12 of Companies
(Management and Administration) Rules, 2014 and the same is enclosed as
Annexure - II to this Report.
The conservation of energy, technology absorption, foreign exchange
earnings and outgo pursuant to provisions of Section 134(3)(m) of the
Companies Act, 2013 (Act) read with the Companies (Accounts) Rules,
2014
Information with respect to conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section
134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is
prepared and the same is enclosed as Annexure - III to this Report.
Risk Management Committee
Risk Management Committee consists of the following persons namely Mr.
G. Parameswara Rao, Chairman and Director,
Mr. G.R. Venugopala Chary, Director and Mrs. Geetanjali Toopran
Executive Director & CFO.
The Committee had formulated a Risk Management Policy for dealing with
different kinds of risks which it faces in day to day operations of the
Company. Risk Management Policy of the Company outlines different kinds
of risks and risk mitigating measures to be adopted by the Board. The
Company has adequate internal control systems and procedures laid down
to combat the risk. The Risk management procedure will be reviewed by
the Audit Committee and Board of Directors on a Quarterly basis at the
time of review of Quarterly Financial Results of the Company.
CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act, 2013 regarding Corporate
Social Responsibility are not attracted to the company for the
financial year 2014-15 yet the Company has been, over the years,
pursuing as part of its corporate philosophy. The company has
formulated a CSR policy and the same is available the Company's
website.
Mechanism for Evaluation of Board
Evaluation of all Board members is done on an annual basis. The
evaluation is done by the Board, Nomination and Remuneration Committee
and Independent Directors with specific focus on the performance and
effective functioning of the Board and Individual Directors.
A) Criteria for evaluation of Board of Directors as a whole
i. Identifying, Defying and Extent of realizing the corporate
objectives
ii. Regular monitoring of plans and Corporate results against
projections.
iii. Direct, monitor and evaluate Key managerial personnel, Senior
officials.
iv. Review of company's ethical conduct.
v. The fowl of information to board members and between board members;
vi. Identify, monitor and mitigate significant corporate risks
B) Criteria for evaluation of the Individual Directors
i. Leadership and stewardship abilities.
ii. Ability to contribute by introducing best practices to address top
management issues;
iii. Assess policies, structures and procedures.
iv. Review of strategic and operational plans and objectives.
v. Statutory compliance & Corporate governance;
vi. Attendance and contribution at Board/Committee meetings;
Details of loans, guarantees and investments
Name and Address of the
Nature of transaction Date of making Person or Body Corporate
(whether Loan/ Loan/Acquisition/ to whom it is made or given
Guarantee/Security/ Giving Guarantee/ or whose securities have
Acquisition) Providing Security been acquired (Listed /
Unlisted entities)
Siti Corporation Inc., USA,
Acquisition of Shares 31.12.2014 Unlisted  Wholly Owned
Subsidary
Siti Corporation Inc., USA,
Acquisition of Shares 31.01.2015 Unlisted - Wholly Owned
Subsidary
Nature of Transaction Amount of Purpose for
(Whether Loan/ Loan/Security/ which it is used
Guarantee/ Security Acquisition/ by Receipient
Acquisition Guarantee
Acquisition of Shares Expansion of its
Rs, 6,279,750 Business Activities
Acquisition of Shares Expansion of its
Rs, 6,106,200 Business Activities
TOTAL Rs, 12,385,950
Directors and Key Managerial Person
Mrs. Veena Gundavelli, Managing Director, retire by rotation and being
eligible offer herself for re-appointment at the ensuing Annual General
Meeting.
Mrs. Geetanjali Toopran, Director, retire by rotation and being
eligible offer herself for re-appointment at the ensuing Annual General
Meeting.
Details of Directors or Key Managerial Personnel who were appointed or
have resigned during the Year
Mr. Sulabh Mishra, Company Secretary has resigned with effect from
11.06.2014.
The Board of Directors in their meeting held on 12th June, 2015 have
appointed Mr. D. Santosh Kumar as a Company Secretary in pursuance of
Section 203 and other applicable provisions of the Companies Act, 2013
with effect from 12th June, 2015.
The Board of Directors in their meeting held on 22nd December, 2014
have appointed Mrs. Geetanjali Toopran, who is an Executive Director
and a Member of Audit Committee as a Chief Financial Officer in
pursuance of Section 203 and other applicable provisions of the
Companies Act, 2013 with effect from 22nd December, 2014.
Deposits
The Company has not accepted any deposits from the Public covered by
the provisions of Section 73 of the Companies Act, 2013.
AUDITORS
Statutory Auditors
M/s. Ramu and Ravi, (Firm Registration No. 006610S), Chartered
Accountants have been appointed as statutory auditors of the company at
the last Annual General Meeting held on 26.09.2014 until the conclusion
of next Annual General Meeting. Hence they offered themselves for
reappointment and have confirmed their eligibility in terms of the
provisions of Section 141 of the Companies Act, 2013 and Rule 4 of
Companies (Audit and Auditors) Rules, 2014. Therefore, reappointment of
Statutory Auditors is being sought from the members of the Company at
the ensuing AGM.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mrs. Soumya
Dafthadar, Practicing Company Secretary to undertake the secretarial
audit of the company. The Secretarial Audit Report is annexed herewith
as 'Annexure - IV'.
The Secretarial Auditor's Report does not contain any qualifications,
reservations or adverse remarks except the following:
The company has not appointed Company Secretary, from the date of
resignation of existing Company Secretary till the end of audit period
as required/mandated under Section 203 of the Companies Act, 2013 read
with Rule 8 of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014.
Boards' Reply:
The company was under the process of short listing and finalizing the
suitable candidate for the office of Company Secretary of the Company.
Despite best efforts from the management, process of selection of
appropriate candidate for the above mentioned office got delayed due to
shortage of suitable candidates to meet the requirements of the
Company.
However, the company has filled up the vacancy as on the even date of
this report.
Audit Committee
Audit Committee consists of the following Directors namely Mr. G.R.
Venugopala Chary, Chairman of the Committee,
Mr. G. Parameswara Rao, Dr. Rafq K. Dossani, Mr. Jnana Ranjan Dash and
Mrs. Geetanjali Toopran. Except Mr.
G. Parameswara Rao and Mrs. Geetanjali Toopran, all the other members
of the Audit Committee are Independent Directors.
There is no such incidence where Board has not accepted the
recommendations of the Audit Committee during the year under review.
Corporate Governance
A separate report on Corporate Governance and Management Discussion and
Analysis is annexed as part of the Annual Report along with the
Auditor's Certificate on its compliance.
Disclosure Requirements
Policy in dealing with related party transactions, whistle blower
policy, prevention of sexual harassment of women at workplace,
corporate social responsibility policy including details of
familiarization programme of Independent Directors are available on the
company's website: http://www.technvision.com.
Vigil Mechanism
The Board of Directors has adopted a Whistle Blower Policy. The Whistle
Blower Policy aims for conducting the affairs in a fair and transparent
manner by adopting highest standards of professionalism, honesty,
integrity and ethical behavior. All permanent employees of the Company
are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about
unethical behavior, actual or suspected fraud or violation of Code of
Conduct and Ethics. It also provides for adequate safeguards against
the victimization of employees who avail of the mechanism and allows
direct access to the Chairperson of the Audit Committee in exceptional
cases.
Statement of particulars of appointment and remuneration of managerial
personnel
The Statement of particulars of Appointment and Remuneration of
Managerial personnel as per Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is enclosed as
Annexure - 5 to this Annual Report.
Internal Control Systems and their adequacy
The Company has an adequate internal control system commensurate with
the size and complexity of the organization. The Company has
undertaken a comprehensive review of all internal control systems to
take care of the needs of the expanding size of the Company and also
upgraded the IT support systems. A system of internal audit to meet the
statutory requirement as well as to ensure proper implementation of
management and accounting controls is in place. The Audit Committee
periodically reviews the adequacy of the internal audit functions.
Change in the nature of business
There is no change in the nature of business of the Company.
The details of significant and material orders passed by the Regulators
or Courts or Tribunals impacting the Going Concern status and company's
operations in future
No Significant and material orders have been passed during the year by
the Regulators or Courts or Tribunals impacting the Going Concern
status and company's operations in future.
Material changes and commitments
There are no Material changes and commitments in the business
operations of the Company from the financial year ended on 31 March
2015 to the date of signing of the Director's Report.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year ended on 31 March 2015,the Company has not
received any Complaints pertaining to Sexual Harassment from anyone.
CEO'S DECLARATION
Pursuant to the provisions of Clause 49 of the Listing Agreement, a
declaration by the Chairman and Managing Director of the Company
declaring that all the members of the Board and the Senior Personnel of
the Company have affrmed compliance with the Code of Conduct of the
Company is enclosed.
Acknowledgement
Your Directors wish to place their sincere appreciation for the support
and co-operation that the Company has received from its Shareholders,
Bankers, Customers, Suppliers, Stockiest, Selling Agents, Central and
State Governments, various Statutory Authorities and others associated
with the Company.
Your Directors also wish to place on record their appreciation to
employees at all levels for their commitment, hard work and dedicated
support.
Registered Office: By order of the Board
1486 (12-13-522), Lane
No. 13, Street No. 14, TechNVision Ventures Ltd.,
Tarnaka, Secunderabad - 500 017.
Telangana, India
CIN: L51900TG1980PLC054066 sd/-
Phone Nos.: 040-2717 0822, 27175157,
27177951, G. Parmeswara Rao
Fax No.: 040-2717 3240 Chairman
E-Mail:[email protected] DIN: 00050780
Date: 24th July, 2015
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting their Thirty Fourth Annual
Report and audited financials for the financial year 2013-14. The
financial highlights of the Company are as follows:
Financial Results
(Rs. in Lakhs)
PARTICULARS STANDALONE CONSOLIDATED
2013-2014 2012-2013 2013-2014 2012-2013
Total Income 446.92 451.83 3241.29 2,222.71
Operating Profit (PBIDT) 13.55 (2.81) 68.60 135.54
Finance Charges 0.75 6.64 296.44 36.71
Depreciation
and Amortization 3.11 1.96 95.99 2.29
Profit Before Tax 9.69 (11.41) (323.84) 96.54
Provision for Tax 5.23 (0.61) 19.88 4.96
Prior Period adjustment Nil Nil Nil Nil
Profit After Tax 4.46 (10.80) (343.72) 91.58
Profit brought forward
from previous year 655.99 666.79 1068.55 976.97
Surplus carried forward 660.45 655.99 724.83 1,068.56
EPS 0.07 (0.17) (5.10) 1.30
Company''s performance
For the financial year ended March 31, 2014, Profit from Operations was
Rs. 13.55 lakhs, as compared to a profit of Rs. (2.81) lakhs in the
corresponding period of the previous year. For the year ended March 31,
2014, the Company''s Profit before Tax stood at Rs. 9.69 lakhs as
compared to a Loss of Rs. (11.41) lakhs in the previous year.
Business Plans
Our ability to create value in our portfolio companies has always been
underpinned by the differentiated scale of resources, knowledge and
networks. With a track record in delivering innovative value creation
solutions, we have developed a highly-effective approach and that will
continue to be our key execution strategy.
We offer a wide range of software products that can be sold
individually to solve specific technical challenges, but the emphasis
of our product development and sales efforts is to create products that
enable businesses to be more cost- effective, agile and efficient. We
divide our products into three major groups: Enterprise Data
Management, Enterprise Cash Flow Management and Enterprise Talent
Management.
Enterprise Data Management
According to a recent survey by Gartner, data growth is now the leading
data center infrastructure challenge1. Left unchecked data growth
impacts application performance, increases costs and challenges
compliance objectives.
"While all the top data center hardware infrastructure challenges
impact cost to some degree, data growth is particularly associated with
increased costs relative to hardware, software, associated maintenance,
administration and services," said April Adams, research director at
Gartner2.
Structured data growth is capable of stripping entire data centers of
cooling and power capacity. Data replication and disaster recovery
processes are impacted because more and more data is harder and harder
to move. System availability is reduced as mission critical batch
processes are no longer able to execute within scheduled times, and
"outage windows" necessary to convert ERP data during upgrade cycles
extends from hours to days.
Unstructured data growth poses just as serious a challenge. Email,
images, video, machine generated data and social files are equally as
critical to business success, and unstructured data is being created
and stored at an even higher rate.
And equally important, increasing user demand for specialized analytics
to mine enterprise data for better business results has compounded the
data growth challenge. Gartner has remarked that, "by 2016, 75% of
structured data archiving applications will incorporate support for big
data analytics."3
1. http://www.gartner.com/newsroom/id/1460213
2. http://www.gartner.com/it/page.jsp?id=1460213
3. http://www.solix.com/company/solix-positioned-as-a-leader-gartner-
mq-structured-data-archiving-application-retirement/
Enterprise Cash FIow Management
Cashflow is the lifeblood of any business. Today''s corporations face
tremendous pressure to maximize receivables performance. Also known as
trade credit, receivables are the most cost efficient resources to
accelerate the cash flow.
Lack of timely information on receivables stored in multiple disparate
systems and the complexity introduced by disconnected manual processes,
impede many finance executives'' ability to measure and monitor credit
risk and collections efficiency.
Effective receivables management involves ensuring effective credit
policy management and automation of credit-to- cash processes, which
increase the efficiency of a firm''s cash conversion operations.
Accelerating revenue cycles and lowering credit maximizes the value of
the firm.
Enterprise Talent Management
We will continue to strengthen our products and services strength in
technology and IT related recruiting automation and services. Our
technology solutions coupled with RPO services add value to talent
management and staffing organizations. Our plans continue to strengthen
our technology enhanced recruitment process outsourcing services to our
customers in North America.
Our professional services include a wide range of consulting services
such as systems planning and design, installation and systems
integration based on our suite of products. We offer our professional
services with the initial deployment of our products as well as on an
ongoing basis to address the continuing needs of our customers. We also
have relationships with resellers, professional service organizations
and system integrators which include their participation in the
deployment of our products to our customers. These relationships help
promote our product and service offerings and provide additional
technical expertise to enable us to provide the full range of
professional services our customers require to deploy our products.
We offer a suite of software support and maintenance options that are
designed to meet the needs of our diverse customer base. These support
options include 24 hour coverage that is available seven days a week,
365 days a year, to meet the needs of our global customers. To
accomplish this level of support we have established a worldwide
support organization with major support centers in Santa Clara,
California, USA and Hyderabad, India and also thru our reseller
network. In addition to support teams around the globe, we have a
customer support website that provides our customers with the ability
to submit service requests receive confirmation that a service request
has been opened and obtain current status on these requests.
Additionally, the customer support website provides access to our
support procedures, escalation numbers to provide updates and new
information about our products.
Dividend
Your Director''s, keeping in view of the prevailing circumstances, have
decided not to recommend payment of any dividend for the year.
Directors Re-appointment.
Mr. Sai Gundavelli and Mr. G. parmeswara Rao, Directors, retire by
rotation and the Board of Directors of your Company have recommended
for the approval of the members, their re-appointment as Non-Executive
Directors of your Company, liable to retire by rotation.
Management Discussion & Analysis
The Management Discussion & Analysis form an integral part of this
Director''s Report and is presented as separate section to this Annual
Report.
Corporate Governance Report
"The Company is continued to be in good compliance with Corporate
Governance requirements set in Clause 49 of Listing Agreement with
Stock Exchanges. The Corporate Governance Report is presented as a
separate section forming part of the Annual Report. The requisite
Certificate from the Auditors of the Company confirming the compliance
with the conditions of Corporate Governance as stipulated in Clause 49
of the Listing Agreement is annexed with the Report on Corporate
Governance." A certificate from the Statutory Auditors of the Company
confirming compliance with the conditions of Corporate Governance, as
stipulated under Clause 49 forms part of this Annual Report.
Statutory Auditors
The Statutory Auditors, M/s. Ramu and Ravi, Chartered Accountants,
Hyderabad will retire at the conclusion of the forthcoming Annual
General Meeting. The Statutory Auditors have confirmed that their
appointment, if made, shall be in accordance with the conditions as
prescribed in the Rule 4 of the Companies (Audit and Auditors) Rules,
2014 and that they are not disqualified for appointment within the
meaning of Sections 139 and 141 of the Companies Act, 2013. The Board
recommends their re-appointment.
Subsidiary Companies
The Company has two subsidiaries (apart from step down subsidiary
companies) as on March 31, 2014. A Statement pursuant to Section
212(1)(e ) of the Companies Act, 1956, containing the details of the
subsidiaries of the Company, is appended as an annexure to this Report.
1. SITI Corporation Inc., USA
2. AccelForce Pte. Ltd., Singapore
Step Down Subsidiaries of AccelForce Pte Ltd., Singapore
1. Solix Technologies Inc., USA
2. Emagia Corporation., USA
3. Solix Softech Private Limited, India (Subsidiary of Solix
Technologies Inc., USA)
Note: Emagia India Private Limited, India, a wholly owned subsidiary
company of Emagia Corp., USA has been dissolved w.e.f.
"In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary companies are not
being attached separately with the Balance Sheet of this Company.
Shareholders who wish to have a copy of the full report and accounts of
the subsidiaries will be provided the same on receipt of a written
request from them. These documents will be available for inspection
during business hours at the Registered Office of the Company and that
of the respective subsidiary companies on any working day during
business hours. The Consolidated Financial Statements presented by the
Company include the financial results of its subsidiary companies. The
Statement pursuant to Section 212 of the Companies Act, 1956,
highlighting the summary of the financial performance of our
subsidiaries is annexed to this Report."
Consolidated financial statements
In compliance with Accounting Standards AS-21 and AS-27 on consolidated
financial statements, read with Accounting Standard AS-23 on Accounting
for Investments in Associates and Section 129(3) and other relevant
provisions of Companies Act 2013, your Directors have pleasure in
attaching the consolidated financial statements for the financial year
ended on March 31, 2014, which form part of this Annual Report. The
Company will make available the Annual Reports of the aforesaid
subsidiaries upon request by any member/investor of the
Company/subsidiary companies. Further, the Annual Reports of the
subsidiary companies will also be kept open for inspection by any
member/investor at the Company''s registered office and that of the
subsidiaries concerned.
Deposits
Your Company has not accepted any fixed deposits from the public /
corporates during the year under review. As such no amount of principal
or interest was outstanding on the date of Balance Sheet.
Conservation of Energy, research and development, technology
absorption, foreign exchange earnings and outgo
The particulars as prescribed under Sub-section (1)(e) of Section 217
of the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the report of the Board of Directors) Rules, 1988, are
set out in this report.
Particulars of Employees
"There are no employees who are, in receipt of remuneration of Rs. 60
Lakhs or more per annum, if employed throughout the year or Rs. 5 Lakhs
or more per month if employed for a part of the year, falling within
the provisions of Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 during the year
ended on March 31, 2014."
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement of the Companies Act, 1956 (to the extent
applicable) and the Companies Act, 2013 (to the extent notified) with
respect to Directors'' Responsibility Statement, it is hereby confirmed
that,
i. in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and that there is no material departure
from the same;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of financial year and of the profits of the
Company for the period;
iii. the Directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
(to the extent applicable) and the Companies Act, 2013 (to the extent
notified) for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; and
iv. the Annual Accounts have been prepared on a going concern basis.
Acknowledgements
Your Directors take this opportunity to thank the Company''s employees,
customers, shareholders, suppliers, bankers, Financial institutions and
Central & State governments for their consistent support to the
Company. Your Directors also wish to place on record their deep
appreciation of the hard work, dedication and commitment of each and
every employee towards the success of your Company.
Place: Secunderabad for and on behalf of the Board
Date: 29th May 2014 G. Parmeswara Rao
Chairman
Mar 31, 2013
The Directors have pleasure in presenting their Thirty Third Annual
Report and audited fnancials for the fnancial year 2012-13. The
fnancial highlights of the Company are as follows:
Financial Results
(Rs. in Lakhs)
STANDALONE CONSOLIDATED
PARTICULARS
2012-2013 2011-2012 2012-2013 2011-2012
Total Income 451.83 555.31 2,222.71 2,909.96
Operating Profit
(PBIDT) (2.81) 8.96 135.54 141.17
Finance Charges 6.64 0.86 36.71 29.72
Depreciation and
Amortization 1.96 2.30 2.29 2.31
Proft Before Tax (11.41) 6.66 96.54 109.14
Provision for Tax (0.61) 3.22 4.96 2.90
Prior Period adjustment Nil Nil Nil Nil
Proft After Tax (10.80) 3.45 91.58 106.24
Proft brought forward
from previous year 666.79 663.35 976.97 870.73
Surplus carried forward 655.99 666.79 1,068.56 976.97
EPS (0.17) 0.05 1.30 1.88
Company''s Performance
For the fnancial year ended 31st March, 2013, Proft from Operations
(PBIDT) isRs. (2.81) lakhs, as compared to a proft of Rs.8.96 lakhs in the
corresponding period of the previous year. For the year ended 31st
March, 2013, the Company''s Proft before Tax stood atRs.(11.41)lakhs as
compared to a Proft ofRs. 6.66 lakhs in the previous year.
Business Plans
Our ability to create value in our portfolio companies has always been
underpinned by the diferentiated scale of resources, knowledge and
networks. With a track record in delivering innovative value creation
solutions, we have developed a highly-efective approach and that will
continue to be our key execution strategy.
We ofer a wide range of software products that can be sold individually
to solve specifc technical challenges, but the emphasis of our product
development and sales eforts is to create products that enable
businesses to be more cost- efective, agile and efcient. We divide our
products into three major groups: Enterprise Data Management,
Enterprise Cash Flow Management and Enterprise Talent Management.
Enterprises are experiencing dramatic growth in data, but often much of
the data is stored inefcientlyÂwhich wastes resources and time.
Clearly, enterprises are continuing to invest in more
storage/infrastructure every year.
For us, the case for Big Data as a repository for records and retention
management is made. Think of the power of having an internal system
that makes all company documents, videos, photos, etc., as well as
traditional structured data, instantly available to whoever needs it
(and has proper authorization to access it) from a central place
accessible anywhere the Internet or corporate internal network reaches,
on any device the user wants, at any time. And simultaneously protects
that data from loss and ensures a single master version of the truth.
It can be done with Big Data technologies. We plan to expand our
solutions to BigData platform. The key advantages of creating this kind
of repository based on Big Data technology include:
No database licensing and maintenance costs: Imagine the money being
spent on Oracle, SQL Server, DB2, etc., Open source technology
eliminates that.
No Tier 1 storage costs: You can use standard SATA storage, even white
box storage as the hyperscale installations do, instead of high cost
storage from EMC, Netapp, IBM, HP, etc.
Choice of public or private cloud: If you choose you can eliminate
CAPEX entirely and host your repository on Amazon or any of several
other public cloud services. Or if you prefer, you can put it in a
private cloud in- house.
No Backup/DR costs or issues: The way Big Data is organized, it reduces
the need for backup or administrative costs and because it is available
across the Internet it supports work from alternative locations in an
emergency, as well as routine remote work.
Extended Analytics: Once corporate data, including semi-structured and
unstructured documents, etc., are in a Big Data repository, it becomes
easy to add third-party data such as weather data, link that to your
sales & marketing, & extend analytics beyond your enterprise data.
And one fnal important advantage: Building and running this repository
will allow IT to gain valuable experience with the Big Data
technologies that clearly will be a big part of the IT future.
On Enterprise Cash Flow Management front, we plan to strengthen our
oferings to fnance departments, shared service centers as well as to
F&A business process outsourcing centers. Our solution in enterprise
and software- as-a-service deployment models will be strengthened with
new functionality and features that will enhance cash fow management
and forecasting. We will continue to strengthen our analytics platform
to ofer more business intelligence that can guide our customers in
faster and more efective decision making. Our plans also include adding
alliances relationships in upcoming economies such as South America and
Australia.
On Recruitment Process Outsourcing front, we will continue to
strengthen our services strength in technology and IT related
recruiting services. Our technology solutions coupled with recruiting
services add value to talent management and stafng organizations. Our
plans continue to strengthen our technology enhanced recruitment
process outsourcing services to our customers in North America.
Our professional services include a wide range of consulting services
such as systems planning and design, installation and systems
integration based on our suite of products. We ofer our professional
services with the initial deployment of our products as well as on an
ongoing basis to address the continuing needs of our customers. We also
have relationships with resellers, professional service organizations
and system integrators which include their participation in the
deployment of our products to our customers. These relationships help
promote our product and service oferings and provide additional
technical expertise to enable us to provide the full range of
professional services our customers require to deploy our products.
We ofer a suite of software support and maintenance options that are
designed to meet the needs of our diverse customer base. These support
options include 24 hour coverage that is available seven days a week,
365 days a year, to meet the needs of our global customers. To
accomplish this level of support we have established a worldwide
support organization with major support centers in Santa Clara,
California, USA and Hyderabad, India and also thru our reseller
network. In addition to support teams around the globe, we have a
customer support website that provides our customers with the ability
to submit service requests receive confrmation that a service request
has been opened and obtain current status on these requests.
Additionally, the customer support website provides access to our
support procedures, escalation numbers to provide updates and new
information about our products.
Dividend
Your Director''s, keeping in view of the prevailing circumstances, have
decided not to recommend payment of any dividend for the year.
Directors Re-appointment.
Dr. Rafq K. Dossani and Mr. G.R. Venugopala Chary, Directors, retire by
rotation and the Board of Directors of your Company, at its meeting
held on 29th May, 2013 recommended for the approval of the members,
their re-appointment as Non Executive Directors of your Company, liable
to retire by rotation.
Management Discussion & Analysis
The Management Discussion & Analysis form an integral part of this
Director''s Report and is presented as separate section to this Annual
Report.
Corporate Governance Report
" The Company is continued to be in good compliance with Corporate
Governance requirements set in Clause 49 of Listing Agreement with
Stock Exchanges. The Corporate Governance Report is presented as a
separate section forming part of the Annual Report. The requisite
Certifcate from the Auditors of the Company confrming the compliance
with the conditions of Corporate Governance as stipulated in Clause 49
of the Listing Agreement is annexed with the Report on Corporate
Governance."
Auditors
The auditors, M/s. Ramu and Ravi, Chartered Accountants, Hyderabad
retire at the ensuing Annual General Meeting and have confrmed their
eligibility and willingness to accept ofce, if re-appointed.
Subsidiary Companies
The Company has 2 subsidiaries (apart from step down subsidiary) as on
March 31, 2013. A Statement pursuant to Sec 212(1) (e) and (3) of the
Companies Act, 1956, containing the details of the subsidiaries of the
Company, is appended as an annexure to this Report.
1. SITI Corporation Inc., USA
2. AccelForce Pte. Ltd., Singapore
Step Down Subsidiaries of AccelForce Pte. Ltd., Singapore
1. Solix Technologies Inc., USA
2. Emagia Corporation., USA
3. Emagia India Private Limited, India (A subsidiary of Emagia Corp.,
USA)
4. Solix Softech Private Limited, India (Subsidiary of Solix
Technologies Inc., USA)
"In accordance with the general circular issued by the Ministry of
Corporate Afairs, Government of India, the Balance Sheet, Statement of
Proft and Loss and other documents of the subsidiary companies
separately are not being attached with the Balance Sheet of the
Company. Shareholders who wish to have a copy of the full report and
accounts of the subsidiaries will be provided the same on receipt of a
written request from them. These documents will be available for
inspection at the Corporate Ofce of the Company and that of the
respective subsidiary companies on any working day during business
hours. The Consolidated Financial Statements presented by the Company
include the fnancial results of its subsidiary companies."
Consolidated fnancial statements
In compliance with Accounting Standards AS-21 and AS-27 on consolidated
fnancial statements, read with Accounting Standard AS-23 on Accounting
for Investments in Associates, your Directors have pleasure in
attaching the consolidated fnancial statements for the fnancial year
March 31, 2013, which form part of this Annual Report. The Company will
make available the Annual Reports of the aforesaid subsidiaries upon
request by any member/investor of the Company/subsidiary companies.
Further, the Annual Reports of the subsidiary companies will also be
kept open for inspection by any member/investor at the Company''s
registered ofce and that of the subsidiaries concerned.
Deposits
Your Company has not accepted any fxed deposits from the public /
corporates during the year under review. As such no amount of principal
or interest was outstanding on the date of Balance Sheet.
Conservation of Energy, research and development, technology
absorption, foreign exchange earnings and outgo
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
report of the Board of Directors) Rules, 1988, are set out in this
report.
Particulars of Employees
"There are no employees who are, in receipt of remuneration of Rs. 60
Lakhs or more per annum, if employed throughout the year or Rs. 5 Lakhs
or more per month if employed for a part of the year, falling within
the provisions of Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, during the year ended
31.03.2013."
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confrmed that,
i. in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and that there is no material
departure from the same;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of afairs
of the Company at the end of fnancial year and of the profts of the
Company for the period;
iii. the Directors have taken proper and sufcient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
iv. the Annual Financial Statements have been prepared on a going
concern basis.
Acknowledgements
Your Directors take this opportunity to thank the Company''s employees,
customers, shareholders, suppliers, bankers, fnancial institutions and
Central & State governments for their consistent support to the
Company. The Directors also wish to place on record their appreciation
of the hard work, dedication and commitment of each and every employee.
Place: Secunderabad for and on behalf of the Board
Date: 29th May 2013 G. Parmeswara Rao
Chairman
Mar 31, 2012
The directors submit the Thirty Second Annual Report and audited
financials for the financial year ended March, 31st 2012.
FINANCIAL RESULTS
(Rs in lakhs)
STANDALONE CONSOLIDATED
PARTICULARS
2011-12 2010-11 2011-12 2010-11
Total income 555.31 480.46 2,909.96 2,736.98
Operating Profit (PBIDT) 8.96 61.54 2,798.89 2,510.26
Finance charges 0.86 24.82 29.72 37.27
Depreciation and Amortization 2.30 2.18 2.31 161.77
Profit Before Tax 6.66 34.95 109.14 65.16
Provision for tax 3.22 5.50 2.15 7.17
Prior Period Adj Nil (0.19) - (7.65)
Profit After Tax 3.44 29.64 106.24 65.64
Profit brought forward from
previous year 663.35 633.71 870.73 805.09
Surplus carried forward 666.79 663.35 976.97 870.73
EPs 0.05 0.47 1.88 0.91
COMPANY'S PERFORMANCE
For the financial year ended March 31, 2012, Profit from Operations was
Rs 8.96 Lakhs, as compared to a profit of Rs 61.54 lakhs in the
corresponding period of the previous year. For the year ended March 31,
2012, the Company's Profit before tax stood at Rs 6.66 lakhs as
compared to a Profit of Rs 34.95 lakhs in the previous year.
DIVIDEND
Your Director's, keeping in view of the prevailing circumstances, have
decided not to recommend payment of any dividend for the year.
BUSINESS PLANS
Our ability to create value in our portfolio companies has always been
underpinned by the differentiated scale of resources, knowledge and
networks. With a track record in delivering innovative value creation
solutions, we have developed a highly-effective approach and that will
continue to be our key execution strategy.
We offer a wide range of software products that can be sold
individually to solve specific technical challenges, but the emphasis
of our product development and sales efforts is to create products that
enable businesses to be more cost-effective, agile and efficient. We
divide our products into three major groups: Enterprise Data
Management, Enterprise Cash Flow Management and Enterprise Talent
Management.
On Enterprise Data Management front, we plan to expand our solutions to
new deployment models based on the Cloud technologies. Solix Cloud will
help small, medium and large enterprises solve data growth challenges
and provide an Information Lifecycle Management (ILM) framework to
manage the risk and complexity of storing vital information. By storing
all archived data on tier one media all the time, and by leveraging
flash solid state disk (SSD) technology, Solix Cloud provides faster
performance and improved access compared to traditional tiered storage
solutions deployed on premise. Solix Cloud is also highly secure. All
archived data is encrypted and stored in a read-only, immutable format
to meet data privacy and compliance objectives. We also plan to expand
our market reach to countries in Europe, Australia, South America and
Asia. We will continue to strengthen on our market share in North
America.
On Enterprise Cash Flow Management front, we plan to strengthen our
offerings to finance departments, shared service centers as well as to
F&A business process outsourcing centers. Our solution in enterprise
and software-as-a-service deployment models will be strengthened with
new functionality and features that will enhance cash flow management
and forecasting. We will continue to strengthen our analytics platform
to offer more business intelligence that can guide our customers in
faster and more effective decision making. Our plans also include
adding alliances relationships in upcoming economies such as South
America and Australia.
On Recruitment Process Outsourcing front, we will continue to
strengthen our services strength in technology and IT related
recruiting services. Our technology solutions coupled with recruiting
services add value to talent management and staffing organizations. Our
plans continue to strengthen our technology enhanced recruitment
process outsourcing services to our customers in North America.
Our professional services include a wide range of consulting services
such as systems planning and design, installation and systems
integration based on our suite of products. We offer our professional
services with the initial deployment of our products as well as on an
ongoing basis to address the continuing needs of our customers. We also
have relationships with resellers, professional service organizations
and system integrators which include their participation in the
deployment of our products to our customers. These relationships help
promote our product and service offerings and provide additional
technical expertise to enable us to provide the full range of
professional services our customers require to deploy our products.
We offer a suite of software support and maintenance options that are
designed to meet the needs of our diverse customer base. These support
options include 24 hour coverage that is available seven days a week,
365 days a year, to meet the needs of our global customers. To
accomplish this level of support we have established a worldwide
support organization with major support centers in Santa Clara,
California, USA and Hyderabad, India and also thru our reseller
network. In addition to support teams around the globe, we have a
customer support website that provides our customers with the ability
to submit service requests receive confirmation that a service request
has been opened and obtain current status on these requests.
Additionally, the customer support website provides access to our
support procedures, escalation numbers to provide updates and new
information about our products.
CHANGE OF NAME OF THE COMPANY
The Board of Directors of the Company, at its meeting held on 25th May,
2012 proposed and approved the change of name of your Company pursuant
to the provisions of Section 21 and other applicable provisions of the
Companies Act, 1956, if any, and subject to the consent of shareholders
of the Company at the ensuing Annual General Meeting. Accordingly, the
Company has applied for the availability of name with the Registrar of
Companies, Andhra Pradesh, Hyderabad.
Solix technologies limited and Solix technologies inc., (Us based step
down subsidiary of Solix technologies limited) share the same name.
While Solix technologies inc., is branded for its leadership in
enterprise data Management and Information Life Cycle Management
solutions and has customers world-wide. Solix Technologies Limited is
in the business of Software Development, Systems Integration Services
and investments into companies to develop businesses that have
potential for significant growth. In order to improve the messaging and
branding so as the customers are not confused about the two different
types of entities, the Board of Directors of the Company have decided
and approved the change of name for Solix technologies limited to
TechNvision Ventures Limited.
DIRECTORS
Re-appointment.
Mr. G. Parmeswara Rao and Mr. Jnana Ranjan dash, Directors, retire by
rotation and the Board of Directors of your Company, at its meeting
held on May 25th, 2012 recommended for the approval of the members,
their re-appointment as Non Executive Directors of your Company, as
they retire by rotation.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE
The Management Discussion & Analysis and Corporate Governance Report
form an integral part of this Director's Report and are presented as
separate sections to this Annual Report. The Auditors' Certificate
certifying compliance with the conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement with Stock Exchanges
is annexed with the Report on corporate governance.
AUDITORS
The auditors, M/s. Ramu and Ravi, Chartered Accountants, retire at the
ensuing Annual General Meeting and have confirmed their eligibility and
willingness to accept office, if re-appointed.
SUBSIDIARY COMPANIES
The company has 2 subsidiaries (including step down subsidiaries) as on
March 31, 2011. A statement pursuant to sec 212(1) (e) and (3) of the
companies Act, 1956, containing the details of the subsidiaries of the
company, is appended as an annexure to this Report.
1. SITI Corporation Inc., USA
2. AccelForce Pte. Ltd., Singapore
Step Down Subsidiaries of AccelForce Pte Ltd., Singapore
1. Solix Technologies inc., USA
2. Emagia Corporation., USA
3. Emagia India Pvt. Ltd., India (Subsidiary of Emagia corp., USA)
4. Solix Softech Pvt. Ltd., India (Subsidiary of Solix Technologies
Inc., USA)
The Ministry of Corporate Affairs, Government of India, vide General
Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011
respectively has granted a general exemption from compliance with
Section 212 of the Companies Act, 1956. In accordance with the said
circulars issued by the Ministry of Corporate Affairs, Government of
India, the Balance Sheet, Profit and Loss Account and other documents
of the subsidiary companies are not being attached with the Balance
sheet of the company. however, the company will make available the
Annual Accounts of the subsidiary companies and the related detailed
information to any member of the Company who may be interested in the
same.
The annual accounts of the subsidiary companies will also be kept open
for inspection at the Registered Office of the company.
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary companies. A statement
disclosing the details pertaining to the subsidiaries of the company as
on 31st march, 2012 pursuant to Section 212 is appended as an Annexure
to this Report.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with Accounting Standards AS-21 and AS-27 on consolidated
financial statements, read with Accounting Standard AS-23 on Accounting
for Investments in Associates, your Directors have pleasure in
attaching the consolidated financial statements for the financial year
March 31, 2012, which form part of this Annual Report. The Company will
make available the Annual Reports of the aforesaid subsidiaries upon
request by any member/investor of the Company/ subsidiary companies.
Further, the Annual Reports of the subsidiary companies will also be
kept open for inspection by any member/investor at the Company's
registered office and that of the subsidiaries concerned.
DEPOSITS
Your Company has not accepted any fixed deposits during the year under
review. As such no amount of principal or interest was outstanding on
the date of Balance sheet.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
report of the Board of Directors) Rules, 1988, are set out in this
report.
PARTICULARS OF EMPLOYEES
The Ministry of Corporate Affairs has vide Notification No. GSR 289 (E)
dated 31.03.2011 and a General Circular No. 23 dated 3rd May 2011 in
respect of Companies (Particulars of Employees) Amendment Rules 2011
enhanced the limits for the purpose of disclosure of particulars of
employees in Directors Report as requisite under Section 217 (2A) read
with Companies (Particulars of Employees) Rules, 1975 from the existing
limit of Rs 24 lakhs per year i.e. Rs 2 lakhs per month to that of Rs
60 lakhs per year i.e. Rs 5 lakhs per month.
In view of the above, there are no employees who are in receipt of
remuneration falling within the provisions of Section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Amendment Rules, 2011.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed that,
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there is no material
departure from the same;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of financial year and of the profits of the
Company for the period;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
iv. the annual accounts have been prepared on a going concern basis.
acknowledgements
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, financial institutions and Central &
State Governments for their consistent support to the Company. The
Directors also wish to place on record their appreciation of the hard
work, dedication and commitment of all the employees.
Place: Secunderabad for and on behalf of the Board of Directors
Date: 25th May 2012
sd/-
G. Parmeswara Rao
Chairman
Mar 31, 2010
The Directors have pleasure in presentng their Thirteen Annual Report
and audited financials for the financial year 2009- 10. The financial
highlights of the Company are as follows:
FINANCIAL RESULTS
(Rs. In Lakhs)
PARTICULARS 2009-10 2008-09
Total Income 472.88 612.89
operating Profit (PBIDT) 52.99 75.79
Finance Charges 1.78 20.77
Depreciaton and Amortsaton 12.66 13.10
Profit Before Tax 38.55 41.92
Provision for Tax 2.52 6.70
Prior Period Adj 7.32 1.82
Profit Afer Tax 28.71 33.40
Profit brought forward from
previous year 605.00 571.60
Surplus carried forward 633.71 605.00
COMPANYS PERFORMANCE
For the financial year 2009-10, your Company reported a total income of
Rs.472.88 lakhs. The Company achieved an operating profit of Rs. 52.99
lakhs and a net profit of Rs.28.71 lakhs.
BUSINESS PLANS
We ofer Enterprise Data Management suite of products that can be sold
individually to solve specific technical challenges, but the emphasis of
our product development and sales eforts are to create products that
would enable businesses to operate efciently while reducing
infrastructure costs and Meeting compliance requirements. Our products
are currently licensed by companies worldwide in diverse industries
such as manufacturing, financial services, telecommunications, retail,
healthcare, energy, logistcs, government and insurance. We sell our
products through direct sales force and through alliances with leading
sofware vendors and systems integrators.
Our professional services include a wide range of consulting services
such as systems planning and design, installaton and systems integraton
based on our suite of products. We ofer our professional services with
the inital deployment of our products as well as on an ongoing basis to
address the contnuing needs of our customers. We also have relationships
with resellers, professional service organizatons and system
integrators which include their partcipaton in the deployment of our
products to customers. These relationships help promote our product and
service oferings and provide Additional technical expertse to enable us
to provide the full range of professional services our customers
require to deploy our products.
We ofer a suite of sofware support and maintenance optons that are
designed to meet the needs of our diverse customer base. These support
optons include 24 hour coverage that is available seven days a week,
365 days a year, to meet the needs of our global customers. To
accomplish this level of support we have established a worldwide
support organizaton with major support centers in Santa Clara,
California, USA and Hyderabad, India and also thru our reseller
network. In additon to support teams around the globe, we have a
customer support website that provides our customers with the ability
to submit service requests, receive confirmaton that a service request
has been opened and obtain current status on these requests.
Additionally, the customer support website provides access to our
support procedures, escalaton numbers to provide updates and new
Information about our products.
Gartner recently highlighted the top 10 technologies and trends that
would be strategic for most organizatons in 2011 -
htp://www.gartner.com/it/page.jsp?id=145422. According to them, what
defnes a strategic technology, as one with the potental for significant
impact on the enterprise in the next three years. Factors that denote
significant impact include a high potental for disrupton to IT or the
business, the need for a major dollar investment, or the risk of being
late to adopt. Further, strategic technology may be an existing
technology that has matured and/or become suitable for a wider range of
uses. It may also be an emerging technology that offers an opportunity
for strategic business advantage for early adopters or with potental
for significant market disrupton in the next fve years.
Cloud Computng: Cloud computng services exist along a spectrum from
open (public) to closed (private). The next three years will see the
delivery of a range of cloud computng service approaches that fall
between these two extremes. Vendors will ofer packaged private cloud
implementatons that deliver the vendors public cloud service
technologies (sofware and/or hardware) and methodologies (i.e., best
practces to build and run the service) in a form that can be
implemented inside the consumers enterprise.
There are increased trends from prospects to buy Data Management as a
service. Solix ExAPPS, Industrys first Application retirement appliance,
is rightly placed for this market opportunity.
Next Generaton Analytics: The leading edge here is real-time simulations
and models that predict future outcomes to support individual business
decisions, rather than just analysis of results of past actons afer the
fact. While this may require significant changes to existing operational
and business intelligence infrastructure, it promises significant
improvements in business results.
Information Lifecycle Management has an important role to play in
identfying and moving inactve data to lower storage ters. This allows
these demanding new predictve analytcal tools to focus on the most
important actve data rather than being bogged down in a morass of
irrelevant historical Information that does not apply to the present and
future business environment.
Storage Class Memory: Gartner sees huge use of fash memory in consumer
devices, entertainment equipment, and other embedded IT systems. In
business, fash memory offers the best of RAM and very high speed storage
with a list of advantages of its own à space, heat, performance, and
ruggedness among them. As a replacement for RAM, fash offers equivalent
performance but with the huge advantage that fash memory is persistent
in a power outage, so that when power is restored the device starts up
immediately where it lef of. This makes it a new, premium choice that
allows to basically to store the most valuable, most actve data in
permanent memory rather than out on a disk drive, where it is instantly
available but protected from crashes. Flash is already being used as a
"Tier 0" in Applications, primarily in the financial industry, that
demand extremely fast reads and writes of large amounts of sensitve
data.
The disadvantage is cost. It will contnue to have enough of a premium
for the next several years to make fash an impractcal choice for
storing anything but the most high-leveraged data, with the rest getng
archived or retired. A strong ILM environment with efectve data tering
will be important for realizing maximum advantage from their fash
memory investments.
The future looks bright, the demand for ILM products continues to expand
as organizatons struggle to keep pace with the growth of Information,
and look for more cost-efectve approaches to manage and retain it.
DIVIDEND
Your Directors, keeping in view of the prevailing circumstances, have
decided not to recommend payment of any dividend for the year.
DIRECTORS
a) The Board of Directors has placed on record the demise on 25.10.2010
of Mr. Mohd. Abdul Majeed, an Independent Director and its deep sense
of appreciation for the services rendered by him. The board expresses
its condolences to the family members of Mr. Mohd. Abdul Majeed.
b) Re-appointment
Mr. G. Parmeswara Rao and Mr. Khalik Ashwin, Directors, retire by
rotation and the Board of Directors of your Company, at its Meeting held
on November 12th, 2010 recommended for the approval of the members
their re-appointment as Non-Executve Directors of your Company, liable
to retire by rotation.
c) appointment
Dr. Rafiq K. Dossani was appointed as Additional Director of the Company,
in accordance with Section 260 of the Companies Act, 1956, by the Board
of directors at its Meeting held on November 12th 2010. Dr. Rafiq K.
Dossani would hold office tll the date of the Annual General Meeting of
the Company scheduled to be held on 27th December, 2010. The requisite
Notice has been received from the member pursuant to Section 257 of the
Companies Act, 1956 proposing the electon of Dr. Rafiq K. Dossani as
Director of the Company at the ensuing Annual General Meeting of the
Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE
The Corporate Governance and Management Discussion and Analysis Report
form an integral part of this Report and are presented as separate
Sections to this Annual Report. The Auditors Certicatecertifying
compliance with the conditons of Corporate Governance as stpulated in
Clause 49 of the Listing Agreement with Bombay Stock Exchange is annexed
with the Report on Corporate Governance.
AUDITORS
The auditors, M/s. Ramu and Ravi, Chartered Accountants, retire at the
ensuing Annual General Meeting and have confirmed their eligibility and
willingness to accept office, if re-appointed.
SUBSIDIARY COMPANIES
Solix Technologies Limited is having the following subsidiary and
step-down subsidiary companies:
1. SITI Corporaton Inc., USA
2. AccelForce Pte. Ltd., Singapore
Step Down Subsidiaries of AccelForce Pte Ltd., Singapore
1. Solix Technologies Inc., USA
2. Emagia Corporaton Inc., USA
3. Emagia India Private Limited , India (Subsidiary of Emagia
Corporaton USA)
Note: One of our subsidiary companies, viz., AccelForce Sdn.Bhd.,
Malaysia was dissolved during the year and as also the subsidiary
company of Solix Technologies Inc., USA viz. AccelForce Inc., USA was
dissolved during the year.
The Ministry of Corporate Afairs, Government of India, vide its leter
dated 07.09.2010 has granted exempton from enclosing the annual
accounts of the above subsidiaries/step down subsidiaries in view of
publicaton of consolidated financial statements. The consolidated
financial statements include financial Information relating to the
subsidiary/step down subsidiary Companies.
The Company will, however, make available the Audited Annual Accounts
and related Information relating to each of the subsidiary company, upon
request by any member of the Company. These documents will also be
available for inspecton during business hours at the Registered office of
the Company.
The Consolidated Financial Statements prepared in terms of Accounting
Standards and Listing Agreements include financial Information relating to
the subsidiary/step down subsidiary companies also.
DEPOSITS
Your Company has not accepted any fixed deposits during the year under
review.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
Report of the Board of Directors) Rules, 1988, are set out in this
Report.
PARTICULARS OF EMPLOYEES
There are no employees who are in receipt of remuneration falling within
the provisions of Section 217(2A) of the Companies Act, 1956 read with
Companies (particulars of Employees) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that,
i. in the preparaton of the annual accounts, the applicable Accounting
standards have been followed and that there is no material departure
from the same;
ii. the Directors have selected such Accounting policies and applied
them consistently and made judgments and estmates that are reasonable
and prudent so as to give a true and fair view of the state of afairs
of the Company at the end of financial year and of the profits of the
Company for the period;
iii. the Directors have taken proper and sufcient care for the
maintenance of adequate Accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventng and detectng fraud and other
irregularites; and
iv. the annual accounts have been prepared on a going concern basis.
RELATED PARTY TRANSACTIONS
As a mater of policy, your Company carries out transactions with related
partes at arms length pricing. A statement of these transactions is
given in the Notes to Accounts in compliance with the Accounting
Standard AS-18.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, financial insttutons and Central &
State Governments for their consistent support to the Company. The
Directors also wish to place on record their appreciation of the hard
work, dedicaton and commitiment of the employees.
Place: Secunderabad For and on behalf of the Board of Directors
Date: 12th Nov 2010
G. Parmeswara Rao
Chairman
Jun 30, 2002
The Directors have pleasure in presenting their Report together with
the Audited Accounts for the year ended June 30, 2002.
A. FINANCIAL RESULTS AT A GLANCE :
PERFORMANCE OF THE COMPANY
Your Companys performance during the year 2001-2002 is summarised
below:
Rupees in lakhs
Description 2001-2002 2000-2001
Income :
From Operations 878.63 11.43
From Others 0.32 4.17
Total 878.95 15.60
Profit before
depreciation
and taxation: 798.53 1.45
Less: Depreciation 0.02 0.01
Preliminary &
Pre-Operative
Expenses 0.12 0.12
Written off
Profit/(Loss) before Tax 798.39 1.32
Less : Provision for Tax 0.00 0.75
Profit/(Loss) after Tax 798.39 0.57
Add : Profit brought forward
from previous year 0.20 (0.37)
Amount available for
appropriation 798.59 0.20
APPROPRIATION
Proposed Dividend
(Including dividend tax) 0.00 0.00
Transfer to General Reserve 0.00 0.00
Surplus retained in the
Profit & Loss A/c 798.59 0.20
During the year under review the Company has registered substantial
growth in the Software Business. The Company could establish itself
very much in the new business and has achieved a net profit of around
eight crores.
YEAR IN RETROSPECT:
The Company has by providing consultancy services in the Domestic
Tariff Area has achieved a turnover of Rs 33.78 lakhs during the year
under review. The companys Corporate Office at Secunderabad has
performed well in meeting the demand on quality for such services in
the local Market.
At the previous Annual General Meeting held on the 12th November, 2001
approval was obtained from the members for acquisition of the entire
shareholding of M/S Solix Systems Inc, a US Company subject to certain
clearances being obtained from the Reserve Bank of India and other
authorities. The proposal, however, could not get through due to
certain constraints.
OPERATIONS:
From the financial statements attached herewith, you will notice that
the Company has made its presence felt in the Export market and
achieved an Export turnover of 8.44 Crores in the year with a Net
Profit of 7.99 Crores. The Company has ambitious plans in tapping the
overseas market both in USA and other countries. In furtherance the
Company has already invested an amount of 50,000 SGD in Solix
Technologies Asia Pacific Pte, Ltd. a Company incorporated in
Singapore.
DIVIDEND:
Your Directors, keeping in view of further expansion plans have decided
not to recommend any dividend for the year.
DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors confirm that in the preparation of the Profit &
Loss Account for the year ended 30th June 2001 and the Balance Sheet as
at that date ("Financial Statements") that:
a) The applicable accounting standards have been followed and that no
material departures have been made from the said standards;
b) They have selected such accounting policies and applied them
consistently and made judgements 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 for the
year;
c) They have taken proper and sufficient care for the maintenance of
accounting records in accordance with the provisions of the Companies
Act, 1956 and for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d) That they have prepared Annual accounts on a going concern basis.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from the public.
CORPORATE GOVERNANCE
Your Companys endeavour has always been to adhere to the statutes and
its compliance and has been practicing the principles of good Corporate
Governance from the inception. Although the requirements of the
Corporate Governance code are not applicable to your company, yet it is
complying with most of the requirements.
The Board of Directors supports the broad principles of Corporate
Governance. In addition, the Board lays strong emphasis on
transparency, accountability and integrity.
DIRECTORS:
The Directors, Mr. G.Parmeswara Rao and Mr T.Maheshwar Rao, retire by
rotation at the ensuing Annual General Meeting and being eligible they
are seeking re-election.
RESPONSIBILITY:
The board has reserved for its consideration and decision a formal
schedule, of matters which includes, reviewing corporate performance,
ensuring adequate availability of financial resources, and report to
the shareholders. During the year under review, the Board met four
times. The Board members ensure that their other responsibilities do
not materially have any impact in the discharge of their
responsibilities as Director of the company.
The Board held its meetings regularly in accordance with the legal
requirements and also as and when required for the purpose of taking
decisions on business transactions.
AUDITORS
The Auditors, M/S Ganesh & Rajendra Associates, Chartered Accountants,
retire at the ensuing Annual General Meeting and being eligible have
expressed their willingness to be re-appointed. You are requested to
consider their re-appointment.
DISCLOSURES:
Additional Information on conservation of Energy, Technology absorption
and foreign exchange earnings/outgo, as required to be disclosed in
terms of section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the report of Board of
Directors) rules 1988 is annexed hereto and forms part of this report.
There are no Employees whose particulars are required to be disclosed
under section 217(2A) of the Companies Act, 1956.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
No technology has been imparted in the company and not being an
Industrial Energy Consumer, the relevant provisions of section 217(1)
(e)of the companies act 1956 read with rule 2 of the companies
(Disclosure of particulars in the report of the board of directors
)Rules,1988 do not apply.
RESEARCH & DEVELOPMENT
The Company has not carried out any research or development during the
year.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, foreign exchange earnings were to the
order of Rs 3,85,936/- while the outgo stood at Rs 9,960/-.
By and on behalf of the Board
Sd/-
Chairman
Place: Secunderabad
Date: 30-09-2002
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article