Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their Fifteenth Annual
Report on the business and operations of the Company together with the
Audited Financial Statements for the year ended 31st March, 2015.
1. Financial Highlights (Standalone and Consolidated)
The financial highlights of the year under review is as below:
(Rs, in Lacs)
Sr Standalone Consolidated
No.
Particulars 31.03.2015 31.03.2014 31.03.2015 31.03.2014
1. Income from
operations - 2429.11 201.00 2443.76
2. Other Income 394.75 105.67 394.75 105.67
3. Net Total
Income (1 2) 394.75 2534.77 595.75 2549.43
4. Employee
Benefit
Expenses 104.72 968.40 123.24 970.54
5. Other
Expenses 101.71 1013.29 143.59 1021.52
6. EBIDTA 188.32 553.09 328.92 557.37
Less:
Interest
and Finance
7. 0.17 2.48 0.25 2.51
charges
8. Less:
Depreciation 184.08 291.84 184.08 291.84
9. Profit
before Tax
(6-7-8) 4.07 258.77 144.59 263.03
10. Provision
for Tax 2.58 52.09 2.58 52.09
Less: MAT
Credit
Entitlement - (25.07) - (25.07)
Deferred Tax - 71.23 - 71.23
11. Net Profit
after tax
(9-10) 1.49 160.52 142.02 164.78
12. Extra Ordinary
Items - - - -
Net Profit/
(Loss) for
period
13. 1.49 160.52 142.02 164.78
(11-12)
14. Less: Minority
Interest - - - -
Paid up Equity
Share Capital
15. 3102.14 3102.14 3102.14 3102.14
(Face value
2/- per
share)
16. Earnings Per
Shares
(Basic) 0.00 0.10 0.09 0.11
2. DIVIDEND:
Your Directors is of the opinion that the company does not have
sufficient profits to issue Dividend in the Current Year and therefore
have not recommended any Dividend for the year under consideration.
3. AMOUNTTRANSFERREDTO RESERVES:
The Board of the Company has proposed to retain INR 628.46 Lakhs in the
profit and loss account and no amount is transferred to General
reserves for the financial year 2014 - 2015.
4. BUSINESS OUTLOOK:
Commix Technology Limited ("COM M EX") has successfully capitalized and
transformed itself from being a mere solution and service provider in
the Information Technology domain.
With a clear focus on business and technology, Commix has efficiently
harnessed its decades of exposure in the IT space, the domain expertise
developed and acquired by it through its various approach plans for
inorganic growth. Your Company has successfully developed a
state-of-the-art solution suite addressing markets in the country.
Commix continues to invest in the research and development of cutting
edge IT products for its various initiatives. The in-house technology
bandwidth and the domain expertise are critical success factors for the
various initiatives undertaken by the company.
5. PERFORMANCE REVIEW (CONSOLIDATED BASIS):
On consolidated basis, revenue from operations decreased by 91.77% from
IN R 2443.76 Lakhs to INR 201 Lakhs. Operating EBIDTA (Earnings Before
Interest, Taxes, Depreciation and Amortization) decreased 40.77% from
IN R 554.87 to IN R 328.67 Lakhs. Profit Before Tax (PBT) decreased by
45.03 % from INR 263.03 Lakhs to INR 144.59 Lakhs. Profit After Tax
(PAT) decreased by 13.82% from IN R 164.78 Lakhs to IN R 142.01 Lakhs.
6. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year under review, there was no change in the business
carried on by the Company or its subsidiaries.
7. SUBSIDIARY AND ASSOCIATE COMPANIES:
- As on 31st March, 2015 the company has the following
subsidiaries/associate companies
Subsidiary Companies:
1. M/s. IT Capital Services Pvt. Ltd.
2. M/s. Orient Information FZ-LLC-UAE
Associate company:
1. M/s. Universal Commodity Exchange Limited
- There has been no material change in the nature of the business of
the subsidiaries and associate companies.
- Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing salient features of the financial
statements of the Company's subsidiaries and associate companies in
Form AOC-1 is attached to the financial statements of the Company.
8. CHANGES IN SHARE CAPITAL:
During the year under review, there was no change in the Authorized or
Paid up Share Capital of the Company.
9. DIRECTORS' RESPONSIBILITY STATEMENT:
As required by Section 134 (5) of the Companies Act, 2013 the Directors
hereby state that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
b. 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 profit for the year ended on
that date;
c. 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;
d. the accounts have been prepared for the financial year ended 31st
March, 2015 on a going concern basis;
e. Internal Financial Controls to be followed by the Company have been
laid down, and the said Internal Financial Controls are adequate and
are operating effectively and;
f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and are operating effectively.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 149 of the Companies Act, 2013,
which came into effect from April 1, 2014, Mr. Jayant Mitra (DIN:
008010211) and Mr. Yeshwant Divekar (DIN: 01574821) were appointed as
independent directors at the annual general meeting of the Company held
on 30th September, 2014. The terms and conditions of appointment of
independent directors are as per Schedule IV of the Act. They have
submitted a declaration that each of them meets the criteria of
independence as provided in Section 149(6) of the Act and there has
been no change in the circumstances which may affect their status as
independent director during the year.
Pursuant to the provisions of Section 149 of the Companies Act, 2013 of
the Act Ms. Kavita Pawar (DIN: 02717275) was appointed as Woman
Director/Additional Director of the Company. She is Commerce Graduate
and have rich experience in the field of Finance. The resolution
seeking approval of the Members for the appointment of Ms. Kavita Pawar
have been incorporated in the notice of the forthcoming annual general
meeting of the Company along with brief details about her. The Company
has received a notice under Section 160 of the Act along with the
requisite deposit proposing the appointment of Ms Kavita Pawar.
Pursuant to the provisions of Section 203 of the Act, which came into
effect from April 1,2014, the appointment of Mr. Ajay Raut, Chief
Financial Officer and Ms. Neha Rushi, Company Secretary as key
managerial personnel of the Company were formalised. Ms. Sweta Khemka
stepped down from the position of Company Secretary during the year and
Board places on records its appreciation of the invaluable contribution
and guidance provided by her.
11. DISCLOSURE OF PECUNIARY RELATIONSHIP:
There was no pecuniary relationship or transactions of the
non-executive directors vis-a vis the company during the year. Also, no
payment, except sitting fees, was made to any of the non-executive
directors of the Company. No convertible instruments are held by any of
the non-executive directors of the Company.
12. STATEMENTON DECLARATION BYINDEPENDENTDIRECTOR:
Mr. Jayant Dolatrai Mitra and Mr. Yeshwant Jaywant Divekar, Independent
Directors of the Company have given their respective declaration as
required under Section 149(7) of the Companies Act, 2013 to the effect
that they meet the criteria of independence as provided in Section
149(6) of the Companies Act, 2013 which were taken on record by the
Board.
13. NUMBEROFMEETINGSOFTHE BOARD:
During the financial year 2014-15, eight meetings of the Board of
Directors were held. For details of the Board meetings please refer to
the Corporate Governance forming part of the Board's Report.
14. STATEMENTON ANNUAL EVALUATION OF BOARD, COMMITTEE AND ITS
DIRECTORS:
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of Section 134 (3) (p) of the Companies Act, 2013 read with
Rule 8(4) of The Companies (Accounts) Rules, 2014 and the corporate
governance requirements as prescribed by Securities and Exchange Board
of India ("SEBI") under Clause49 of the Listing Agreements
("Clause49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, transparency, adhering to good corporate
governance practices etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, leadership quality, attitude, initiatives decision making,
commitment, achievements etc. In addition, the Chairman was also
evaluated on the key aspects of his role.
In a separate meeting of independent Directors on 29th March, 2015,
performance of non- independent directors, performance of the board as
a whole and performance of the Chairman was evaluated, taking into
account the views of executive directors and non- executive directors.
The meeting also assessed the quality, quantity and timeliness of flow
of information between the company management and the board that is
necessary for the board to effectively and reasonably perform its
duties.
15. NOMINATION AND REMUNERATION POLICY:
In terms of Section 178 (3) of the Companies Act, 2013 and Clause 49 IV
of the listing agreement entered in to with the stock exchange, a
policy on Nomination and Remuneration of Directors and Senior
Management Employees including, inter alia, criteria for determining
qualifications, positive attributes and independence of directors was
formulated by the Nomination and Remuneration Committee and adopted by
the Board of Directors at their respective meetings held on 14th
November, 2014 The said policy is annexed as Annexure A to the Board's
Report. The said policy is also posted on the website of the Company
www.commextechnology.com and its web link is:
http://www.commextechnology.com/download/policy/
nomination_and_remuneration_pol icy_commex.pdf
16. INTERNAL FINANCIAL CONTROLS:
The Company has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of fraud and errors, the accuracy and completeness of the
accounting records and timely preparation of reliable financial
disclosures.
17. AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
18. AUDITORS:
Statutory auditors
M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai retire at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
Secretarial Auditors
SG & Associates, Practicing Company Secretaries from Mumbai was
appointed to conduct the secretarial audit of the Company for the
financial year 2014 - 2015, as required under Section 204 of the
companies Act, 2013 and rules made there under.
19. SECRETARIAL AUDIT REPORT:
In terms of Section 204 (1) of the Companies Act, 2013, a Secretarial
Audit Report is annexed as Annexure B of the Directors' Report.
20. EXPLANATION AND COMMENTS BY THE BOARD ON QUALIFICATION/
RESERVATION/ ADVERSE REMARK/ DISCLAIMER MADE IN AUDITORS' REPORT AND
SECRETARIAL AUDITORS' REPORT:
- The auditors' have given a qualification on MAT Credit and on the
same the Board of Directors of the Company would like to state that the
Company was not able to pay tax for the year 2012-2013 and the Company
is in process of reversing the MAT credit in the Current financial Year
i.e. 2015-2016.
- Secretarial auditors' report does not contain any qualifications,
reservations or adverse remarks.
21. RISK MANAGEMENT:
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. During the year, your
Company has set up a new Risk Management Committee in accordance with
the requirements of Listing Agreement to monitor the risks and their
mitigating actions. During the year under review, no risk threatening
the existence of the Company was identified.
22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
23. TRANSACTIONS WITH RELATED PARTIES:
None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. Information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in Annexure C in Form
AOC-2 and the same forms part of this report.
The Board of Directors of the Company had formulated a policy on
related party transactions and materiality of Related Party
Transactions on 14th November, 2014 in terms of Clause 49 of the
listing agreement. The said policy is posted on the website of the
Company, www.commextechnology.com and its web link is:
- http://www.commextechnology.com/dovvnload/policy/ Policy
for_determining_material_subsidiary_oUhe.pdf
- http://www.commextechnology.com/download/
policy-on-related-Party-transaction-and-materiality-of-related-Party-
transaction.pdf
24. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in "Annexure D" of this report
in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The said policy is posted on the
website of the Company, www.commextechnology.com and its web link is:
http://www.commextechnology.com/download/
policy_on_corporate_social_responsibility.pdf
25. EXTRACT 0F ANNUAL RETURN:
An extract of Annual Return in Form MGT 9 for the Financial Year 2014 -
2015 has been enclosed as "Annexure E" forming part of the Board's
Report.
26. PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
i. Employee of the Company employed throughout the financial year, who
was in receipt of remuneration for that year which, in the aggregate,
not less than rupees sixty lakhs: NIL
ii. Employee of the Company employed for a part of the financial year,
who was in receipt of remuneration for any part of that year, at a rate
which, in the aggregate, was not less than five lakh rupees per month:
NIL
iii. Employee of the Company employed throughout the financial year or
part thereof, who was in receipt of remuneration in that year which, in
the aggregate, or as the case may be, at a rate which, in the
aggregate, is in excess of that drawn by the managing director or
whole-time director or manager and holds by himself or along with his
spouse and dependent children, not less than two percent of the equity
shares of the company:
NIL. Further Managing Director of the Company is not getting any
commission from the Company or from any of its subsidiaries.
iv. Ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Non-executive Directors Ratio of Median remuneration
Jayant Mitra 8.88
Yeshwant Divekar 8.88
v. Percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year:
- Neha Rushi, Company Secretary-N A
- AjayRaut, Chief Financial Officer -NA
vi. Percentage increase in the median remuneration of employees in the
financial year:
There was 18.74 % increase in the median remuneration of the employees
for the reporting period.
vii. Number of permanent employees on the rolls of company: 4
viii. The explanation on the relationship between average increase in
remuneration and Company performance:
On an average individual increments varied from 4% to 5%, based on
individual performance. The increase in remuneration is in line with
the market trends in India.
ix. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
Aggregate remuneration of key managerial personnel 7.31
(KMP)inFY15(INRinLacs)
Revenue (INR in Lacs) 0
Remuneration of KMPs (as % of revenue) 0
Profit before Tax (PBT) (INR in Lacs) 4.07
Remuneration of KMP (as % of PBT) (179.61%)
x. Variations in the market capitalization of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year:
Particulars 31st March, 2015 31st March, 2014 % Change
Market
Capitalization
(in Lakhs) 2016.39 22102.75 (90.89%)
price Earnings
Ratio 0 142.5 (100%)
xi. Percentage increase or decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer:
Initial public offer was in the year 2000 at INR 10 and face value of
share was 10. Later in the year 2006 there was splitting of shares and
the face value of the share was INR 2. Thus % change is calculated
accordingly:
Rate at which equity shares
Particulars 31st March, 2015 were offered at Initial Public % Change
Offer
Market
Price
(BSE) 1.30 2 (35%)
xii. 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:
The average annual increase was around 17 %.
There was no increase in the managerial remuneration for the year.
xiii. Comparison of each remuneration of the key managerial personnel
against the performance of the Company:
SwetaKhemka
AjayRaut- NehaRushi-
Mr, Company
Chief Company
Secretary
Ketan Secretary
Sheth Fincial (01/04/2014 to (w.e.f
September,
0ffiCer 09/07/2014 2014)
Remuneration
in the Financial
Year 2014 - 1 3.5 2.06 1.75
2015 (INR in
Lakhs
Revenue (INR in
Lakhs) 0
Remuneration
as % of 0 0 0 0
Revenue
Profit before
Tax(PBT) (INR
in 4.07
Lakhs)
Remuneration
as % of PBT 0 85.99 50.61 42.99
PBT
xiv. The key parameters for any variable component of remuneration
availed by the directors:
There are no variable components in remuneration to the Directors.
xv. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year:
None.
xvi. Affirmation that the remuneration is as per the remuneration
policy of the Company:
The Company affirms remuneration is as per the remuneration policy of
the Company.
27. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
VOTING RIGHTS:
During the year under review, the Company has not issued any shares
with differential voting rights.
28. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION SCHEME:
During the year under review, no option under 'Employee Stock Option
Scheme' was granted or vested to any employee or directors of the
Company.
29. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:
During the year under review, the Company has not issued any Sweat
Equity Shares.
30. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have not been any material changes and commitment affecting the
financial position of the Company during the financial year 2014-15.
31. DISCLOSURE REQUIREMENTS:
- Pursuant to the provisions of Schedule IV to the Companies Act, 2013
("the Act") and Clause 49 of the Listing Agreement, Terms and
Conditions for Appointment of Independent directors are posted on the
website of the Company www.commextechnology.com and its web link is:
http://www.comme)dech nology.com/download/polity/terms_ and_ condta
- Details of the familiarization programmer of the Independent
directors is posted on the website of the
Companywww.commextechnology.com and its web link is:
http://wvvw.commextechnology.com/download/polity/
familiarisation_programmejorjndependent_directors.pdf
- Whistle Blower Policy/ Vigil Mechanism: The Company has established a
Vigil Mechanism for directors and employees to report genuine concerns.
The vigil mechanism provide for adequate safeguards against
victimization of person who use Vigil Mechanism and also provide for
direct access to the Chairman of the Audit Committee in appropriate and
exceptional cases. The details of Vigil Mechanism is displayed on the
website of the Company www.commextechnology.com and its web link is
http://wvvw.commextechnology.conn/download/
poliCY/whistle%20_blower_policy_vigiLrnechanism.pdf
- The policy for determining material subsidiary of the company
pursuant to revised Clause 49 of the Listing Agreement is posted on the
website of the Companywww.commextechnology.com and its web link is:
http://www.commextechnology.Com/download/
policy-for-determining-material-subsidiary-of-the-pdf
- Policy on dealing with related party transactions is posted on the
website of the Company www.commextechnology.com and its web link is:
http://www.com mextechnology.com/download/
policy/policy_on_relatBd_party_transaction_and_materiality_
of_related_party_transaction.pdf
- As per Clause 49 of the Listing Agreement entered into with the Stock
Exchange, Corporate Governance Report with auditors' Certificate and
Management Discussion and Analysis are attached, which forms part off
this report.
32. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the Balance Sheet.
33. INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS)
RULES, 2014 - CONSERVATION of ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
a) Conservation of Energy:
The activities of your company require minimal energy consumption and
every endeavor has been made to ensure the optimal use of energy, avoid
wastage and conserve energy as far as possible.
b) Technology Absorption:
The activities of the Company at present do not involve technology
absorption and research and development.
c) Foreign exchange earnings and outgo:
The details of Foreign exchange earnings and outgo are detailed in Note
No. 22 forming part of Accounts.
34. 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:
During the period under review, no order had been passed by the
regulators/ courts or tribunals which have an effect on the going
concern status of the company and its operations.
35. FRAUD REPORTING (REQUIRED BYTHE COMPANIES AMENDMENT BILL, 2014) IF
ANY:
During the period under review, there was no fraud reporting in the
company.
36. DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER AMENDED
CLAUSE 5AOF THE LISTING AGREEMENT:
Aggregate
number of Number of Number of Aggregate number
shareholders
and the shareholders who shareholders to of shareholders
outstanding
shares approached the whom shares and the outstanding
lying in the
Unclaimed issuer for
transfer were transferred shares lying in the
Suspense
Account at of shares from from the Unclaimed Suspense
the beginning the
of the Unclaimed Unclaimed Account
year Suspense Account Suspense at the end of the
during the year Account year
during the year
NIL NIL NIL NIL
37. IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013:
The Company is not required to constitute Internal Complaints Committee
of the Company under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 as the permanent
employees are less than 10. Further there are no instances of Sexual
Harassment of Women under the said Act has been reported to the
Company.
38. EMPLOYEE RELATIONS:
The relations of the management with staff and workers remained cordial
during the entire year.
39. ACKNOWLEDGEMENT:
The directors thank the Company's employees, customers, vendors,
investors and academic institutions for their continuous support.
The directors also thank the government of various countries,
government of India, the governments of various states in India and
concerned government departments / agencies for their co-operation.
The directors appreciate and value the contributions made by every
member of the Commix family.
On behalf of the Board of Directors
Sd/-
Ketan Sheth
Chairman and Managing Director
Date: 02/09/2015
Place: Mumbai
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their Fourteenth Annual
Report on the business and operations of the Company together with the
Audited Financial Statements for the year ended 31s1 March, 2014.
Financial Highlights ( rs in Lakhs)
Sr Standalone Consolidated
No. Particulars 31.01.2014 31.03.2013 31.03.2014 31.03.2013
1. Income from operations 2429.11 2370.01 2443.76 2392.14
2. Other Income 105.67 91.53 105.67 91.53
3. Net Total Income (1 2) 2534.77 2461.54 2549.43 2483.67
4. Employee Benefit
Expencess 968.40 680.49 970.54 684.06
5. Other Expenses 1013.29 288.79 1021.52 299.12
6. EBIDTA 553.09 1492.26 557.37 1500.49
7 Less: Interest and
Finance charges 2.48 66.74 2.51 66.74
8. Less: Depreciation 291.84 418.12 291.84 418.12
9. Profit before Tax (6-7-8) 258.77 1007.38 263.03 1015.60
10. Provision for Tax 52.09 173.00 52.09 173.00
Less MAT Credit (25.07) (173.00) (25.07) (173.00)
Entitlement
Deferred Tax 71.23 - 71.23 -
11. Net Profit after tax (9-10)160.52 1007.38 164.78 1015.60
12. Extra Ordinary Items - - - -
13. NetProfiLoss) for period 160.52 1007.38 164.78 1015.60
14. Less: Minority Interest - - - -
Paid up Equity Share
15. Capital (Face value D2/- 3102.14 3102.14 3102.14 3102.14
per share)
16. (Earning Per Shares 0.10 0.65 0.11 0.65
Basic)
Dividend:
Your Directors is of the opinion that the company does not have
sufficient profits to issue Dividend in the Current Year and therefore
have not recommended any Dividend for the year under consideration
Performance Review (Consolidated Basis):
Sales increased by 2.16% from Rs. 2392.14 to Rs.2443.76
Operating EBIDTA (Earnings Before Interest, Taxes, Depreciation and
Amortization) decreased by 62.85% from Rs. 1500.49 to Rs. 557.37.
Profit Before Tax (PBT) decreased by 74.10 % from Rs. 1015.60 to Rs. 263.03
Profit After Tax (PAT) decreased by 83.77% from Rs. 1015.60 to Rs. 164.78
Business Outlook:
Commex Technology Limited ("COMMEX") has successfully capitalized and
transformed itself from being a mere solution and service provider in
the Information Technology domain.
With a clear focus on business and technology, Commex has efficiently
harnessed its decades of exposure in the IT space, the domain expertise
developed and acquired by it through its various approach plans for
inorganic growth. Your Company has successfully developed a
state-of-the-art solution suite addressing markets in the country.
Commex continues to invest in the research and development of cutting
edge IT products for its various initiatives. The in-house technology
bandwidth and the domain expertise are critical success factors for the
various initiatives undertaken by the company.
Fixed Deposits:
During the year under review, your Company has not accepted any deposit
under Section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975
Consolidated Accounts:
In accordance with the requirements of Accounting Standards AS-21
prescribed by the Institute of Chartered Accountants of India and
section 129 and 134 of Companies Act, 2013, the consolidated accounts
and cash flow are annexed to this report.
Directors:
In term of provision of section 255 and 256 of the Companies Act, 1956,
read with the Articles of Association of the Company, Mr. Jayant
Dolatrai Mitra, Director of the Company retires by rotation and being
eligible, offers himself for re-appointment in the ensuing Annual
General Meeting.
During the year, Mr. MadhukarNath Chaturvedi has resigned (w.e.f. 15th
November, 2013) from the Board of the Company.
Mr. Yeshwant Jaywant Divekar was inducted on the board as Director with
effect from 14th November, 2013. The brief resume / details relating to
the Directors who are to be appointed / re-appointed is furnished in
the Report of Corporate Governance forming part of the Annual Report.
Directors'' Responsibility Statement:
Your Directors confirm the Directors'' Responsibility Statement pursuant
to Section 217 (2AA) of the Companies Act, 1956, as under that:
- In preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any ;
- The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st March, 2014 and profit for the year ended on
that date;
- 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;
- The Directors have prepared the accounts for the financial year ended
31st March, 2014 on a going concern'' basis.
Corporate Governance:
It has always been the Company''s endeavor to excel through better
Corporate Governance and fair and transparent practices, many of which
have already been in place even before they were mandated by the law.
The Company complies with all the provisions of revised Clause 49 of
the Listing Agreement. A separate report on Corporate Governance
compliance is included as a part of the Annual Report along with the
reports on Management Discussion and Analysis. The certificate from the
Auditors of the Company regarding compliance of the conditions of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with stock exchanges is annexed to this report.
Auditors:
M/s. Gadgil& Co., Chartered Accountants, the Auditors of the Company
would retire at the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment.
The Company has received letters from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 139 of the Companies Act, 2013 and that they are not
disqualified for such re-appointment within the meaning of Section 139
of the said Act.
Auditors'' Report:
The observations made by the Auditors in their report are
self-explanatory. The notes on accounts referred to in the Auditors''
Report are self-explanatory and therefore do not call for any further
comments
Foreign Exchange Earnings and Outgo:
The details of Foreign Exchange Earnings and Outgo are detailed in Note
No. 22 forming a part of the Accounts.
Particulars of Employees:
Particulars of the employees as required under section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of the
Employees)Rules, 1975 are not applicable since, none of the employee of
the Company is drawing more than ^60,00,000 pa. or ^5,00,000 p.m. for
the part of the year.
Secretarial Audit Report:
As directed by Securities and Exchange Board of India (SEBI)
secretarial audit is being carried out at the specified periodicity by
M/s. SG & Associates, the Secretarial Auditors of the Company.
The Secretarial Audit Report confirms that the Company has complied
with all applicable provisions of the Companies Act, 1956, Securities
Contracts (Regulation) Act, 1956 , Depositories Act, 1996, The Foreign
Exchange Management Act, 1999, and all the Regulations and Guidelines
of SEBI as applicable to the Company , including The Securities and
Exchange Board of India Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, The Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 1992 , and Listing
Agreement with the Stock Exchange.
Conservation of Energy:
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of board of Directors) Rules,
1988 are provided in this report.
The activities of your company require minimal energy consumption and
every endeavor has been made to ensure the optimal use of energy, avoid
wastage and conserve energy as far as possible.
Listing:
The Company''s shares continues to remain listed with Bombay Stock
Exchange Limited (BSE), Mumbai, where the shares is actively traded and
records healthy volume on daily basis. The Company has paid the Annual
Listing Fees to the Stock Exchange for the year 2014-2015.
Dematerialization of Shares:
The shares of the Company are admitted with National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL). Accordingly the Shares of your Company are available for
dematerialization and can be traded in Demat mode. The Company has paid
charges to NSDL and CDSL for the year 2013-2014.
Acknowledgments:
Your Directors take this opportunity to thank all the shareholders of
the Company, the Bankers, Registrars and Transfer Agents, Auditors,
Customers, Vendors and executives of the respective agencies, for their
continued support during the year.
Your Directors place on record their appreciation of all the employees
and consultants of the Company for their untiring personal efforts as
well as their collective contribution to the Company''s performance
during the year.
By Order of the Board of Directors,
Commex Technology Limited,
Ketan Sheth
Chairman & Managing Director
DIN: 00026117
Date : 2/9/2014
Place: Mumbai
Mar 31, 2012
Dear Members,
OVERVIEW:
FY 2011-2012 has been challenging year with unprecedented economic
uncertainty in Europe, geo political upheaval in the Middle East and a
slowing down of economic growth across Asia. These events had a
profound effect for industrial growth across the world. I would like
to thank the entire Commex team and all our esteemed clients and
associates for the creative momentum, support, enterprise and
commitment during the year. Commex has successfully executed various
prestigious initiatives during the year, which would not have been
possible without the untiring efforts of each and every member of team
Commex.
With a clear focus on exchange business and technology, Commex has
efficiently harnessed its decades of exposure in the IT space, the
domain expertise developed and acquired by it through its various
approach plans for inorganic growth. The company has successfully
developed a state-of-the-art exchange solution suite addressing
commodity and capital markets in the country.
Commex continues to invest in the research and development of cutting
edge IT Products for its various exchange initiatives. The in-house
technology bandwidth and the domain expertise are critical success
factors for the various exchange initiatives undertaken by the company.
Commex has successfully promoted Universal Commodity Exchange Limited
(UCX) which would be a national level multi-commodity exchange covering
Agri, Bullion & Metals, Energy and others. Other shareholders in UCX
include IDBI Bank Limited, Indian Farmers Fertiliser Co-operative
(IFFCO), National Bank for Agriculture and Rural Development (NABARD),
Rural Electrification Corporation Limited (REC). Apart from UCX, the
company has also extended its reach to the spot markets through its
spot exchange which is a new initiative in the field of commodity
exchange business in the country. UCX would be a full- fledged
commodity Exchange for Agro, Bullion, Energy & other Commodities for
futures & derivatives markets. The company has also ventured into the
spot markets, as an extension of its exchange focus. Apart from the
sustained efforts to enhance the company's technology capabilities in
the capital & commodities markets, the company also has ventured into
the infrastructure services vertical which is expected to substantially
benefit the company in its various exchange and allied initiatives.
Thank you for reposing your faith in the Company. I also thank the
very committed members of the Commex Team and the Company's business
associates for their continued support. My team and I look forward to
the challenges of delivering sustainable and profitable growth in the
years ahead with confidence. I look forward to your continued support.
With warm regards,
sd/-
Ketan Sheth
Chairman
Dear Members,
Your Directors have pleasure in presenting their Twelveth Annual Report
on the business and operations of the Company together with the Audited
Financial Statements for the year ended 31st March, 2012.
Financial Highlight (Rs. in Lacs)
Sr. Standalone Consolidated
No. Particulars 31.03.2012 31.03.2011 31.03.2012 31.03.2011
1. Income from operations 1414.41 953.03 1425.63 976.25
2. Other Income 88.62 245.71 88.62 245.71
3. Net Total Income (1 2) 1503.03 1198.74 1514.25 1221.96
4. Employee Benefit
Expenses 490.51 242.18 490.50 246.05
5. Other Expenses 59.36 525.41 68.55 538.01
6. EBITA 953.16 431.15 955.20 437.90
7. Less: Interest
and Finance 22.31 0.39 22.33 0.45
charges
8. Less: Depreciation 284.37 93.60 284.37 93.60
9. Profit before
Tax (6-7-8) 646.48 337.16 648.50 343.84
10. Provision for Tax 40.00 57.08 40.00 57.07
11. Net Profit after
tax (9-10) 606.48 280.01 608.50 286.76
12. Extra Ordinary Items - - - -
13. Net Profit/(Loss)
for period 606.48 280.01 608.50 286.76
(11-12)
14. Less: Minority Interest - - - -
15. Paid up Equity Share 3102.14 3102.14 3102.14 3102.14
Capital (Face
value Rs..2/- per share)
16. Reserves Excluding 8036.52 7650.97 7028.37 6992.05
Revaluation
Reserve
17. Earning Per
Shares (Basic) 0.39 0.42 0.58 0.27
18. Earning Per Shares 0.39 0.42 0.58 0.27
(Diluted)
DIVIDEND:
The Directors declare has recommended a dividend of Rs. 0.12 Paisa per
share (i.e. 6%) amounting to Rs.22.52 Million including dividend
distribution tax, (previous year Rs.0.10 Paisa per equity Shares (%)
amounting to Rs.18.86 including dividend distribution tax)
PERFORMANCE REVIEW (CONSOLIDATED BASIS):
- Sales increased by 46.03% from Rs. 97.63 Millions to Rs.142.56 Millions.
- Operating EBIDTA (Earnings Before Interest, Taxes, Depreciation and
Amortization) increased by 118.13% from Rs.43.79 Millions to Rs.95.52
Millions.
- Profit Before Tax (PBT) increased by 88.61% from Rs. 34.38 Millions to
Rs.64.85 Millions.
- Profit After Tax (PAT) increased by 112.20 % from Rs.28.68 Millions to
Rs. 60.85 Millions.
BUSINESS OUTLOOK:
Commex Technology Limited has successfully capitalized and transformed
itself from being a mere solution and service provider in the
Information Technology domain to the holding entity of various
exchanges which would operate at a national level.
With a clear focus on exchange business and technology, Commex has
efficiently harnessed its decades of exposure in the IT space, the
domain expertise developed and acquired by it through its various
approach plans for inorganic growth. Your Company has successfully
developed a state-of-the-art exchange solution suite addressing
commodity and capital markets in the country.
Commex Technology Limited continues to invest in the research and
development of cutting edge IT products for its various exchange
initiatives. The in-house technology bandwidth and the domain expertise
are critical success factors for the various exchange initiatives
undertaken by the company.
Commex has successfully promoted Universal Commodity Exchange Limited
(UCX) which would be a national level multi-commodity exchange covering
Agri, Bullion & Metals, Energy and others. Other shareholders in UCX
include IDBI Bank Limited, Indian Farmers Fertiliser Co-operative
(IFFCO), National Bank for
Agriculture and Rural Development (NABARD), Rural Electrification
Corporation Limited (REC). Apart from UCX, the company has also
extended its reach to the spot markets through its spot exchange is a
new initiative in the field of commodity exchange business in the
country. UCX would be a full-fledged commodity Exchange for Agro,
Bullion, Energy & other Commodities for futures & derivatives markets.
The company has also ventured into the spot markets, as an extension of
its exchange focus. Apart from the sustained efforts to enhance the
company's technology capabilities in the capital & commodities markets,
the company also has ventured into the infrastructure services vertical
which is expected to substantially benefit the company in its various
exchange and allied initiatives.
FIXED DEPOSITS:
During the year under review, your Company has not accepted any deposit
under Section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975.
CONSOLIDATED ACCOUNTS:
In accordance with the requirements of Accounting Standards AS-21,
prescribed by the Institute of Chartered Accountants of India, the
consolidated accounts and cash flow are annexed to this report.
Pursuant to the provision of section 212 of the Companies Act, 1956,
the Ministry of Corporate affairs vide its General Circular no. 2/2011
dated February 8th, 2011 has granted a general exemption subject to
certain conditions to holding Companies from complying with the
provision of Section 212 of the Act which required the attaching of the
Balance Sheet and profit and Loss Account and other documents of its
subsidiary Companies to its Balance Sheet. Accordingly, the said
documents are not being included in this Annual Report.
The Company will make available at any point of time the said annual
accounts and related detailed information of the subsidiary companies
upon request by any member of the Company or its subsidiary companies
and the same will also be kept open for inspection by any member at the
Head Office of the Company and the subsidiary companies.
DIRECTORS:
In term of provision of section 255 and 256 of the Companies Act, 1956,
read with the Articles of Association of the Company, Madhukar Nath
Chaturvedi Director of the Company retires by rotation and being
eligible, offers himself for re- appointment in the ensuing Annual
General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors' confirm the Directors' Responsibility Statement
pursuant to Section 217 (2AA) of the Companies Act, 1956, as under
that:
- in preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any ;
- 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, 2012 and profit for the year ended on
that date;
- 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;
- the Directors have prepared the accounts for the financial year ended
31st March, 2012 on a 'going concern' basis.
CORPORATE GOVERNANCE:
It has always been the Company's endeavour to excel through better
Corporate Governance and fair and transparent practices, many of which
have already been in place even before they were mandated by the law.
The Company complies with all the provisions of revised Clause 49 of
the Listing Agreement. A separate report on Corporate Governance
compliance is included as a part of the Annual Report along with the
reports on Management Discussion and Analysis. The certificate from the
Auditors of the Company regarding compliance of the conditions of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with stock exchanges is annexed to this report.
AUDITORS:
M/s. Gadgil & Co., Chartered Accountants, the Auditors of the Company
would retire at the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment.
The Company has received letters from them to the effect that their re-
appointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such re- appointment within the meaning of Section 226
of the said Act.
AUDITORS' REPORT:
The observations made by the Auditors in their report are
self-explanatory. The notes on accounts referred to in the Auditors'
Report are self-explanatory and therefore do not call for any further
comments
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of Foreign Exchange Earnings and Outgo are detailed in Note
No. 22 forming a part of the Accounts.
PARTICULARS OF EMPLOYEES:
Particulars of the employees as required under section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of the
Employees)Rules, 1975 are not applicable since, none of the employee of
the Company is drawing more than Rs. 60,00,000 p.a. or Rs. 5,00,000 p.m.
for the part of the year.
SECRETARIAL AUDIT REPORT
As directed by Securities and Exchange Board of India (SEBI)
secretarial audit is being carried out at the specified periodicity by
M/s. SG and Associates, the Secretarial Auditors of the Company.
The Secretarial Audit Report confirms that the Company has complied
with all applicable provisions of the Companies Act, 1956, Securities
Contracts (Regulation) Act, 1956, Depositories Act, 1996, The Foreign
Exchange Management Act, 1999, and all the Regulations and Guidelines
of SEBI as applicable to the Company , including The Securities and
Exchange Board of India Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, The Securities and Exchange Board of
India (Prohibition of Insider Trading ) Regulations, 1992 , and Listing
Agreement with the Stock Exchange.
CONSERVATION OF ENERGY:
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of board of Directors) Rules,
1988 are provided in this report.
The activities of your company require minimal energy consumption and
every endeavor has been made to ensure the optimal use of energy, avoid
wastage and conserve energy as far as possible.
LISTING:
The Company 's shares continues to remain listed with Bombay Stock
Exchange Limited (BSE), Mumbai, where the shares is actively traded and
records healthy volume on daily basis The Company has paid the Annual
Listing Fees to the Stock Exchange for the year 2012-2013.
DEMATERIALIZATION OF SHARES:
The shares of the Company are admitted with National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) and also listed with the Bombay Stock Exchange Limited.
Accordingly the Shares of your Company are available for
dematerialization and can be traded in Demat mode.
ACKNOWLEDGMENTS:
Your Directors take this opportunity to thank all the shareholders of
the Company, the Bankers, Registrars and Transfer Agents, Auditors,
Customers, Vendors and executives of the respective agencies, for their
continued support during the year.
Your Directors place on record their appreciation of all the employees
and consultants of the Company for their untiring personal efforts as
well as their collective contribution to the Company's performance
during the year.
Date: 30th August, 2012 By Order of the Board of Directors
Place: Navi Mumbai sd/-
Ketan Sheth
Chairman & Managing Director
Mar 31, 2011
Dear Members,
The Directors hereby present the 11th Annual Report of your company
along with the consolidated Profit and Loss Account for the year ended
on 31st March, 2011 and the Balance Sheet as on that date and Auditors'
Report thereon.
Financial Highlight
Particulars Financial Year ended Financial Year ended
31st March 2011 31st March 2010
(Rs. In Lacs) (Rs. In Lacs)
Consolidated Standalone Consolidated Standalone
Income from operations 976.24 953.02 680.66 671.73
Other income 245.71 245.70 86.73 867.25
Total Income 1221.95 1198.73 767.39 758.45
Less : Operating Expenses 340.27 323.80 251.84 244.64
Operating Profit 881.67 874.93 515.54 513.81
Less : Financial Expenses 0.45 0.38 0.44 0.41
Less: Depreciation 93.60 93.60 122.69 122.69
Less Misc. Expenses Written
off - - 2.10 -
Profit Before Tax 787.62 780.94 390.30 390.71
Provision for Current Tax - - 0.18 -
Deferred Tax [Credit] /
Expense 57.06 57.06 - -
Income Tax (Interest on TDS) 0.01 0.01 0.20 0.02
Income Tax (Earlier Years] - - 0.88 0.88
Provision/Earlier Year
Expenses W/off - - (24.91) (29.31)
Prior Period Income (Loss] - - (0.11) (0.11)
Foreign Exchange Gain/
Loss/Provision 443.78 443.78 - -
Provision for Diminution
in Investment - - (3108.14) -
Transfer to General Reserve - - - (3108.14)
Proflt/(Loss) after tax 286.77 280.09 3521.96 3526.97
Appropriations
Proposed Dividend 155.10 155.10 - -
Provision for dividend
Distribution Tax 25.76 25.76 - -
Less Balance brought forward
from previous year (1848.23) (774.23) (5370.20) (4301.20)
Balance carried to
Balance Sheet (1742.34) (675.01) (1848.23) (774.23)
Operating Results and Profits:
During the financial year 2010-11, your Company earned total revenue
ofRs.. 1221.95 lacs compared with Rs..767.39 lacs during the previous
financial year 2009-10. The Operating Profit for the financial year
ended on 31st March, 2011 stood at Rs.. 881.67 lacs as against
Rs..515.54 Lacs in the previous year.
The Company incurred net profit of Rs..286.77 lacs in the current year
as against profit of Rs..3521.96 lacs in the previous year.
Dividend:
Your directors have decided to reward the Shareholders by proposing a
token Dividend to commemorate the launching of the National level
"Universal Commodity Exchange Ltd." (UCX). Subject to the members
approval, the dividend of 5% i.e. X. 0.10 per equity share to be
appropriated for the financial year 2010-11
Business Outlook:
IT People (India) Limited has successfully capitalized and transformed
itself from being a mere solution and service provider in the
Information Technology domain to the holding entity of various
exchanges which would operate at a national level.
With a clear focus on exchange business and technology, IT People has
efficiently harnessed its decades of exposure in the IT space, the
domain expertise developed and acquired by it through its various
approach plans for inorganic growth. The company has successfully
developed a state-of-the-art exchange solution suite addressing
commodity and capital markets in the country.
IT People continues to invest in the research and development of
cutting edge IT products for its various exchange initiatives. The
in-house technology bandwidth and the domain expertise are critical
success factors for the various exchange initiatives undertaken by the
company.
IT People has successfully promoted Universal Commodity Exchange Ltd
(UCX) which would be a national level multi-commodity exchange covering
Agri, Bullion & Metals, Energy and others. Other shareholders in UCX
include IDBI Bank Limited and Indian Farmers Fertiliser Cooperative
(IFFCO), etc. Apart from UCX, the company has also extended its reach
to the spot markets through its spot exchange initiative: Indian
Bullion Spot Exchange (IBSX). IBSX would is the first of its kind
initiative addressing the bullion spot markets in the country. Apart
from the above, the company has also ventured into the infrastructure
services vertical which is expected to substantially benefit the
company in its various exchange and allied initiatives.
Listing:
The Equity Shares of the Company are listed on Bombay Stock Exchange
Limited, Mumbai. The Company has paid the Annual Listing Fees to the
Stock Exchange for the year 2011- 2012.The Company had initiated the
application process for listing at Premier Institute National Stock
Exchange (NSE] to enhance credibility of IT People (India ] Limited.
Your Company is expected to get the approval from NSE. The Company has
also listed its shares at Luxemburg Stock exchange for the purpose of
GDR issued in May, 2009.
Director's Responsibility Statement:
Your Directors confirm the Directors' Responsibility Statement pursuant
to Section 217 (2AA) of the Companies Act, 1956, as under that:
In preparation of the accounts for the financial year ended 31st March,
2011, the applicable accounting standards have been followed along with
proper explanation relating to material departures;
The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 of the
Company for the year under review;
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;
The Directors have prepared the accounts for the financial year ended
31st March, 2011 on a 'going concern' basis.
Cash Flow Statement:
The cash flow statement for the year 2010-2011 is attached to the
Balance Sheet.
Corporate Governance Report and Management discussion and Analysis
Statement
Corporate Governance Report and Management discussion and Analysis
statement are attached to this report
Directors:
i. Mr. M.N. Chaturvedi was appointed as an Additional Director of the
Company pursuant to section 260 of the Companies Act, 1956 with effect
from 1st February, 2011. He would hold office of directorship up to the
date of ensuing Annual General
Meeting and is eligible for appointment as Director.
ii. Mr. Suhas Ganpule resigned from the directorship with effect from
11* September 2010.
iii. Mr. Ranjit Prabhu resigned from the directorship with effect from
1st February 2011.
In accordance with the provisions of the Companies Act, 1956, read with
the Articles of Association of the Company, Mr. Kishore Hegde retires
by rotation and being eligible, offers himself for re-appointment in
the ensuing Annual General Meeting.
Subsidiary Companies and Consolidated Financial Statements
The Company has 6 subsidiaries as herewith stated in Corporate
Governance Report.
There has been no material change in the nature of the business of the
subsidiaries.
As required under the Listing Agreements with the Stock Exchanges, a
Consolidated Financial Statement of the Company and all its
subsidiaries is attached. The Consolidated Financial Statements have
been prepared in accordance with the relevant Accounting Standards as
prescribed under Section 211(3C) of the Companies Act, 1956 ("Act").
These financial statements disclose the assets, liabilities, income,
expenses and other details of the Company, its subsidiaries and
associate companies.
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated February 8,2011 has granted
general exemption from attaching the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies with the
Balance Sheet of the Company. A statement containing brief financial
details of the Company's subsidiaries for the financial year ended
March 31,2011 is included in the Annual Report. The annual accounts of
these subsidiaries and the related detailed information will be made
available to any member of the Company/its subsidiaries seeking such
information at any point of time and are also available for inspection
by any member of the Company/its subsidiaries at the registered office
of the Company. The annual accounts of the said subsidiaries will also
be available for inspection, as above, at the head offices/registered
offices of the respective subsidiary companies.
The Company shall furnish a copy of details of annual accounts of
subsidiaries to any member on demand.
Dematerialization of Shares:
The shares of the Company are admitted with National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) and are also listed with the Bombay Stock exchange Limited.
Accordingly the Shares of your Company are available for
dematerialization and can be traded in Demat mode.
Fixed Deposits:
The Company has not accepted any Fixed Deposits under Section 58A of
the Companies Act, 1956 during the year under review.
Employee Relations:
Employee relations during the year at all levels of the organization
were satisfactory. The Board wishes to place on record its sincere
appreciation for the devoted efforts put in by all the company's
employees for achieving good results under challenging conditions.
Particulars of Employees:
Information as required by the provisions of Section 217 (2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended forms part of this report has not been given as
Company has no employees drawing salary more than the specified limit.
Auditors/ Auditors' Report:
M/s. Gadgil & Co., Chartered Accountants, the Auditors of the Company
would retire at the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment.
The observations made by the Auditors in their report are
self-explanatory. The notes on accounts referred to in the Auditors'
Report are self-explanatory and therefore do not call for any further
comments.
Conservation of Energy:
The activities of your company require minimal energy consumption and
every endeavor has been made to ensure the optimal use of energy, avoid
wastage and conserve energy as far as possible.
Foreign Exchange Earnings and Outgo:
The details of Foreign Exchange Earnings and Outgo are detailed in
Schedule 14 to the Notes forming a part of the Accounts.
Corporate Governance:
The Company is taking adequate steps to ensure that the entire
mandatory provisions of Corporate Governance, as prescribed under the
listing agreement of the Stock Exchange, are complied with.
Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchange in India forms part of the
Annual Report.
A certificate from SG & Associates, Practicing Company Secretaries,
confirming compliance of conditions of Corporate Governance as
stipulated under the aforesaid clause 49 is annexed to this Report.
Management Discussion & Analysis:
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the listing Agreement with Stock Exchange
in India, is presented in a separate section forming part of this
Annual Report.
Acknowledgments:
Your Directors take this opportunity to thank all the shareholders of
the Company, the Bankers, Registrars and Transfer Agents, Auditors,
Customers, Vendors and executives of the respective agencies, for their
continued support during the year.
Your Directors place on record their appreciation of all the employees
and consultants of the Company for their untiring personal efforts as
well as their collective contribution to the Company's performance
during the year.
Date: 2nd September, 2011 By order of the Board of Directors
Place: Mumbai For IT People (India) Ltd.
sd/-
Registered Office: Ketan Sheth
IT People (India) Limited Chairman & Managing Director
3A Udyog Nagar, S V Road,
Goregaon West, Mumbai-400062
Mar 31, 2010
The Directors hereby present the Tenth Annual Report of your company
along with the consolidated Profit and Loss Account for the year ended
on 31st March, 2010 and the Balance Sheet as on that date and Auditors
Report thereon.
Financial Highlights
The highlights of your companys consolidated financial results for the
period ended March 31, 2010 are as follows:
Financial Financial
Year Ended Year Ended
Particulars 31st March 2010 31st March 2009
(Rs. in Lacs) (Rs.. in Lacs)
Income from Operations 680.67 926.30
Other Income 86.73 90.87
Total Income 767.39 1017.18
Less : Operating Expenses 251.84 750.72
Operating Profit 515.55 266.46
Less: Financial Expenses 0.44 15.36
Less: Depreciation 122.69 1189.44
Misc. Expenses Written off 87.76
"Profit Before Tax 392.41 (1026.10)
Provision For Fringe Benefit Tax - 1.17
Add: Deferred Tax credit - (13.30)
1. Income Tax (Interest on TDS) O20 034
Income Tax (Earlier Years) 0.89 3.13
Provision / Earlier Year Expenses W/off (24.91) (13.68)
Prior Period Income (Loss) (0.11) 4.46
Provision for Diminution in Investment - 3108.14
Value Profty(Loss) after Tax 3524.08 (4656.88)
Profit/ (Loss) brought forward from (5370.21) (713.33)
previous year
Balance carried to Balance Sheet (1846.13) (5370.21)
Operating Results and Profits:
During the financial year 2009-10, your Company earned total revenue of
Rs. 767.39 lakhs compared with Rs.1017.18 lakhs during the previous
financial year 2008-09. The Operating Profit for the financial year
ended on 31st March, 2010 stood at Rs. 515.55 lakhs as against Rs.
266.46 Lakhs in the previous year, which has been increased by 93.49%
over corresponding figures of the previous year. The Company incurred
net profit of Rs. 3524.08 lakhs in the current year as against loss of
Rs.4656.88 lakhs in the previous year. There was significant decline in
the Income due to overall recession faced on global level.
Taking into consideration the present market conditions which is yet to
recover from the impact of recent recession and to conserve the
resources for future expansion of business, your Directors do not
recommend any divided on equity shares for the financial year under
review.
Business Outlook:
IT People (India) Limited is a Company with a clear focus on exchange
business which ranges from futures & derivatives market to spot
markets. The company also promotes Software Products and Solutions to
Capital and Commodities Markets and IT consulting services and
solutions to companies worldwide. The Software Products include
Products, Solutions and Services division for the Financial and Capital
Markets addressing Stock and Commodities Exchanges and Financial
Services in India and overseas.
The company has made significant progress in the development and
research of cutting edge IT products with a focus on Exchange solutions
for the Commodities & Capital Market. In-house technology bandwidth in
the development and research areas are critical success factors in the
exchange space. The deep domain technology expertise of the company in
the Exchange space for the Capital, Commodities & Currency Markets,
would play crucial roles in the success of the various exchange
initiatives undertaken by IT People.
The company has ventured into exchange space through its proposed
national level commodity exchange initiative: Universal Commodity
Exchange Limited (UCX). UCX is a new initiative in the field of
commodity exchange business in the country. UCX would be a full fledged
commodity Exchange for Agro, Bullion, Energy & other Commodities for
futures & derivatives markets.
As a part of its exchange initiatives, the company intends to launch
state-of-the-art, Online - SPOT - trading platform for Gold & Silver:
Indian Bullion Spot Exchange Limiteds (IBSX). Apart from the sustained
efforts to enhance the companys technology capabilities in the capital
& commodities markets, the company also has ventured into the
infrastructure services vertical which is expected to substantially
benefit the company in its various exchange and allied initiatives.
Listing:
The Equity Shares of the Company are listed on Bombay Stock Exchange
Limited, Mumbai. The Company has paid the Annual Listing Fees to the
Stock Exchange for the year 2009-2010.The Company had initiated the
application process for listing at Premier Institute of National Stock
Exchange (NSE) to enhance credibility of IT People (India ) Limited.
Your Company is expected to get the approval from NSE shortly
as the process is in its final stage. The Company has also listed its
shares at Luxemburg Stock exchange for the purpose of GDR issued in
May, 2009.
Directors Responsibility Statement:
Your Directors confirm the Directors Responsibility Statement pursuant
to Section 217 (2AA) of the Companies Act, 1956, as under that:
- In preparation of the accounts for the financial year ended 31s
March, 2010, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
- The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 of the
Company for the year under review;
- 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;
- The Directors have prepared the accounts for the financial year ended
31st March, 2010 on a going concern basis.
Cash Flow Statement:
The cash flow statement for the year 2009 - 2010 is attached to the
Balance Sheet.
Directors:
Mr. Ranjit Prabhu was appointed as an Additional Director of the
Company pursuant to section 260 of the Companies Act, 1956 with effect
from 15th May, 2010. Mr. Ranjit Prabhu would hold office of
directorship up to the date of ensuing Annual General Meeting and is
eligible for appointment as Director.
In accordance with the provisions of the Companies Act, 1956, read with
the Articles of Association of the Company, Mr. Kishore Hegde retires
by rotation and being eligible, offers himself for re-appointment in
the ensuing Annual General Meeting.
Dematerialization of Shares:
The shares of the Company are admitted with National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL). New shares issued by the Company pursuant to Scheme of
Amalgamation and issue of GDR are also admitted with National
Securities Depository Limited (NSDL) and Central Depository Services
Limited (CDSL) and are also listed with the Bombay Stock exchange
Limited. Accordingly the Shares of your Company are available for
dematerialization and can be traded in Demat mode.
Fixed Deposits:
The Company has not accepted any Fixed Deposits under Section 58A of
the Companies Act, 1956 during the year under review.
Employee Relations:
Employee relations during the year at all levels of the organization
were satisfactory. The Board wishes to place on record its sincere
appreciation for the devoted efforts put in by all the companys
employees for achieving good results under challenging conditions.
Particulars of Employees:
Information as required by the provisions of Section 217 (2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended forms part of this report has not been given as
Company has no employees drawing salary more than the specified limit.
Auditors/ Auditors Report:
M/s. Gadgil & Co., Chartered Accountants, the Auditors of the Company
would retire at the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment.
The observations made by the Auditors in their report are
self-explanatory. The notes on accounts referred to in the Auditors
Report are self-explanatory and therefore do not call for any further
comments.
Conservation of Energy:
The activities of your company require minimal energy consumption and
every endeavor has been made to ensure the optimal use of energy, avoid
wastage and conserve energy as far as possible.
Foreign Exchange Earnings and Outgo:
The details of Foreign Exchange Earnings and Outgo are detailed in
Schedule 14 - Notes forming a part of the Accounts.
Corporate Governance:
The Company is taking adequate steps to ensure that the entire
mandatory provisions of Corporate Governance, as prescribed under the
listing agreement of the Stock Exchange, are complied with.
Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchange in India forms part of the
Annual Report.
A certificate from the Practicing Company Secretaries,. Mrs. Sweta
Poddar, confirming compliance of conditions of Corporate Governance as
stipulated under the aforesaid clause 49 is annexed to this Report.
Management Discussion & Analysis:
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the listing Agreement with Stock Exchange
in India, is presented in a separate section forming part of this
Annual Report.
Acknowledgments:
Your Directors take this opportunity to thank all the shareholders of
the Company, the Bankers, Registrars and Transfer Agents, Auditors,
Customers, Vendors and executives of the respective agencies, for their
continued support during the year.
Your Directors place on record their appreciation of all the employees
and consultants of the Company for their untiring personal efforts as
well as their collective contribution to the Companys performance
during the year inspite of the prevailing market conditions.
By order of the Board of Directors
Ketan Sheth
Chairman & Managing Director
Date: 28th August, 2010
Place: Mumbai
Mar 31, 2009
The Directors have pleasure in presenting the Ninth Annual Report of
your company along with the consolidated Profit and Loss Account for
the year ended on 31st March, 2009 and the Balance Sheet as on that
date and Auditors Report thereon.
Financial Highlights
The highlights of your companys consolidated financial results for the
period ended March 31, 2009 are as follows:
(Rs. in Lakhs)
Particulars Financial Year Financial Year
ended March 31,
2009 Ended March
31, 2008
Consolidated Consolidated
Income from Operations 926.30 2,431.02
Other Income 90.87 165.97
Total Income 1,017.18 2,596.99
Less : Operating Expenses 750.72 1,858.68
Operating Profit 266.46 738.32
Less: Financial Expenses 15.36 97.51
Less: Depreciation 1,189.44 1,073.61
Misc. Expenses Written off 87.76 1.04
Profit Before Tax (1,026.10) (433.85)
Provision For Fringe Benefit Tax 1.17 1.99
Add: Deferred Tax credit (13.30). 0.00
Income Tax (Interest on TDS) 0.34 0.00
Income Tax (Earlier Years) 3.13 0.00
Provision / Earlier Year
Expenses W/off (13.68) 77.04
FPO Expenses W/off . 0.00 204.91
Prior Period Income (Loss) 4.46 4.46
Provision for doubtful Advances 0.00 0.00
Provision for Diminution in
Investment Value 3,108.14 0.00
Profit/(Loss) after Tax (4,656.88) (713.33)
Profit/ (Loss) brought
forward from previous year (713.33) 0
Balance carried to Balance Sheet (5,370.21) (713.33)
The consolidated financial results for the current year include the
business performance of IT People (India) Ltd. & Orient Information
Technology Ltd. consequent to the Scheme of Amalgamation.
Operating Results and Profits:
During the financial year 2008-09, your Company earned total revenue of
Rs. 1017.18. lakhs compared with Rs. 2596.99 lakhs during the
previous financial year 2007-08,. Operating Profit for the financial
year ended 31st March, 2009 stood at Rs. 266.46 lakhs as against Rs.
738.32 lakhs in the previous year, which has been reduced by 177.08 %
over corresponding figures of the previous year. The Company incurred
net loss of Rs. 4656.88 lakhs in the current year as against Rs. 713.33
lakhs in the previous year. There was a significant decline in the
Income due to overall recession faced on global level.
Dividend:
Taking into consideration the present market conditions and recession,
to conserve the resources for future expansion of business, your
Directors do not recommend any divided on equity shares for the
financial year under review.
Business Outlook
The Company provides Solutions and IT Consulting services and has
introduced various innovative service extensions for its reputed global
clients with a focus on key technologies and by offering Extended
Delivery Centers along with conventional Onsite & Off-site Consulting
services.
Scheme of Amalgamation and Merger
The Scheme of Arrangement between Orient Information Technology Limited
(OITL) and IT People (India) Limited (ITPL) received final Court order on
December 3, 2008 and the same was approved by the Board of Directors at
its meeting held on December 5, 2008. The Court order was duly filed with
Registrar of Companies and other regulatory authorities. The Shareholders
of the Orient Information Technology Limited (OITL) were issued shares of
IT People (India) Limited in the exchange ratio as per the Scheme of
Amalgamation.
Global Depository Receipts (GDRs)
Your Directors had proposed to raise funds by way of issuance of Global
Depository Receipts, ( GDR) and same was approved by special resolution
by the Shareholders at their Meeting held on 12th November 2007. The
Company had kept the same GDR on hold taking into consideration the
prevailing market conditions. Further in the year 2009 Company needed the
funds for various expansion and strategic activities of the Company and
issued 1,906,790 GDR at the rate of 5.24$ per GDR. The Company issued 50
underlying Equity Shares for each GDR. Company is planning to invest
the resources so raised , subject to compliance with and as permitted
under, applicable laws and regulations for payment of current
acquisition of Market Place Technologies Private Limited, for taking up
new product initiatives, invest in Exchange Business, General Corporate
Expenses and long term capital expenses.
Listing
The Equity Shares of the Company are listed on Bombay Stock Exchange
Limited, Mumbai. The Company has paid the Annual Listing Fees to the
Stock Exchange for the year 2009-2010.The Company had initiated the
application process for listing at Premier Institute of National Stock
Exchange (NSE) to enhance credibility of IT People (India ) Limited.
Your Company is expected to get the approval from NSE shortly as the
process is in its final stage. IT People (India) Limited is expected to
be listed at the NSE in the short period of time.
Directors Responsibility Statement
Your directors confirm the Directors Responsibility Statement pursuant
to Section 217 (2AA) of the Companies Act, 1956, as under that::
i. In preparation of the accounts for the financial year ended 31st
March, 2009, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 of
the Company for the year under review;
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;
iv. The Directors have prepared the accounts for the financial year
ended 31st March, 2009 on a going concern basis.
Cash Flow Statement
The cash flow statement for the year 2008 - 2009 is attached to the
Balance Sheet. Directors:
Mr. Hemant Sonawala, Non executive director, resigned from directorship
w.e.f. 31st October, 2008. Mr. Adi Cooper Vice president and wndie time
director wYiose term o employment expired on October 10, 2008 do not
offer himself for reappointment. Your Directors wish to place on record
their appreciation for the valuable service and guidance given by, Mr.
Adi Cooper and Mr. Hemant Sonawala during the tenure of their
Directorship with the Company. Dematerialization of Shares
me snares or me company are admitted with National Securities
Depository Limited (fi/SOL) and Central Depository Services Limited
(CDSL). New shares issued by the Company pursuant to Scheme of
Amalgamation and issue of GDR are also admitted with National
Securities Depository Limited (NSDL) and Central Depository Services
Limited (CDSL) and are also listed with the Bombay Stock exchange
Limited. Accordingly the Shares of your Company are available for
dematerialization and can be traded in Demat mode.
Fixed Deposits
The Company has not accepted any Fixed Deposits under Section 58A of
the Companies Act, 1956 during the year under review.
Employee Relations
Employee relations during the year at all levels of the organization
were satisfactory. The Board wishes to place on record its sincere
appreciation for the devoted efforts put in by all the companys
employees for achieving good results under challenging conditions. The
permanent employees strength as on March 31, 2009 was 38.
Particulars of Employees
Information as required by the provisions of Section 217 (2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, the name and other particulars of the
employees drawing remuneration of Rs. 24 lacs per annum or Rs. 2 lacs
per month as the case may be is set out in the Annexure I to the
Directors Report.
Auditors/Auditors Report
M/s. Gadgil & Co., Chartered Accountants, the Auditors of the company
would retire at the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment.
The observations made by the Auditors in their report are
self-explanatory. The Management of the Company is taking appropriate
steps to resolve the same at the earliest.
The notes on accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further, comments.
Conservation of Energy
The activities of your company require minimal energy consumption and
every endeavor has been made to ensure the optimal use of energy, avoid
wastage and conserve energy as far as possible.
Foreign Exchange Earnings and Outgo
The details of Foreign Exchange Earnings and Outgo are detailed in
Schedule 16 - Notes forming a part of the Accounts.
Corporate Governance
The Company is taking adequate steps to ensure that the entire
mandatory provisions of Corporate Governance, as prescribed under the
listing agreement of the Stock Exchange, are complied with
Report on Corporate Governance as stipulated Under clause 49 of the
Listing Agreement with the Stock Excnarig in india forms part of the
Annual Report.
A certtfieate from the Practicing Company Secretaries, Mrs. Sweta
Poddar, confirming compliance of conditions of Corporate Governance as
stipulated under the aforesaid clause 49, is annexed to this Report.
Management Discussion & Analysis
Management (discussion and Analysis Report for the year under review,
as stipulated under clause. 49 of the listing-Agreement with Stock
Exchange in India, is presented in a separate section forming part of
this Annual Report.
Acknowledgments
Your directors take this opportunity to thank all the shareholders of
the Company, the Bankers, Registrars and Transfer Agents, Auditors,
Customers, Vendors and executives of the respective agencies, for their
continued support during the year.
Your Directorsplace on record their appreciation of all the employees
and consultants of the company for their untiring personal efforts as
well as their collective contribution to the Companys performance
during the year Inspite of the prevailing market conditions
For and on behalf of the Board
Ketan Sheth
(Chairman & Managing Director)
Place: Mumbai
Date:-1st August, 2009
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