Directors Report of ERP Soft Systems Ltd.
Mar 31, 2016
To the Members,
The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts (including consolidated financial statements) for the year ended 31st March, 2016.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
The performance during the period ended 31st March, 2016 has been as under:
(Rs. in lakhs)
|
Particulars |
Standalone |
|
|
2015-2016 |
2014-2015 |
|
|
Total Income |
79.88 |
70.25 |
|
Total Expenditure |
62.07 |
49.97 |
|
Profit Before Tax |
17.80 |
20.28 |
|
Provision for Tax |
6.82 |
6.35 |
|
Profit after Tax |
10.99 |
13.93 |
|
Balance Carried to Balance Sheet |
10.99 |
13.93 |
(Rs. in lakhs)
|
Particulars |
Consolidated |
|
|
2015-2016 |
2014-2015 |
|
|
Total Income |
2638.14 |
1476.75 |
|
Total Expenditure |
2518.85 |
1414.44 |
|
Profit Before Tax |
119.28 |
62.30 |
|
Provision for Tax |
18.17 |
19.35 |
|
Profit after Tax |
101.11 |
42.95 |
|
Balance Carried to Balance Sheet |
101.11 |
42.95 |
2. DISCLOSURE UNDER SECTION 134(3)(I) OF THE COMPANIES ACT,2013:
There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board''s Report. (i.e. 12/08/2016)
Registrar and Transfer Agent of the Company has been changed from M/s Cameo Corporate Services Limited, Chennai to M/s Aarthi Consultants Private Limited, Hyderabad.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Board''s Report there was no change in the nature of Business.
4. PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.
5. TRANSFER TO RESERVES:
Directors have decided not to transfer any amount to reserves for the year.
6. DIVIDEND:
Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.
7. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review
8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.
9. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The details of transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in detail somewhere else in the report (if applicable) and forms part of this Report.
11. BOARD MEETINGS DURING THE YEAR:
The Board of Directors duly met 5 (five) times on 30.05.2015,
12.08.2015, 28.08.2015, 12.11.2015 and 12.02.2016 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
12. CORPORATE GOVERNANCE:
Corporate Governance is not applicable to the company since the paid up capital and networth of the company is less than Rs.10.00 crores and Rs.25.00 crores respectively. However, the company voluntarily provides a separate section in the Annual Report titled âReport on Corporate Governanceâ along with the Auditors'' Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
13. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual Report - Annexure I
14. RETIREMENTS AND RESIGNATIONS:
During the year no director has resigned from the Company. Mrs. K. Parvathi Reddy retires by rotation and being eligible offers herself for reappointment. Further, Mrs. K. Parvathi Reddy, Mrs D. Kowsalyamma,
Mrs.D. Sarojanamma and Mr. K. Radhakrishna Reddy are being reappointed as Managing Director and Wholetime Directors respectively of the Company. Your Board recommend their appointment.
15. DIRECTORS/CEO/CFO AND KEY MANANGERIAL PERSONNEL:
During the year, there is no change in the Board of the Company.
16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. P.V Srinivasa Rao and Mrs. R. Kamala Mohan Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.-Annexure-II
17. DIRECTOR''S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis; and
e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:
100% Subsidiary company, Libertycom LLC in USA is focusing on ERP, Business Intelligence/ Analytics projects and staffing.
In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC1 is provided at Annexure-III. In accordance with third proviso to Section 136(1) of the Companies Act,
2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company at www.erpsoft.com
Further, audited financial statements together with related information and other reports of each of the subsidiary companies, have also been placed on the website of the Company at www.erpsoft.com.
19. STATUTORY AUDITORS:
M/s. Vijayaraghavan and Associates, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness for reappointment. Your directors propose the appointment of M/s. Vijayaraghavan and Associates, Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.
The Board recommends the re-appointment of M/s. Vijayaraghavan and Associates, Chartered Accountants as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.
20. INTERNAL AUDITORS:
M/s Ashok Golechha & Co., Chartered Accountants, are the internal Auditors of the Company
21. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.
22. AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2016 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges that may occur in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and does not have any qualifications, reservations or adverse remarks.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the company does not have the net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores or more, a net profit of Rs. 5 Crores or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
24. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the following policies which are available on Company''s website i.e. www.erpsoft.com
- Board Diversity Policy
- Policy on preservation of Documents
- Risk Management Policy
- Whistle Blower Policy
- Familiarization programme for Independent Directors
- Anti Sexual Harrassment Policy
- Related Party Policy
- Code of Conduct
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:
A. Conservation of Energy:
Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D) : NIL
2. Technology absorption, adoption and innovation : NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings : $48,600 Foreign Exchange Outgo : NIL
26. INSURANCE:
The properties and assets of your Company are adequately insured.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given loans or Guarantees during the year under review.
28. CREDIT & GUARANTEE FACILITIES:
The Company has not been availing any Credit and Guarantee Facilities.
29. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to the Company.
30. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, no remuneration is being paid to any of the Directors of the Company.
31. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
32. CEO/ CFO CERTIFICATION:
The Managing Director and CEO/ CFO certification of the financial statements for the year 2015-16 is provided elsewhere in this Annual Report.
33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
34. SECRETARIAL STANDARDS:
The company is in compliance with SS 1 & SS 2.
35. EVENT BASED DISCLOSURES:
During the year under review, the Company has not taken up any of the following activities:
1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules,
2014.
2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.
3. Issue of shares under employee''s stock option scheme: The
Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules,
2014
4. Non- Exercising of voting rights : During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.
6. Buy back shares: The Company did not buy-back any shares during the period under review.
7. Disclosure about revision: Since the company did not undergo any revision, this clause is Not Applicable to the company for the period under review.
8. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.
36. EMPLOYEE RELATIONS AND REMUNERATION:
Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.
37. DISCLOSURE UNDER THE ANTI-SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed during the calendar year.
No. of complaints received : Nil
No. of complaints disposed off : Nil
38. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions, other statutory authorities like SEBI, ROC, Stock Exchanges, NSDL, CDSL, etc and shareholders of the Company for their continued support for the growth of the Company.
For and on Behalf of the Board ERP Soft Systems Limited
Sd/- Sd/-
K. Parvathi Reddy D. Sarojanamma
Place: Chennai Managing Director Director
Date: 12.08.2016 (DIN: 00827258) (DIN: 05208974)
Mar 31, 2015
The Directors have pleasure in presenting before you the Annual Report
of the Company together with the Audited Statements of Accounts for the
year ended 31st March, 2015.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:
(Rs. in lakhs)
Standalone
Particulars
2014-2015 2013-2014
Gross Income 70.25 56.46
Profit Before Interest and Depreciation 21.88 20.84
Finance Charges 0 0
Gross Profit 21.88 20.84
Provision for Depreciation 1.60 1.66
Net Profit Before Tax 20.28 19.18
Provision for Tax 6.35 6.64
Net Profit After Tax 13.93 12.53
(Rs. in lakhs)
Consolidated
Particulars
2014-2015 2013-2014
Gross Income 1476.75 2898.08
Profit Before Interest and Depreciation 63.98 137.03
Finance Charges 0 0
Gross Profit 63.98 137.03
Provision for Depreciation 1.68 3.91
Net Profit Before Tax 62.30 133.12
Provision for Tax 19.35 41.64
Net Profit After Tax 42.95 91.48
The Company has recorded a turnover of Rs. 71.19 Lakhs and a Profit of
Rs. 13.93 Lakhs in the current year against the turnover of Rs. 72.32
Lakhs and a Profit of Rs. 12.53 Lakhs in the previous financial year
ending 31.03.2014.
On consolidated basis company recorded a turnover of Rs. 1476.75 Lakhs
and a Profit of Rs. 42.95 Lakhs in the current year against the
turnover of Rs. 2898.08 Lakhs and a Profit of Rs. 91.48 Lakhs in the
previous financial year ending 31.03.2014.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting financial
position of the company between 31st March and the date of Board's
Report.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Board's Report there was
no change in the nature of Business.
4. DIVIDEND:
No dividend is proposed to be declared for the year.
5. BOARD MEETINGS:
The Board of Directors met 4 times during the year on 29.05.2014,
13.08.2014, 13.11.2014, 12.02.2015 in respect of which meetings, proper
notices were given and the proceedings were properly recorded and
signed in the minute's book maintained for the purpose.
6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
In accordance with the Companies Act, 2013 read with Articles of
Association of the company the Director namely Mrs. D. Sarojanamma
retires by rotation and being eligible, offers herself for
re-appointment at this ensuring Annual General Meeting. Your Directors
recommend her re-appointment.
During the period under review Mr. K. Radhakrishna Reddy was appointed
as a CFO of the Company w.e.f. 13.08.2014 and Ms. P. Shivaleela Reddy
was appointed as the Company Secretary of the Company w.e.f.
13.08.2014. The appointment of CFO & the Company Secretary was approved
by the board of directors in their meeting held on 13.08.2014.
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'
INDEPENDENCE
1. Scope:
This policy sets out the guiding principles for the Nomination &
Remuneration Committee for identifying persons who are qualified to
become Directors and to determine the independence of Directors, in
case of their appointment as independent Directors of the Company.
2. Terms and References:
2.1 "Director" means a director appointed to the Board of a Company.
2.2 "Nomination and Remuneration Committee means the committee
constituted in accordance with the provisions of Section 178 of the
Companies Act, 2013 and clause 49 of the Equity Listing Agreement.
2.3 "Independent Director" means a director referred to in sub-section
(6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of
the Equity Listing Agreement.
3. Policy:
Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee, and the Board, shall
review on annual basis, appropriate skills, knowledge and experience
required of the Board as a whole and its individual members. The
objective is to have a board with diverse background and experience
that are relevant for the Company's operations.
3.1.2 In evaluating the suitability of individual Board member the
Nomination & Remuneration Committee may take into account factors, such
as:
- General understanding of the company's business dynamics, global
business and social perspective;
- Educational and professional background
- Standing in the profession;
- Personal and professional ethics, integrity and values;
- Willingness to devote sufficient time and energy in carrying out
their duties and responsibilities effectively.
3.1.3 The proposed appointee shall also fulfill the following
requirements:
- shall possess a Director Identification Number;
- shall not b disqualified under the companies Act, 2013;
- shall Endeavour to attend all Board Meeting and Wherever he is
appointed as a Committee Member, the Committee Meeting;
- shall abide by the code of Conduct established by the company for
Directors and senior Management personnel;
- shall disclose his concern or interest in any company or companies or
bodies corporate, firms, or other association of individuals including
his shareholding at the first meeting of the Board in every financial
year and thereafter whenever there is a change in the disclosures
already made;
- Such other requirements as amy be prescribed, from time to time,
under the companies Act, 2013, Equity listing Agreements and other
relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each
individual with the objective of having a group that best enables the
success of the company's business.
3.2 criteria of independence
3.2.1 The Nomination & Remuneration Committee shall assess the
independence of Directors at time of appointment/ re-appointment and
the Board shall assess the same annually. The Board shall re- assess
determinations of independence when any new interest or relationships
are disclosed by a Director.
3.2.2 The criteria of independence, as laid down in companies Act, 2013
and Clause 49 of the Equity Listing Agreement, is as below:
An independent director in relation to a company, means a director
other than a managing director or a whole-time director or a nominee
director- a. Who, in the opinion of the Board, is a person of
integrity and possesses relevant expertise and experience;
b. (i) who is or was not a promoters of the company or its holding,
subsidiary or associate company;
(ii) Who is not related to promoters or directors the company its
holding, subsidiary or associate company
c. Who has or had no pecuniary relationship with the company, its
holding, subsidiary or associate company, or their promoters, or
director, during the two immediately preceding financial year or during
the current financial year;
d. None of whose relative has or had pecuniary relationship or
transaction with the company, its holding, subsidiary or associate
company, or their promoters, or directors, amounting to two per cent or
more of its gross turnover or total income or fifty lakh rupees or such
higher amount as may be prescribed, whichever is lower, during the two
immediately preceding financial year or during the current finance
year;
e. Who, neither himself nor any of his relative- (i) Holds or has held
the position of a key managerial personnel or is or has been employee
of the or associate company in any of the three finance years
immediately preceding the finance year in which he is proposed to be
appointed;
(ii) Is or has been an employee or proprietor or a partner, in any of
the three finance year immediately preceding the finance year in which
he is proposed to be appointed of- (A) a firm of auditors or company
secretaries in practice or cost auditors of the company or its holding,
subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with
the company, its holding subsidiary or associate company amounting to
ten per cent or more of the gross turnover of more of the gross
turnover of such firm;
(iii) holds together with his relatives two per cent or more of the
total voting power of the company; or
(iv) is a chief Executive or director, by whatever name called, of any
non- profit organization that receives twenty-five per cent or more of
its receipt from the company any of its promoters , directors or its
holding subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; or
(v) is a material supplier, service provider or customer or a lessor or
lessee of the company.
f. Shall possess appropriate skills experience and knowledge in one or
more field of finance , law management, sales, marketing
administration, research, corporate governance, technical operations,
corporate social responsibility or this disciplines related to the
company's business.
g. Shall possess such other qualifications as may be prescribed from
time to time, under the companies Act,2013.
h. Who is not less than 21 years of age
3.2.3 The independent Director shall abide by the "code for independent
Directors "as specified in Schedule IV to the companies A ct, 2013.
3.3 other directorships/ committee memberships
3.3.1 The Board members are expected to have adequate time and
expertise and experience to contribute to effective Board performance
Accordingly, members should voluntarily limit their directorships in
other listed public limited companies in such a way that it does not
interfere with their role as director of the company. The NR Committee
shall take into account the nature of , and the time involved in a
director service on other Boards, in evaluating the suitability of the
individual Director and making its recommendations to the Board.
3.3.2 A Director shall not serve as director in more than 20 companies
of which not more than 10 shall be public limited companies.
3.3.3 A Director shall not serve as independent Director in more than 7
listed companies and not more than 3 listed companies in case he is
serving as a whole-time Director in any listed company.
3.3.4 A Director shall not be a member in more than 10 committee or act
chairman of more than 5 committee across all companies in which he
holds directorships.
For the purpose of considering the limit of the committee, Audit
committee and stakeholder's relationship committee of all public
limited companies, whether listed or not, shall be included and all
other companies including private limited companies, foreign companies
and companies under section 8 of the companies Act, 2013 shall be
excluded.
Remuneration policy for Directors, key managerial personnel and other
employees
1. Scope:
1.1 This policy sets out the guiding principles for the Nomination and
Remuneration committee for recommending to the Board the remuneration
of the directors, key managerial personnel and other employees of the
company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 "Director" means a directors appointed to the Board of the company.
2.2 "key managerial personnel" means
(i) The Chief Executive Office or the managing director or the manager;
(ii) The company secretary;
(iii) The whole-time director;
(iv) The chief finance Office; and
(v) Such other office as may be prescribed under the companies Act,
2013
2.3 "Nomination and Remuneration committee" means the committee
constituted by Board in accordance with the provisions of section 178
of the companies Act,2013 and clause 49 of the Equity Listing
Agreement.
3. Policy:
3.1 Remuneration to Executive Director and key managerial personnel
3.1.1 The Board on the recommendation of the Nomination and
Remuneration (NR) committee shall review and approve the remuneration
payable to the Executive Director of the company within the overall
approved by the shareholders.
3.1.2 The Board on the recommendation of the Nomination & Remuneration
(NR) committee shall also review and approve the remuneration payable
to the key managerial personnel of the company.
3.1.3 The remuneration structure to the Executive Director and key
managerial personnel shall include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retrial benefits
(vi) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall be
reviewed by the Nomination & Remuneration (NR) committee and Annual
performance Bonus will be approved by the committee based on the
achievement against the Annual plan and Objectives.
3.2 Remuneration to Non  Executive Directors
3.2.1 The Board, on the recommendation of the Nomination & Remuneration
(NR) Committee, shall review and approve the remuneration payable to
the Non  Executive Directors of the Company within the overall limits
approved by the shareholders as per the provisions of Companies Act,
2013.
3.2.2 Non  Executive Directors shall be entitled to sitting fees
attending the meetings of the Board and the Committees thereof. The
Non- Executive Directors shall also be entitled to profit related
commission in addition to the sitting fees.
3.3. Remuneration to other employees
3.3.1. Employees shall be assigned grades according to their
qualifications and work experience, competencies as well as their roles
and responsibilities in the organization. Individual remuneration shall
be determined within the appropriate grade and shall be based on
various factors such as job profile skill sets, seniority, experience
and prevailing remuneration levels for equivalent jobs.
7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL
BASIS
The Company has received necessary declaration from Mr. P.V. Srinivasa
Rao and Ms. R. Kamala Mohan the Independent Directors of the Company,
under Section 149(7) of the Companies Act, 2013 that the Independent
Directors of the Company meet with the criteria of their Independence
laid down in Section 149(6).( Annexure II)
8. COMPOSITION OF COMMITTEES
AUDIT COMMITTEE AT THE MEETINGS:
i) The Audit Committee of the Company is constituted in line with the
provisions of Clause 49 of the Listing Agreements with the Stock
Exchanges read with Section 177 of the Companies Act, 2013.
ii) The terms of reference of the Audit Committee include a review of;
- Overview of the Company's financial reporting process and disclosure
of its financial information to ensure that the financial statements
reflect a true and fair position and that sufficient and credible
information is disclosed.
- Recommending the appointment and removal of external auditors,
fixation of audit fee and also approval for payment for any other
services.
- Discussion with external auditors before the audit commences, of the
nature and scope of audit as well as post-audit discussion to ascertain
any area of concern.
- Reviewing the financial statements and draft audit report including
quarterly / half yearly financial information.
- Reviewing with management the annual financial statements before
submission to the Board, focusing on:
1. Any changes in accounting policies and practices;
2. Qualification in draft audit report;
3. Significant adjustments arising out of audit;
4. The going concern concept;
5. Compliance with accounting standards;
6. Compliance with stock exchange and legal requirements concerning
financial statements;
7. Any related party transactions
- Reviewing the company's financial and risk management's policies.
- Disclosure of contingent liabilities.
- Reviewing with management, external and internal auditors, the
adequacy of internal control systems.
- Reviewing the adequacy of internal audit function, including the
audit character, the structure of the internal audit department,
approval of the audit plan and its execution, staffing and seniority of
the official heading the department, reporting structure, coverage and
frequency of internal audit.
- Discussion with internal auditors of any significant findings and
follow-up thereon.
- Reviewing the findings of any internal investigations by the internal
auditors into the matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material
nature and reporting the matter to the Board.
- Looking into the reasons for substantial defaults in payments to the
depositors, debenture holders, shareholders (in case of non- payment of
declared dividends) and creditors.
- Reviewing compliances as regards the Company's Whistle Blower Policy.
i ii) The previous Annual General Meeting of the Company was held on
30th September, 2014 and Mr. P.V. Srinivasa Rao, Chairman of the Audit
Committee, attended previous AGM.
iv) The composition, meetings and the attendance during the year of the
Audit Committee is given below:
The Company has complied with all the requirements of Clause 49 (II)
(A) of the Listing Agreement relating to the composition of the Audit
Committee. During the financial year 2014-2015, (4) four meetings of
the Audit Committee were held on the 29.05.2014, 13.08.2014, 13.11.2014
and 12.02.2015.
The details of the composition of the Committee at the meetings are
given below:
Name Designation Category
Mr. P.V. Srinivasa Rao Chairman NED (I)
Mrs. R. Kamala Mohan Member NED (I)
Mr. K. Radhakrishna Reddy Member NED (P)
NED (I): Non Executive Independent Director
ED (P) : Executive Director Promoter
The necessary quorum was present at all the meetings.
NOMINATION AND REMUNERATION COMMITTEE:
The details of the composition of the Committee at the meetings are
given below:
Name Designation Category
Mr. P.V. Srinivasa Rao Chairman NED (I)
Mrs. R. Kamala Mohan Member NED (I)
*Mrs. D. Kowsalyamma Member NED (P)
NED (I): Non Executive Independent Director
ED (P) : Executive Director Promoter
*Appointed w.e.f. 09.07.2015
Terms of reference:
The main term of reference of the Committee is to approve the
fixation/revision of remuneration of the Directors of the Company and
while approving:
- To take into account the financial position of the Company, trend in
the industry, appointee's qualification, experience, past performance,
past remuneration etc.
- To bring out objectivity in determining the remuneration package
while striking a balance between the interest of the Company and the
Shareholders.
- Remuneration Policy:
The objectives of the remuneration policy are to motivate Directors to
excel in their performance, recognize their contribution and retain
talent in the organization and reward merit.
The remuneration levels are governed by industry pattern,
qualifications and experience of the Directors, responsibilities
shouldered, individual performance etc.
No remuneration was paid to Non-Executive Directors of the Company for
the financial year 2014-15. The details of remuneration paid to the
Executive Director for the financial year 2014-15 are given below:
Name of the Designation Salary Commission Perquisites Retirement
Director (Rs in (Rs in (Rs in Benefits
Lakhs) Lakhs) Lakhs) (Rs in
Lakhs)
Ms. K.
Parvathi Managing Nil Nil Nil Nil
Reddy Director
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Name Designation Category
Mrs. R. Kamala Mohan Chairman NED (I)
Mr. P.V. Srinivasa Rao Member NED (I)
Mr. K. Radhakrishna Reddy Member NED (P)
NED (I): Non Executive Independent Director
ED (P) : Executive Director Promoter
Powers:
The Committee has been delegated with the following powers:
- To redress shareholder and investor complaints relating to transfer
of shares, Dematerialization of Shares, non-receipt of balance sheet,
non-receipt of declared dividend etc.
- to approve, transfer, transmission, and issue of duplicate / fresh
share certificate(s)
- Consolidate and sub-division of share certificates etc.
- To redress, approve and dispose off any, other complaints,
transactions and requests etc., received from any shareholder of the
company and investor in general.
The Board has delegated the power to process the transfer and
transmission of shares to the Registrar and Share Transfer Agents, who
process share transfers within a week of lodgment in the case of shares
held in physical form.
The Board has designated Mrs. R. Kamala Mohan as the Compliance
Officer. The Company has designated an exclusive e-mail ID called
[email protected] for redressal of shareholders'
complaints/grievances.
RISK MANAGEMENT COMMITTEE
A.) Composition:
The Details of composition of the Committee are given below:
Name Designation Category
Mrs. R. Kamala Mohan Chairman NED (I)
Mrs. D. Sorajanamma Member NED (I)
*Mrs. D. Kowsalyamma Member NED (P)
NED (I) : Non Executive Independent Director
NED (NI) : Non Executive Non-Independent
*Appointed w.e.f. 09.07.2015 Role and Responsibilities of the Committee
includes the following:
- Framing of Risk Management Plan and Policy
- Overseeing implementation of Risk Management Plan and Policy
- Monitoring of Risk Management Plan and Policy
- Validating the process of risk management
- Validating the procedure for Risk minimization.
- Periodically reviewing and evaluating the Risk Management Policy and
practices with respect to risk assessment and risk management
processes.
- Continually obtaining reasonable assurance from management that al
known and emerging risks have been identified and mitigated or managed.
9. VIGIL MECHANISM:
Vigil Mechanism Policy has been established by the Company for
directors and employees to report genuine concerns pursuant to the
provisions of section 177(9) & (10) of the Companies Act, 2013. The
same has been placed on the website of the Company.
10. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
11. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to
statutory compliance with regard to the affairs of the Company in all
respects.
12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
100% Subsidiary company, Liberty.com LLC in USA is focusing on ERP,
Business Intelligence/ Analytics projects and staffing.
13. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report
( ANNEXURE I)
14. AUDITORS:
The Auditors, M/s Vijayaraghavan and Associates, Chartered Accountants,
Chennai, retire at the ensuing Annual General Meeting and, being
eligible; offer themselves for reappointment for a period of one year
from the conclusion of this Annual General Meeting [AGM] till the
conclusion of next AGM.
15. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the
Companies Act, 2013, Secretarial audit report as provided by M/s. S. S.
Reddy & Associates, Practicing Company Secretaries is annexed to this
Report as annexure.
16. QUALIFICATIONS IN AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the
Accounts for the year ended March 31, 2015 and has noted that the same
does not have any reservation, qualification or adverse remarks.
However, the Board decided to further strengthen the existing system
and procedures to meet all kinds of challenges and growth in the market
expected in view of the robust capital market in the coming years.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the
Compliances according to the provisions of Section 204 of the Companies
Act 2013, and the same does not have any reservation, qualifications or
adverse remarks.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy:
Your Company's operations are not energy intensive. Adequate measures
have been taken to conserve energy wherever possible by using energy
efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D) : NIL
2. Technology absorption, adoption and innovation : NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings : $ 16,111
Foreign Exchange Outgo : NIL
18. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
Your Company has not accepted any deposits falling within the meaning
of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v)
of Companies (Accounts) Rules 2014, during the financial year under
review.
19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS:
During the period under review there were no significant and material
orders passed by the regulators or Courts or Tribunals impacting the
going concern status and the company's operations in future.
20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control
across its various locations, commensurate with its size and
operations. The organization is adequately staffed with qualified and
experienced personnel for implementing and monitoring the internal
control environment. The internal audit function is adequately
resourced commensurate with the operations of the Company and reports
to the Audit Committee of the Board.
21. INSURANCE:
The properties and assets of your Company are adequately insured.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given loans, Guarantees or made any investments
during the year under review.
23. RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management.
Your Company has adopted a procedure for assessment and minimization of
probable risks. It ensures that all the risks are timely defined and
mitigated in accordance with the well structured risk management
process.
24. CORPORATE SOCIAL RESPONSIBILTY POLICY:
Corporate Social Responsibility is not applicable to the Company since
the Net Profit of the Company is less than 5 Crores, the Net worth of
the Company is less than 500 Crores and also the Turnover of the
Company is less than 1000 Crores.
25. RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of
business and on arm's length basis. During the year, the Company had
not entered into any contract/arrangement/transaction with related
parties which could be considered material in accordance with the
policy of the company on materiality of related party transactions
other than providing services to Liberty.com LLC which is company's
Subsidiary in the ordinary course of business.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at www.erpsoft.com. (Annexure III)
26. FORMAL ANNUAL EVALUATION:
As per section 149 of the Companies Act, 2013 read with clause VII (1)
of the schedule IV and rules made thereunder, the independent directors
of the company had a meeting on 23/03/2015 without attendance of non-
independent directors and members of management. In the meeting the
following issues were taken up:
(a) Review of the performance of non-independent directors and the
Board as a whole;
(b) Review of the performance of the Chairperson of the company, taking
into account the views of executive directors and non-executive
directors;
(c) Assessing 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 their
duties.
The meeting also reviewed and evaluated the performance of non-
independent directors. The company has 4 (four) non-independent
directors namely:
1. Ms. K. Parvathi Reddy
2. Mrs. D. Sarojanamma
3. Mrs. D. Kowsalyamma
4. Mr. K. Radhakrishna Reddy
The meeting also reviewed and evaluated the performance the Board as
whole in terms of the following aspects:
- Preparedness for Board/Committee meetings
- Attendance at the Board/Committee meetings
- Guidance on corporate strategy, risk policy, corporate performance
and overseeing acquisitions and disinvestments.
- Monitoring the effectiveness of the company's governance practices
- Ensuring a transparent board nomination process with the diversity of
experience, knowledge, perspective in the Board.
- Ensuring the integrity of the company's accounting and financial
reporting systems, including the independent audit, and that
appropriate systems of control are in place, in particular, systems for
financial and operational control and compliance with the law and
relevant standards.
Ms. K. Parvathi Reddy, Managing Director of the company has performed
exceptionally well by attending board meetings regularly, by taking
active participation in the discussion of the agenda and by providing
required guidance from time to time to the company for its growth etc.
It was noted that the Board Meetings have been conducted with the
issuance of proper notice and circulation of the agenda of the meeting
with the relevant notes thereon.
27. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to the Company.
28. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) &
(3) of the Companies(Appointment & Remuneration) Rules, 2014, no
remuneration is being paid to any of the Directors of the Company.
29. LISTING WITH STOCK EXCHANGES:
The Company is listed with BSE Ltd. and the Company confirms that it
has paid the Annual Listing Fees for the year 2015-2016 where the
Company's Shares are listed.
30. CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION:
Report on Corporate Governance is not applicable to the Company since
the Paid-up Capital of the Company is less than 10 Crores and the Net
worth of the Company is less than 25 Crores.
31. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY NBFC, HOUSING COMPANIES ETC.
Not Applicable.
32. SECRETARIAL STANDARDS
EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the
following activities:
1. Issue of sweat equity share : NA
2. Issue of shares with differential rights : NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by company or giving of
loans by it for purchase of its shares : NA
5. Buy back shares : NA
6. Disclosure about revision : NA
7. Preferential Allotment of Shares : NA
33. EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the
contribution by the staff at all levels in the improved performance of
the Company.
None of the employees is drawing Rs. 5,00,000/- and above per month or
Rs.60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 134 of the Companies Act, 2013
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees are covered under this
policy.
The following is the summary of sexual harassment complaints received
and disposed during the calendar year.
No. of complaints received : Nil
No. of complaints disposed off: Nil
35. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the
contribution made by the employees at all levels, to the continued
growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of
business constituents, banks and other financial institutions and
shareholders of the Company like SEBI, BSE, NSDL, CDSL, ICICI Bank etc.
for their continued support for the growth of the Company.
For and on Behalf of the Board
ERP Soft Systems Limited
Sd/-
K. Parvathi Reddy
Managing Director
Place: Chennai
(DIN: 00827258)
Date : 28.08.2015
Mar 31, 2014
Dear Members,
We have pleasure in presenting the 20th Annual Report with Audited
Statements of Accounts for the year ended 31st March 2014.
FINANCIAL RESULTS:
Stand Alone
(Rupees in million)
Particulars 2013-2014 2012-2013
Income from Operations 5.64 7.38
Expenditure 3.57 3.60
Depreciation 0.16 0.16
Profit/Loss before Tax 1.91 3.62
Provision for Tax 0.65 1.04
Profit/Loss after Tax 1.26 2.58
Consolidated
(Rupees in million)
Particulars 2013-2014 2012-2013
Income from Operations 289.80 336.20
Expenditure 276.10 327.47
Depreciation 0.39 0.16
Profit/Loss before Tax 13.31 8.57
Provision for Tax 4.16 1.04
Profit/Loss after Tax 9.15 7.53
PERFORMANCE REVIEW- CONSOLIDATED:
During the year under review, the Company has recorded an income of Rs.
289.80 million and the profit/(loss) of Rs. 9.15 million as against the
income of Rs. 336.20 million and profit/(loss) of Rs. 7.53 million in
the previous financial year ending 31.03.2013.
The Company has been continuously working on quality up-gradation and
cost reduction plans for achieving efficient running of the
organisation.
The Company has been continuously working on quality up-gradation and
cost reduction plans for achieving efficient running of the
organisation.
DIVIDEND:
No dividend is proposed to be declared for the year.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning
of Sec.58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, during the financial year under review.
LISTING:
The equity shares of your company are listed on BSE Limited and Madras
Stock Exchange.
CAPITAL OF THE COMPANY:
The Authorised Share Capital of the Company is Rs. 45,000,000/- divided
into 45,00,000 equity shares of 10/- each, Paid up share capital is Rs.
39,600,000/- divided in to 39,60,000 equity shares of Rs. 10/- each.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of your
Company and its business is given in the Management Discussion and
Analysis, which forms part of this Report.
DIRECTORS:
In accordance with the Companies Act, 2013 read with Articles of
Association of the company the Director namely Mrs. D. Sarojanamma
retires by rotation and being eligible, offers herself for
re-appointment at this ensuring Annual General Meeting. Your Directors
recommend his re-appointment.
Pursuant to the notification of Sec. 149 and other applicable
provisions of Companies Act, 2013, your Directors are seeking
appointment of Ms. R. Kamala Mohan and Mr. P.V. Srinivasa Rao and as
Independent Directors. Details of the proposal for
appointments/re-appointments of Directors are mentioned in the Notice
of 20th Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000
your directors confirm:
i) that the directors in the preparation of the annual accounts the
applicable accounting standards have been followed along with proper
explanations relating to material departures.
ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year.
iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safe guarding the assets of the company and
for preventing and deleting fraud and other irregularities.
iv) that the directors had prepared the annual accounts on the going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUT GO :
The required information as per Sec. 217 (1) (e) of the Companies Act
1956 is provided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures
have been taken to conserve energy wherever possible by using energy
efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D) : NIL
2. Technology absorption, adoption and innovation : NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL
PARTICULARS OF EMPLOYEES:
There is no employee who is falling under section 217 (2A). Therefore,
the disclosures required to be made under section 217 (2A) of the
Companies Act, 1956 and the rules made there under are not applicable.
SUBSIDIARY COMPANY:
100% Subsidiary company, Libertycom LLC in USA is focusing on ERP,
Business Intelligence/ Analytics projects and staffing.
CODE OF CONDUCT:
The Code has been circulated to all the members of the Board and Senior
Management and the compliance of the same has been affirmed by them. A
declaration signed by the Managing Director is given in Annexure.
AUDITORS:
Your directors propose the appointment of M/s. Vijayaraghavan and
Associates, Charted Accountants as statutory auditors to hold office
from the conclusion of this Annual General Meeting till the conclusion
of the next Annual General Meeting of the company.
CORPORATE GOVERNANCE:
For and on Behalf of the Board
As a listed company, necessary measures have been taken to comply with
the listing agreements of Stock Exchanges. A report on Corporate
Governance, along with a certificate of compliance from the Auditors
forms part of this Report as Annexure.
Sd/-
K. Parvathi
PACCeNOheLEDGEMENTS: Managing Director
Date: 13.08.2014 (DIN: 00827258)
Mar 31, 2013
Dear Shareholders,
The Directors take great pleasure in presenting their report on the
business and operations of your Company along with the Annual Report
and audited financial statements for the period April 01, 2012 to March
31, 2013.
FINANCIAL PERFORMANCE
Key aspects of your Company''s financial performance for the year
2012-13 are tabulated below:
(In Rupees)
Consolidated Parent
2012 - 2013 2011 - 2012 2012- 2013 2011 -2012
Sales and other income 336,206,172 45,202,584 7,383,673 4,477,729
Profit before tax 8,571,206 7,787,653 3,612,847 1,204,116
Provision for tax 1,192,000 149,504 1,192,000 149,504
Deferred Tax (472) (22,253) (472) (22,253)
Income Tax Previous Year 149,508 600,000 149,504 600,000
Profit for the year 7,529,186 8,260,402 2,570,827 1,676,865
Accumulated losses carried
forward 0 0 0 0
Appropriations : 0 0 0 0
Interim Dividend 0 0 0 0
Proposed dividend 0 0 0 0
Transfer to reserves 7,529,186 8,260,402 2,570,827 1,676,865
SUBSIDIARY COMPANIES
100% Subsidiary company, Libertycom LLC in USA is focusing on ERP,
Business Intelligence/ Analytics projects and staffing. The financial
statements of the subsidiary are enclosed at the end of this annual
report.
CONSOLIDATED RESULTS
Our Consolidated Sales for the current year have increased by
Rs.285,921,281/- and profit for the same period have decreased to
Rs.731,216/-.
CORPORATE GOVERNANCE
Corporate Governance will continue to be Board''s responsibility.
The Code of Ethics and Business Conduct of the Company is based
fundamental principles:
Report on Corporate Governance, along with a certificate of Statutory
Auditors of the Company, is annexed herewith.
A certificate from the Managing Director and CFO of the Company
confirming internal controls and checks pertaining to financial
statements for the period April 01, 2012 to 31 March, 2013 was placed
before the Board of Directors and the Board has noted the same.
A list of the committees of the Board and names of their members is
given below. The scope of each of these committees and other related
information is detailed in the enclosed Corporate Governance Report.
a) Composition of the Audit Committee along with the Independent status
1) Mr. Pavan Srinivas, ACS Chairman, Audit Committee- Independent
Director Non-Executive Professional Company Secretary
2) Mrs. R. Kamala Mohan, Member, Audit Committee Independent Director
Non-Executive
b) Composition of the Shareholders / Investors Grievance Committee
1) Mrs. R. Kamala Mohan,
Chairman, Investors Grievance Committee
Independent Director
Non-Executive
2) Mr. Pavan Srinivas, ACS
Member, Investors Grievance Committee
Independent Director
Non-Executive
Professional Company Secretary
HUMAN RESOURCES
Employees are the key assets of the Company/ ERP SOFT has established
process for selecting quality resources and engages them in the
projects in USA and India.
EMPLOYEE STOCK OPTION PLANS
No employee was issued Stock Option, during the year. .
FOREIGN EXCHANGE EARNINGS AND OUTGOINGS
During the year our Company earned foreign exchange inflow of Rs.224.39
Lacs and the outgoings in foreign exchange were Nil.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars as prescribed under sub-section (1)(e) of Section 217
of the Companies Act, 1956 read with Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988, the
relevant data pertaining to conservation of energy and technology
absorption are furnished hereunder:
CONSERVATION OF ENERGY
The operations of the Company are not energy-intensive. The Company,
however, takes measures to reduce and optimize energy consumption by
using energy efficient computers etc. Further, offices have been
designed to maximize the use of ambient lighting while conserving the
air conditioning. The expense on power in relation to income is nominal
and under control.
TECHNOLOGY ABSORPTION
Since businesses, process and technologies are changing constantly,
investment in research and development activities is of great
importance. Your Company lays a great importance on knowledge
management and has a process for absorption of new technologies. Your
Company continued its focus on quality up-gradation of the software
development process and software product enhancements.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on Company''s performance
, industry trends and other material changes with respect to the
Company and its subsidiaries, wherever applicable are presented that
forms part of this annual report.
RE-APPOINTMENT OF STATUTORY AUDITOR
M/s Vijayaraghavan and Associates, the present Statutory Auditors of
the Company, retire at the ensuing Annual General Meeting and have
confirmed their eligibility and willingness to accept office, if re-
appointed.
FIXED DEPOSITS
ERPSOFT has not accepted any fixed deposits. Hence, there is no
outstanding amount as on the Balance Sheet date.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, financial institutions and Central
and State Governments for their consistent support to the Company.
Your Directors also place on record their appreciation for the
excellent contribution made by all employees of ERP Soft Systems
Limited through their commitment, competence, co-operation and
diligence to duty in achieving consistent growth for the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, the Directors
hereby confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
is made from the same;
ii. We have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year and of the profits of the
Company for the period;
iii. We 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. We have prepared the annual accounts on a going concern basis.
PROSPECTS
ERPSOFT focus areas of SAP and Analytics/ Business Intelligence are
growth areas. These areas in the environment of social, cloud and
mobility have a huge upside. ERPSOFT is hiring experienced IT employees
and consultants. SAP HANA and Big Data are niche areas and ERPSOFT is
taking small initiatives to test the business potential.
Disclosure of Particulars of employees forming part of directors report
pursuant to Section 217(2A) of the Companies Act, 1956 and the
companies (Particulars of Employees) Rules, 1975
During the year no employee, had drawn salary in excess of the amounts
prescribed under section 217(2A) of the Companies Act, 1956.
Disclosures of particulars in compliance with Clause 12 of the
Securities and Exchange Board of India (Employee Stock Option Scheme)
and (Employee Stock Purchase Scheme) Guidelines, 1999
No employee was issued Stock Option, during the year equal to or
exceeding 1% of the issued capital of the Company.
For and on behalf of the Board of Directors,
Sd/-
K. Parvathi
Managing Director.
Chennai, May 30, 2013.
Mar 31, 2012
Dear Shareholders,
The Directors presents their report on the business and operations of
your Company along with the Annual Report and audited financial
statements for the period April 01, 2011 to March 31, 2012.
ERPSOFT regrets to inform that the company suffered immense loss in the
passing away of its founder promoter Mr. Duvvuru Srinivasulu Reddy. Mr
Reddy passed away on 11.11.2011.
FINANCIAL PERFORMANCE
Key aspects of your Company's financial performance for the year
2011-12 are tabulated below:
(In Rupees)
Consolidated Parent
2011-2012 2010-2011 2011-2012 2010-2011
Sales and other
income 4,52,02,584 3,27,45,841 44,77,729 46,76,496
Profit before tax 77,87,653 44,48,265 12,04,116 18,68,678
Provision for tax (1,49,504) (6,00,000) (1,49,504) (6,00,000)
Deferred Tax 22,253 55,136 22,253 55.136
Income Tax
Previous Year (6,00,000) 0 6,00,000 0
Profit for the year 82,60,402 39,03,401 16,76,865 13,23,814
Accumulated losses
carried forward 0 0 0 0
Appropriations : 0 0 0 0
Interim Dividend 0 0 0 0
Proposed dividend 0 0 0 0
Transfer to reserves 82,60,402 39,03,401 16,76,865 13,23,814
SUBSIDIARY COMPANIES
100% Subsidiary company, Libertycom LLC in USA. is focusing on ERP,
Business Intelligence, BPO and IT consulting services. The financial
statements of the subsidiary are enclosed at the end of this annual
report.
CONSOLIDATED RESULTS
Our Consolidated Sales for the current year have increased by
Rs.1,25,16,303/- and profit for the same period have increased to
Rs.43,57,001/-.
CORPORATE GOVERNANCE
Corporate Governance will continue to be Board's responsibility.
The Code of Ethics and Business Conduct of the Company is based on the
following fundamental principles:
1) Lay solid foundations for management
2) Structure the Board to add value
3) Promote ethical and responsible decision-making
4) Safeguard integrity in financial reporting
5) Make timely and balanced disclosures
6) Recognize and manage business risks
7) Respect the rights of the shareholders
8) Encourage enhanced performance
9) Remunerate fairly and responsibly
10) Recognize the legitimate interest of the stakeholders
11) Legal and Statutory compliance
As in the past year separate committees for Audit, Protection of
Member's interest are constituted. A separate report on Corporate
Governance, along with a certificate of Statutory Auditors of the
Company, is annexed herewith.
A certificate from the Managing Director and CFO of the Company
confirming internal controls and checks pertaining to financial
statements for the period April 01, 2011 to 31 March, 2012 was placed
before the Board of Directors and the Board has noted the same.
A list of the committees of the Board and names of their members is
given below. The scope of each of these committees and other related
information is detailed in the enclosed Corporate Governance Report.
a) Composition of the Audit Committee along with the Independent status
1) Mr. PavanSrinivas, ACS
Chairman, Audit Committee-
Independent Director
Non-Executive
Professional Company Secretary
2) Mrs. R. Kamala Mohan,
Member, Audit Committee
Independent Director
Non-Executive
3) Mr. Sivkumar Reddy Duvvuru, FCA, CPA
Member, Audit Committee
Executive
Non-Independent Director
Certified from Institute of Chartered Accountants of India
Certified from American Institute of Certified Public Accountants
Certified from Information Systems Audit & Control Association (ISACA)
b) Composition of the Shareholders / Investors Grievance Committee
1) Mrs. R. Kamala Mohan,
Chairman, Investors Grievance Committee
Independent Director
Non-Executive
2) Mr. PavanSrinivas, ACS
Member, Investors Grievance Committee
Independent Director
Non-Executive
Professional Company Secretary
HUMAN RESOURCES
Employees are the key assets of the Company and the Company has created
a healthy and productive work environment which encourages excellence.
Your Company continuously invests in training staff in the latest
technology trends and in various sub-verticals within the financial
services domain. The Knowledge Process Outsourcing business of the
Company is in an investment mode.
EMPLOYEE STOCK OPTION PLANS
No employee was issued Stock Option, during the year equal to or
exceeding 1% of the issued capital of the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGOINGS
During the year our Company earned foreign exchange inflow of
Rs.34.57Lacs and the outgoings in foreign exchange were Nil.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars as prescribed under sub-section (1)(e) of Section 217
of the Companies Act, 1956 read with Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988, the
relevant data pertaining to conservation of energy and technology
absorption are furnished hereunder:
CONSERVATION OF ENERGY
The operations of the Company are not energy-intensive. The Company,
however, takes measures to reduce and optimize energy consumption by
using energy efficient computers etc. Further, offices have been
designed to maximize the use of ambient lighting while conserving the
air conditioning. The expense on power in relation to income is nominal
and under control.
TECHNOLOGY ABSORPTION
Since businesses, process and technologies are changing constantly,
investment in research and development activities is of great
importance. Your Company lays a great importance on knowledge
management and has a process for absorption of new technologies. Your
Company continued its focus on quality up-gradation of the software
development process and software product enhancements.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on Company's performance
, industry trends and other material changes with respect to the
Company and its subsidiaries, wherever applicable are presented that
forms part of this annual report.
RE-APPOINTMENT OF STATUTORY AUDITOR
M/s Vijayaraghavan and Associates, the present Statutory Auditors of
the Company, retire at the ensuing Annual General Meeting and have
confirmed their eligibility and willingness to accept office, if re-
appointed.
FIXED DEPOSITS
We have not accepted any fixed deposits. Hence, there is no outstanding
amount as on the Balance Sheet date.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers,
shareholders, vendors, bankers for their consistent support to the
Company.
Your Directors also place on record their appreciation for the
excellent contribution made by all stakeholders of ERPSOFT through
their commitment, competence, co-operation and diligence to duty in
achieving consistent growth for the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, the Directors
hereby confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
is made from the same;
ii. We have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year and of the profits of the
Company for the period;
iii. We 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. We have prepared the annual accounts on a going concern basis.
PROSPECTS
ERPSOFT is focusing on Governance, Risk and Compliance (GRC) solutions
of SAP.There is substantial potential in this niche area. ERPSOFT will
partner with companies that have proven capabilities to execute
projects and attract customers. .
Disclosure of Particulars of employees forming part of directors report
pursuant to Section 217(2A) of the Companies Act, 1956 and the
companies (Particulars of Employees) Rules, 1975
During the year no employee, had drawn salary in excess of the amounts
prescribed under section 217(2A) of the Companies Act, 1956.
Disclosures of particulars in compliance with Clause 12 of the
Securities and Exchange Board of India (Employee Stock Option Scheme)
and (Employee Stock Purchase Scheme) Guidelines, 1999
No employee was issued Stock Option, during the year equal to or
exceeding 1% of the issued capital of the Company.
For and on behalf of the Board of Directors,
Sd/-
K. Parvathi
Managing Director.
Chennai, September 03, 2012.
Mar 31, 2011
Dear Shareholders,
The Directors take great pleasure in presenting their report on the
business and operations of your Company along with the Annual Report
and audited financial statements for the period April 01, 2010 to March
31, 2011.
FINANCIAL PERFORMANCE
Key aspects of your Company's financial performance for the year
2010-11 are tabulated below:
(In Rupees)
Consolidated Parent
2010 Ã 2011 2009 - 2010 2010- 2011 2009 -2010
Sales and
other income 3,27,45,841 3,02,57,159 46,76,496 52,83,566
Profit before
tax 44,48,265 47,06,368 18,68,678 26,93,935
Provision for tax 5,44,864 3,79,570 5,44,864 3,79,570
Profit for the
year 39,03,401 43,26,798 13,23,814 23,14,365
Accumulated losses
carried forward 0 0 0 0
Appropriations : 0 0 0 0
Interim Dividend 0 0 0 0
Proposed dividend 0 0 0 0
Transfer to reserves 39,03,401 43,26,798 13,23,814 23,14,365
SUBSIDIARY COMPANIES
100% Subsidiary company, Libertycom LLC in USA. It is focusing on ERP,
Business Intelligence, BPO and IT consulting services. The financial
statements of the subsidiary are enclosed at the end of this annual
report.
CONSOLIDATED RESULTS
Our Consolidated Sales for the current year have increased by
Rs.30,59,205/- and profit for the same period have decreased by
Rs.3,48,397/- .
CORPORATE GOVERNANCE
Corporate Governance will continue to be Board's responsibility.
The Code of Ethics and Business Conduct of the Company is based on the
following fundamental principles:
1) Lay solid foundations for management
2) Structure the Board to add value
3) Promote ethical and responsible decision-making
4) Safeguard integrity in financial reporting
5) Make timely and balanced disclosures
6) Recognize and manage business risks
7) Respect the rights of the shareholders
8) Encourage enhanced performance
9) Remunerate fairly and responsibly
10) Recognize the legitimate interest of the stakeholders
11) Legal and Statutory compliance
As in the past year separate committees for Audit, Protection of
Member's interest are constituted. A separate report on Corporate
Governance, along with a certificate of Statutory Auditors of the
Company, is annexed herewith.
A certificate from the Managing Director and CFO of the Company
confirming internal controls and checks pertaining to financial
statements for the period April 01, 2010 to 31 March, 2011 was placed
before the Board of Directors and the Board has noted the same.
A list of the committees of the Board and names of their members is
given below. The scope of each of these committees and other related
information is detailed in the enclosed Corporate Governance Report.
a) Composition of the Audit Committee along with the Independent status
1) Mr. Pavan Srinivas,
ACS Chairman,
Audit Committee- Independent
Director Non-Executive
Professional Company Secretary
2) Mrs. R. Kamala Mohan,
Member, Audit Committee
Independent Director
Non-Executive
3) Mr. Shiva Duvvuru,
FCA, CPA Member,
Audit Committee Executive
Non-Independent Director
Certified from Institute of Chartered Accountants of India
Certified from American Institute of Certified Public Accountants
Certified from Information Systems Audit & Control Association (ISACA)
b) Composition of the Shareholders / Investors Grievance Committee
1) Mrs. R. Kamala Mohan,
Chairman, Investors Grievance Committee
Independent Director
Non-Executive
2) Mr. Pavan Srinivas, ACS
Member, Investors Grievance Committee
Independent Director
Non-Executive
Professional Company Secretary
HUMAN RESOURCES
Employees are the key assets of the Company and the Company has created
a healthy and productive work environment which encourages excellence.
Your Company continuously invests in training staff in the latest
technology trends and in various sub-verticals within the financial
services domain. The Knowledge Process Outsourcing business of the
Company is in an investment mode.
EMPLOYEE STOCK OPTION PLANS
No employee was issued Stock Option, during the year equal to or
exceeding 1% of the issued capital of the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGOINGS
During the year our Company earned foreign exchange inflow of Rs.26.43
Lacs and the outgoings in foreign exchange were Nil.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars as prescribed under sub-section (1)(e) of Section 217
of the Companies Act, 1956 read with Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988, the
relevant data pertaining to conservation of energy and technology
absorption are furnished hereunder:
CONSERVATION OF ENERGY
The operations of the Company are not energy-intensive. The Company,
however, takes measures to reduce and optimize energy consumption by
using energy efficient computers etc. Further, offices have been
designed to maximize the use of ambient lighting while conserving the
air conditioning. The expense on power in relation to income is nominal
and under control.
TECHNOLOGY ABSORPTION
Since businesses, process and technologies are changing constantly,
investment in research and development activities is of great
importance. Your Company lays a great importance on knowledge
management and has a process for absorption of new technologies. Your
Company continued its focus on quality up-gradation of the software
development process and software product enhancements.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on Company's performance
, industry trends and other material changes with respect to the
Company and its subsidiaries, wherever applicable are presented that
forms part of this annual report.
RE-APPOINTMENT OF STATUTORY AUDITOR
M/s Vijayaraghavan and Associates, the present Statutory Auditors of
the Company, retire at the ensuing Annual General Meeting and have
confirmed their eligibility and willingness to accept office, if
re-appointed.
FIXED DEPOSITS
We have not accepted any fixed deposits. Hence, there is no outstanding
amount as on the Balance Sheet date.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, financial institutions and Central
and State Governments for their consistent support to the Company.
Your Directors also place on record their appreciation for the
excellent contribution made by all employees of ERP Soft Systems
Limited through their commitment, competence, co-operation and
diligence to duty in achieving consistent growth for the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, the Directors
hereby confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
is made from the same;
ii. We have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year and of the profits of the
Company for the period;
iii. We 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 We have prepared the annual accounts on a going concern basis.
PROSPECTS
ERP Soft is focusing in IT consulting and IT services. The strategy has
been to bring on board experienced employees and or partners with
decades of experience. The company is confident of substantial growth
in the next three years.
Disclosure of Particulars of employees forming part of directors report
pursuant to Section 217(2A) of the Companies Act, 1956 and the
companies (Particulars of Employees) Rules, 1975
During the year no employee, had drawn salary in excess of the amounts
prescribed under section 217(2A) of the Companies Act, 1956.
Disclosures of particulars in compliance with Clause 12 of the
Securities and Exchange Board of India (Employee Stock Option Scheme)
and (Employee Stock Purchase Scheme) Guidelines, 1999
No employee was issued Stock Option, during the year equal to or
exceeding 1% of the issued capital of the Company.
For and on behalf of the Board of Directors,
Sd/-
K.Parvathi
Managing Director
Chennai, September 02,2011.
Mar 31, 2010
The Directors take great pleasure in presenting their report on the
business and operations of your Co along with the Annual Report and
audited financial statements for the period April 01, 2009 to March 31,
2010
FINANCIAL PERFORMANCE
Key aspects of your Companys financial performance for the year
2008-09 are tabulated below:
(In Rupees)
Consolidated Parent
2009 - 2010 2008 - 2009 2009- 2010 2008 -2009
Sales and other
income 3,02,57,159 2,69,82,655 52,83,566 36,48,203
Profit before tax 47,06,368 33,21,112 26,93,935 15,78,976
Provision for tax 3,79,570 3,48,229 3,79,570 3,48,229
Profit for the year 43,26,798 29,72,883 23,14,365 12,30,747
Accumulated losses
carried forward 0 0 0 0
Appropriations : 0 0 0 0
Interim Dividend 0 0 0 0
Proposed dividend 0 0 0 0
Transfer to reserves 43,26,798 29,72,883 23,14,365 12,30,747
SUBSIDIARY COMPANIES
100% Subsidiary company, Libertycom LLC in USA. It is focusing on ERP,
Business Intelligence, BPO and IT consulting services. The financial
statements of the subsidiary are enclosed at the end of this annual
report.
CONSOLIDATED RESULTS
Our Consolidated Sales for the current year have increased by Rs.
3,274,504/- and profit for the same period have increased by Rs.13,
53,915/-.
CORPORATE GOVERNANCE
Corporate Governance will continue to be Boards responsibility.
The Code of Ethics and Business Conduct of the Company is based on the
following fundamental principles:
1) Lay solid foundations for management
2) Structure the Board to add value
3) Promote ethical and responsible decision-making
4) Safeguard integrity in financial reporting
5) Make timely and balanced disclosures
6) Recognize and manage business risks
7) Respect the rights of the shareholders
8) Encourage enhanced performance
9) Remunerate fairly and responsibly
10) Recognize the legitimate interest of the stakeholders
11) Legal and Statutory compliance
As in the past year separate committees for Audit, Protection of
Members interest are constituted. A separate report on Corporate
Governance, along with a certificate of Statutory Auditors of the
Company, is annexed herewith.
A certificate from the Managing Director and CFO of the Company
confirming internal controls and checks pertaining to financial
statements for the period April 01, 2009 to 31 March, 2010 was placed
before the Board of Directors and the Board has noted the same.
A list of the committees of the Board and names of their members is
given below. The scope of each of these committees and other related
information is detailed in the enclosed Corporate Governance Report.
a) Composition of the Audit Committee along with the Independent status
1) Mr. Pavan Srinivas, ACS
Chairman, Audit Committee-
Independent
Director Non-Executive
Professional Company Secretary
2) Mrs. R. Kamala Mohan,
Member, Audit Committee
Independent Director
Non-Executive
3) Mr. Shiva Duvvuru, FCA, CPA
Member, Audit Committee Executive
Non-Independent Director
Certified from Institute of Chartered Accountants of India
Certified from American Institute of Certified Public
Accountants Certified from Information Systems Audit
& Control Association (ISACA)
b) Composition of the Shareholders / Investors Grievance Committee
1) Mrs. R. Kamala Mohan,
Chairman, Investors Grievance Committee
Independent Director
Non-Executive
2) Mr. Pavan Srinivas, ACS
Member, Investors Grievance Committee
Independent Director
Non-Executive
Professional Company Secretary
HUMAN RESOURCES
Employees are the key assets of the Company and the Company has created
a healthy and productive work environment which encourages excellence.
Your Company continuously invests in training staff in the latest
technology trends and in various sub-verticals within the financial
services domain. The Knowledge Process Outsourcing business of the
Company is in an investment mode.
EMPLOYEE STOCK OPTION PLANS
No employee was issued Stock Option, during the year equal to or
exceeding 1% of the issued capital of the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGOINGS
During the year our Company earned foreign exchange inflow of
Rs.75.17Lacs and the outgoings in foreign exchange were Nil.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars as prescribed under sub-section (1)(e) of Section 217
of the Companies Act, 1956 read with Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988, the
relevant data pertaining to conservation of energy and technology
absorption are furnished hereunder:
CONSERVATION OF ENERGY
The operations of the Company are not energy-intensive. The Company,
however, takes measures to reduce and optimize energy consumption by
using energy efficient computers etc. Further, offices have been
designed to maximize the use of ambient lighting while conserving the
air conditioning. The expense on power in relation to income is nominal
and under control.
TECHNOLOGY ABSORPTION
Since businesses, process and technologies are changing constantly,
investment in research and development activities is of great
importance. Your Company lays a great importance on knowledge
management and has a process for absorption of new technologies. Your
Company continued its focus on quality up-gradation of the software
development process and software product enhancements.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on Companys performance
, industry trends and ot material changes with respect to the Company
and its subsidiaries, wherever applicable are presented t forms part of
this annual report.
RE-APPOINTMENT OF STATUTORY AUDITOR
M/s Vijayaraghavan and Associates, the present Statutory Auditors of
the Company, retire at the ensu Annual General Meeting and have
confirmed their eligibility and willingness to accept office, if
re-appointed.
FIXED DEPOSITS
We have not accepted any fixed deposits. Hence, there is no outstanding
amount as on the Balance Sh date.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, finan institutions and Central and
State Governments for their consistent support to the Company.
Your Directors also place on record their appreciation for the
excellent contribution made by all employees ERP Soft Systems Limited
through their commitment, competence, co-operation and diligence to
duty achieving consistent growth for the Company.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, the Directors
hereby confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
is made from the same;
ii. We have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year and of the profits of the
Company for the period;
iii. We 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 We have prepared the annual accounts on a going concern basis.
PROSPECTS
ERP Soft is focusing in IT consulting and IT services. The strategy has
been to bring on board experienced employees and or partners with
decades of experience. The company is confident of substantial growth
in the next three years.
Disclosure of Particulars of employees forming part of directors report
pursuant to Section 217(2A) of the Companies Act, 1956 and the
companies (Particulars of Employees) Rules, 1975
During the year no employee, had drawn salary in excess of the amounts
prescribed under section 217(2A) of the Companies Act, 1956.
Disclosures of particulars in compliance with Clause 12 of the
Securities and Exchange Board of India (Employee Stock Option Scheme)
and (Employee Stock Purchase Scheme) Guidelines, 1999
No employee was issued Stock Option, during the year equal to or
exceeding 1% of the issued capital of the Company.
For and on behalf of the Board of Directors,
Sd/-
K.Parvathi
Managing Director
Chennai, August 29, 2010.
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