Mar 31, 2017
To the Members,
The are pleased to present the Twenty Fourth Annual Report on our business and operations for the year ended 31st March 2017, of Polaris Consulting & Services Limited (âCompanyâ).
1. Results of Operations
Vide notification dated February 16, 2015, the Ministry of Corporate Affairs notified the Indian Accounting Standards (âInd ASâ) to be applicable to certain class of companies including listed companies, for the accounting periods beginning on or after April 1, 2016, with comparatives to be provided for the period ending on March 31, 2016. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013. The standalone and consolidated financial statements for the financial year ended March 31, 2017 as well as March 31, 2016 forming part of this Annual Report, have been prepared in accordance with Ind AS with a transition date of April 1, 2015.
Explanations capturing areas of differences and reconciliations from Indian GAAP to Ind AS have been provided in the notes to accounts to the standalone and consolidated financial statements.
Rs. in Lakhs
Description |
Standalone |
Consolidated |
||
March 31, 2017 |
March 31, 2016 |
March 31, 2017 |
March 31, 2016 |
|
Income (Including Other Income) |
153,071.12 |
160,815.39 |
210,060.57 |
207,051.47 |
Expenses(Including exceptional items) |
135,006. 52 |
142,810.13 |
184,139.40 |
183,959.37 |
Profit before Interest, Depreciation & Tax (PBIDTA) |
18,064.60 |
18,005.26 |
25,921.17 |
23,092.10 |
Finance Charges |
||||
Depreciation & amortization |
2,227.63 |
2,493.72 |
2,333.00 |
2,643.32 |
Net Profit Before Tax |
15,836.97 |
15,511.54 |
23,588.17 |
20,448.78 |
Provision for tax including Deferred Tax |
5,903.21 |
8,878.06 |
7,381.23 |
10,235.70 |
Net Profit after tax |
9,933.76 |
6,633.48 |
16,206.94 |
10,213.08 |
Add / (Less): Share of Profit / (Loss) on Joint venture |
(62.60) |
(8.19) |
||
Add / (Less): Minority Interest - Share of Loss / (Profit) |
5.32 |
|||
Net Profit |
9,933.76 |
6,633.48 |
16,144.34 |
10,210.21 |
EPS |
||||
Basic Rs. |
9.78 |
6.62 |
15.90 |
10.19 |
Diluted Rs. |
9.71 |
6.54 |
15.79 |
10.07 |
2. Business Performances
The consolidated revenue of the Company from Software Development Services for the year ended March 31, 2017 stood at Rs.207,974.23 lakhs as against the previous yearâs revenue of Rs.205,135.16 lakhs. The consolidated Net Profit for the fiscal year ended March 31, 2017 stood at Rs.16,144.34 lakhs as against the previous yearâs Net Profit of Rs.10,204.89 lakhs.
The stand alone revenue of the Company for the year ended March 31, 2017 stood at Rs.151,097.91 lakhs as against the previous yearâs revenue of Rs.157,638.50 lakhs. The Stand alone Net Profit for the fiscal year ended March 31, 2017 stood at Rs.9,933.76 lakhs as against the previous yearâs Net Profit of Rs.6,633.48 lakhs.
The reserves and surplus as of 31st March 2017 stood at Rs. 70,882.88 lakhs as against Rs.58,572.68 lakhs of the period as of March 31, 2016.
3. Subsidiaries
Details of Subsidiary Companies, Joint Ventures and and their financial position.
Your Company has 14 subsidiary company(ies) for the financial year ended on March 31, 2017 and a Joint Venture company The information as required under the first provision to sub-section (3) of Section 129 is given in Form AOC-1 in Annexure [1].
Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, (âActâ) financial statements of the Company, Consolidated Financial Statements along with the relevant documents and separate audited accounts in respect of the subsidiaries of the Company are available in the website of the Company and the weblink is provided below: www.polarisft.com/investor/ investor.asp.
4. Cash & Cash Equivalents
Your Companyâs liquidity remains healthy with a cash reserve of Rs.537.04 crores. The DSO is at an impressive 81 days.
5. Share Capital
During the year, under ASOP 2003 Scheme the company has allotted 46,500 equity shares of Rs.5/- each to 17 Associates / Directors and under ASOP 2011 Scheme company has allotted 704,630 equity shares of Rs.5/- each to 74 Associates/Directors pursuant to exercise of options granted and under ASOP 2015 Scheme company has allotted 2,750 equity shares of Rs.5/- each to 4 Associates pursuant to exercise of options granted.
As the result of the above allotments paid-up equity share capital of the company was increased from Rs.506,834,370/- comprising of 101,366,874 number of equity shares of Rs.5/- each as on March 31, 2016 to Rs.510,603,770/- comprising of 102,120,754 number of equity shares of Rs.5/- each as on March 31, 2017. The allotted equity shares are listed and traded in the Stock Exchanges.
The information as required under the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, and also the information required under the Guidance note of ICAI, in relation to ESOPs are set out in the Annexure 2 to the Directorsâ Report.
During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.
6. Research and Development Expenses
The details of Research and Development Expenses are as under:
Rs. in Lakhs
Expenditure on R&D |
Standalone |
Consolidated |
||
FY 2017 |
FY 2016 |
FY 2017 |
FY 2016 |
|
Capital |
277.41 |
- |
277.41 |
- |
Recurring |
- |
125.00 |
583.94 |
291.00 |
Total |
277.41 |
125.00 |
861.34 |
291.00 |
Capital:
Fintech Lab is an investment made in developing reusable assets in the new and emerging technology areas in Banking Technology, like Blockchain, Machine Learning & Cognitive Science, API Exchange, Process automation etc. that will be used by the company to demonstrate its capabilities around these niche areas in Banking space.
Recurring:
Cost of employees worked in customer projects in UK as part of Fintech lab solely for the purpose of process improvement and to bring in efficiency in the process.
7. Dividend
Pursuant to regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board approved a dividend distribution policy at its meeting held on 8th February 2017. The Policy details various consideration based on which the Board may recommend or declare dividend, utilization of retained earnings etc., The policy is available on the companyâs website at www.polarisft.com/investor/policies and is provided under Annexure 9
The Company has not declared any dividend during the financial year 2016-17.
As required under the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016 and Section 124(5) and 125(2)(c) of Companies Act, 2013, dividends that remain unpaid/unclaimed for a period of seven years, are to be transferred to the account administered by the Central Government viz: Investor Education and Protection Fund (âIEPFâ). Once the amounts that are due for refund are transferred to the IEPF, no claim shall lie in respect of those amounts against the Company. The Company had transferred unpaid dividend amounts within the stipulated time to the IEPF. During the financial year 2016-17, unpaid or unclaimed dividend for the Final Dividend for the year ended 31st March 2009 declared on 16/07/2009 amounting to Rs.606,078 and Interim dividend for the year ended 31st March 2010 declared on 20/01/2010 amounting to Rs.653,336 were transferred to Investors Education and Protection Fund on 17/08/2016 and 23/02/2017 respectively.
As required under Investor Education and Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016 the equity shares in respect of which dividend has not been claimed for the financial years mentioned above will be transferred to the IEPF authority in accordance with the aforesaid rules.
The Board draws your attention that the unclaimed/unpaid dividend for the Final Dividend declared for the financial year ended 31st March 2010 are due for transfer to IEPF on 16th August 2017. Members, who have not yet encashed their dividend warrant or those, are yet to claim their dividend amounts which were declared on 17/07/2010 for the financial year ended 31st March 2010 may write to the Company/Companyâs Registrar and Share Transfer Agent, Karvy Computershare Private Limited.
8. Closure of Register of Members and Share Transfer Books :
The Register of Members and Share Transfer books of the company will be closed with effect from 14th September 2017 to 25th September 2017 (both days inclusive).
9. Transfer to Reserves
The company did not transfer any amounts to General Reserve during the year.
10. Business Responsibility Reporting
As per SEBI circular vide reference SEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 6, 2017, SEBI has mandated the requirement of submission of Business Responsibility Report (âBRRâ) for top 500 listed entities under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (âSEBI LODRâ). Therefore the statutory section on Business Responsibility Report has been adopted by the Company and is provided elsewhere in this Annual Report
11. Corporate Governance
Your Company has been complying with the provisions of Corporate Governance as stipulated in Regulations 24, 27 and other relevant provisions of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance along with Auditorsâ certificate on compliance of the Corporate Governance norms as stipulated in Regulation 34(3) of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 and Management Discussion & Analysis forming part of this report are provided elsewhere in this Annual Report.
12. Policy on Directorâs Appointment and Remuneration
The Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. The policy covering these requirements is provided elsewhere in the Annual Report and is also hosted in the Companyâs website at www.polarisft.com . We affirm that the remuneration paid to Directors is as per the remuneration policy of the Company.
13. Internal Financial Control and their adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the companyâs policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
14. Conservation of energy, technology absorption, foreign exchange earnings and outgo
The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in the Annexure 3 to this Report.
15. Particulars of employees
Information required pursuant to Section 197(12) of Companies Act,2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure 4A to this report.
A statement containing inter alia the names of the top 10 employees in terms of remuneration drawn and every employee employed throughout the financial year and in receipt of remuneration of Rs.102 lakhs or more and employees employed for part of the year and in receipt of Rs. 8.50 lakhs or more per month pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure 4B to this report.
In accordance with Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees drawing salary outside India is not forming part of this report. The details of the same are available at the registered office of the Company. Any member interested in obtaining a copy of the same may write to the Company secretary.
16. Directorsâ responsibility statement as required under Section 134(5) of the Companies Act, 2013
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors of your company 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 have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;
c) The Directors have 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 have prepared the Annual Accounts on a âgoing concern basisâ.
e) The Board of Directors have 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 Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
17. Board Meetings, Board of Directors, Key Managerial Personnel & Committees of Directors
(a) Board Meetings:
The Board of Directors of the Company met 6 times during 2016-17. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is within the limits as prescribed in the Companies Act 2013.
(b) Changes in Directors & Key Managerial Personnel (b-1) Directors :
Mr.Jitin Goyal has resigned from the Board of Directors of the Company effective 9th November 2016.
(c) Re-Appointment
As per Article 10.22 of the Articles of Association of the Company, one third of the Directors are liable to retire by rotation at the Annual General Meeting of the Company. Mrs.Rama Sivaraman (DIN:07425519) retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting.
(d) Independent Directors
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act.
(e) Details of remuneration to Directors:
The information relating to remuneration of directors as required under Section 197(12) of the Act, is given as part of MGT 9.
(f) Board Committees
The Company has the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration committee
3. Stakeholderâs Relationship committee
4. Corporate Social Responsibility committee
5. Risk Management Committee
Sub-committees:
1. Share transfer Committee
2. M&A Committee
The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.
The extract of the policy framed by the Nomination and Remuneration committee under the provisions of Section 178 of the Act, is as below:
Remuneration policy
The Companyâs Remuneration Policy is aimed to attract and retain the best talents by ensuring a fair, transparent and equitable remuneration to employees and Directors, based inter alia on individual roles and responsibilities, experience, the performance of the Company and the performance / contribution of the individual employee. The policy enables a framework that allows for fair rewards for the achievement of key deliverables, in line with industry and Group practice.
The Board in consultation with the Nomination and Remuneration Committee decides the remuneration policy for directors, Key Managerial Personnel and Senior Management Personnel. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time.
(g) Board Evaluation
In line with the requirements of the Companies Act, 2013 the Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees on the 8th of February 2017.
This evaluation was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with Guidance Note on Board Evaluation issued by SEBI recently. The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings
(h) Vigil Mechanism
The Company has established a whistle-blower policy and also established a mechanism for directors and employees to report their concerns. The details of the same is explained in the Corporate Governance Report.
(i) Related Party Transactions
All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
The details of the related party transactions as required under Section 134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure 5.
18) Statutory Auditors and Report
The Companyâs statutory auditors M/s B S R & Co., LLP, Chartered Accountants (firm registration no. 101248W/W-100022) issued their report on the standalone and consolidated financial statements of the company. The Auditorâs Report on the Standalone and Consolidated Financial Statements does not contain any qualification, reservation or adverse remarks.
In terms of Section 139 of the Companies Act, 2013, the term of appointment of M/s B S R & Co., LLP appointed at the 23rd Annual General Meeting of the Company held on the 7th of July 2016 is till the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2021.
The Board at its meeting held on the 15th of May 2017 have approved the ratification of the appointment of auditors in the ensuing Annual General Meeting.
The Company has received a certificate from B S R & Co., LLP Chartered Accountants to the effect that that their appointment, if made would be in accordance with the provisions of the Companies Act, 2013, and that they are not disqualified in terms of provisions of the Companies Act, 2013 from being appointed as Statutory Auditors of the Company. B S R & Co., LLP, Chartered accountants are subjected to the peer review process of the Institute of Chartered accountants of India (ICAI) and hold a valid certificate issued by the peer review Board of the ICAI.
Pursuant to provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.
19) Secretarial Auditors Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by Mr.S.Bhaskar, BP & Associates, Practising Company Secretary, and his report is annexed as Annexure 6. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.
20) Fixed Deposits
Our Company has not accepted any deposits during the financial year and as such, no amount of principal or interest was outstanding as on March 31, 2017.
21) Details of CSR activity through its implementation Agencies
Your company has contributed towards CSR activities through Ullas Trust, Computer Shiksha and Oxfam for the financial year 2016-17. A brief note about these organisations are as given under.
a) Ullas Trust
A Social initiative started in 1997 with an aim to integrate associates with the larger community to enable them to enjoy the bliss of working with young minds in the country continues to grow into a movement exemplifying the power of inclusive CSR. In its 20 year journey the Ullas movement has grown beyond our associate community to include committed partners to the cause of igniting young minds. These partners include family and friends of our associates, associates from our clients, Civil Society Organizations, and youth from colleges in the districts of Tamil Nadu all united by the common purpose of shaping the thinking of adolescent young students.
Over the 2 decades, Ullas has awarded merit scholarships to more than 52,000 students across Chennai, Delhi, Hyderabad, Mumbai and Pune. While the merit scholarships recognize their academic excellence, these âyoung achieversâ as they are called, receive weekend enrichment programs aptly titled as SUMMIT is delivered by our associate community - through packaged modules of 5 interventions of 3 hours each - 15 magical hours per year over the four year period of the childâs association with Ullas. This academic year, over 6200 children from Corporation, Government and Government-Aided schools in five cities - Chennai, Delhi, Hyderabad, Mumbai, and Pune attended these intervention programs - that aid not just with life skills but also in design thinking. Under the rural re-connect program âTouch The Soilâ, over 2 lakh young minds were ignited with the power of âCAN DOâ and âPlanningâ with the active engagement and support of over 1600 volunteers across 82 districts in 5 states.
Ullas - Chennai
Ullas Trust celebrated its 19th Annual workshop on Sep 3rd, 2016 at The Music Academy Auditorium in Chennai. The workshop was all about Igniting Young Minds and celebrated over 1230 grade IX Ullas Young Achievers from 218 - Corporation, Government and Government-Aided schools, who not only participated in the aspirational âCAN DOâ workshop but also were awarded the Ullas Young Achievers Scholarships. The workshop saw real life role models Mr. Sunil Paliwal, IAS (MD-Aavin, Co-operative Milk Federation, Tamil Nadu), and Dr. Sankar (Pediatric Orthopedic Surgeon) - share their life journey - events and incidents that shaped them, inspire and interact with the students. Continuing its endeavor of recognizing and Encouraging Excellence in Education (EEE), 3 schools one each from corporation, government, and government aided were awarded the EEE award. Associate volunteers conducted the weekend enrichment program (SUMMIT) across 7 venues in the city (including our corporate offices) covering over 3,752 young achievers from grade 9-12. As part of the Touch The Soil program, over 400 volunteers visited 403 schools in the 32 districts of TN, igniting over 1.51 lakh grade 9-12 students, conducting the Diary of Dreams and Planning workshop. A total of 3579 scholarships were given to toppers in grade 9 and 10 in the district schools. During this academic year Ullas inducted 68 Higher Education Scholars (26 professional stream, and 42 arts and science students) while continuing to support an overall of 198 Higher Education Scholars who come back as mentors to the incoming Ullas Young Achievers. These Higher Education Scholars not only inspire their juniors but also dazzle the associate mentors with their commitment and thirst to give back! Ullas continues to sponsor Easy Learning English (ELE) program of Vidyarambam Trust (VT) for grade 6 to 8 students in over 25 schools in 5 districts of TN. Vidyarambam Akkas also deliver our SUMMIT interventions to over 2,500 grade 9 and 10 students in these schools, further extending the engagement with these young minds! In the spirit of partnering with likeminded partners to reach as many young minds in schools, Talent Quest for India (TQI) a student volunteer body movement has taken the SUMMIT Level 1, 2 and 3 interventions to over 7,200 students (grade 9,10 and 11) in 19 schools, across 15 districts of TN, through their army of over 250 college student volunteers from 32 different colleges. The second edition of Ullas Confluence was held in Feb 2017, to celebrate and recognize these young TQI volunteers from various colleges across the districts who are giving back selflessly. Common purpose and intent unites these partners with Ullas in reaching not just the students from the urban schools but also rural schools enabling dreams and aspirations!
Ullas - Mumbai
Mumbai Ullas chapter conducted the âCAN DOâ workshop on 26th November at Damodar Hall, Parel, celebrating over 530 young achievers from 23 schools (13 Municipal and 10 Govt-Aided schools). The interactive workshop encouraged the students to dream big, and dream big with conviction. Associate volunteers including over 50 volunteers from our client partner - Morgan Stanley conducted SUMMIT in the chapter schools during the weekends - reaching out to a total of 1029 students between grade 9 and 10. As part of the Touch The Soil program, 98 volunteers visited 85 schools in 32 talukas of 10 districts covering 13,404 grade 9 and 10 students with 650 scholarships for the toppers in 9th and 10th, and conducting the Diary of Dreams and Planning workshop for the young minds.
Ullas - Hyderabad
In Hyderabad, 280 students enthusiastically participated in the Annual âCAN DOâ Workshop on January 7th, 2017 which was held at Sardar Patel Auditorium, in Kesava Memorial Institute of Science and Technology. The Young Achievers enthralled everyone with their rendering of Saraswathi Vandanam and cultural performances. The Diary of Dreams workshop was very interactive and enabled students to share their aspirational dreams. SUMMIT classes also saw our associate volunteers conduct the weekend intervention program for 280 grade 9 students and 254 grade 10 students at 9 school chapters. As part of the Touch the Soil initiative, over 80 associate volunteers, their family and friends went in teams to 167 schools from 56 talukas, in 21 districts conducting the âCAN DOâ and Planning workshop for 22,125 students, along with 1428 merit scholarships for deserving grade 9 and 10 students.
Ullas - Delhi
Ullas NCR chapter conducted the Annual CAN DO workshop on 19th November 2016, at ISKCON Auditorium, New Delhi. 262 grade 9 young achievers from 20 government and government-aided schools were inducted into the portals of Ullas Trust. The workshop also saw over 40 school teachers and 50 associate volunteers who cheered and supported the young achievers. The weekend enrichment program - SUMMIT was conducted by our associate volunteers in school chapters and our corporate office for over 874 young achievers (grade 9 to 12) and was received very well by the students and their school authorities. As part of the Touch The Soil initiative, over 40 volunteers travelled to 19 mandals, in 12 districts of NCR, reaching 9,506 students of grade 9-12 from 32 schools, inspiring and igniting young minds delivering the Diary the Diary of Dreams workshop and Planning workshop, and also with a merit scholarship to 295 toppers in 9th and 10th.
Ullas - Pune
Ullas Pune Chapter continued its engagement with 4 schools this year. The Annual Diary of Dreams workshop was conducted on Nov 26th, 2016 for incoming young achievers, covering over 200 eager students across three locations. A total of 81 scholarships were awarded in the urban schools as part of the SUMMIT program. 25 volunteers along with family and friends conducted the subsequent weekend enrichment programs in the schools over 8 weekends, covering over 860 grade 9 and 10 students. As part of the Touch The Soil initiative, 27 volunteers went to 21 talukas in 7 districts covering 53 district schools, reaching 10,072 students from grade 9 and 10 with the diary of dreams and planning workshop. 470 scholarships were given to 5 toppers each from grade 9 and 10 in these 53 schools.
The Ullas movement continues to be strengthened not just by our associates but also their family and friends, and strong long minded partners driven by the common purpose of âigniting young mindsâ and seeding the âCAN DOâ spirit.
b) Computer Shiksha:
Computer Shiksha is an 80G and 12A certified non-profit organization working towards computer literacy among the underprivileged.
Itâs vision is to see everyone in the world computer literate and mission is to provide Computer Knowledge and Training with passion and commitment, to deliver value in the form of Computer trained people, who use this skill for the betterment of their lives in every possible way.
Date of Inception |
5th May 2012 |
Founders |
- Dr. Rakesh Suri , PhD in Management, BE (BITS Pilani), ex CEO DCM Technologies. Entrepreneur - Ms Swapnalekha Basak, B.Tech., PGDBM, ex Head - HR SAS India, Entrepreneur www.hcswellnessworld.com |
Brief History |
- Started with taking 15 laptops to school and 60 children (Model I) - Had reached 1000 students by April 2013 (Model I) - Model II launched in April 2016 - Currently we are providing computer education to 5000 students and would have 12000 students by 31st March 2018 |
Working Patrons |
- Arjun Verma - Retired businessman. Philanthropist - ManMohan Thandi - Serial Entrepreneur - Sumit Malhotra - Technocrat - Rajiv Popli - Entrepreneur |
Nature of the organisation |
- Computer Shiksha is a charitable trust. It does not charge any fee for its services from anyone. - The âtrusteesâ and âpatronsâ are senior people from the industry and work pro bono. |
Curriculum |
All learning is practical in nature. Components of course: Learning Uses and Parts of a computer; Using Paint to draw - File Management - Text processing & formatting - Using spreadsheets as database and calculator - Presentation Skills - Internet applications for browsing & searching - E-mailing - Uploading & Downloading. |
Length of Course |
Basic Course - 31 weeks (assuming 2 classes per week) Advanced Course - 24 weeks (assuming 2 classes per week) |
Operational Model(s) |
|
Model 1 |
All equipment (laptops, LCD projector, screen etc.) carried to school and class set up. Lessons delivered two days in a week to one school. 2 sets of the equipment cater to 6 schools working 6 days in a week. |
Model 2 |
Model II (which is the only option available now) enables partner schools to conduct classes by - enabling teachers / resources to facilitate the class - Sharing the self learning videos and bilingual manuals which have been created. - Providing the required hardware and maintaining it - Monitoring the class live, wherever possible, through CCTV on internet - Evaluating students to certify them - Having flexibility to design their own time table. |
Cost of Operations |
Rs. 140/- per student per month (Model 1) Less than Rs 100/- per student per month (Model 2) |
Current number of Students |
589 (Model 1) ; 5627 (Model 2) |
Partner Schools |
3 Municipal/NGO schools in Gurgaon (Model 1) 63 learning centers (as on 15-June-17) and expanding (Model 2) |
Students certified |
1181 till date (Model 1)(Year 2013-14 - 77; Year 2014-15 - 268; Year 2015-16 - 383, Year 2016-2017 -453) |
No. of employees |
11 employees |
Supporting organisations |
MPS, C.K.Birla Group, Polaris, Virtusa, Ethical Realty, Excel Warehousing, Human Development Foundation. |
Financial Statements |
Uploaded on the website http://www.computershiksha.org/ All IT returns are also uploaded |
Current presence : Currently lessons happen in Gurgaon , Delhi, Aligarh, Amroha, Rajasthan, Faridabad Immediate Goal: To reach a million children i.e. 10 lakh children by 2020
c) Oxfam
Oxfam India - Oxfam is marking its 65th year in India this year. In 1951, Oxfam Great Britain launched its first full scale humanitarian response in a developing country when it came to India during the Bihar famine. Over the past six decades Oxfam has supported civil society organizations across the length and breadth of the country. In 2008, all Oxfams present in the country came together to form Oxfam India which was registered as an independent organization.
Oxfam India works to address root causes of poverty and inequality and it sees poverty as a problem where people are deprived of opportunities, choices, resources, knowledge and protection.
Oxfam seeks to address this through a Rights Based Approach where people are seen as the bearers of civil, political and social and economic rights. At the same time, institutions, both state and non-state, are seen as duty bearers to guarantee and provide those rights to the people. It is also important to underline that without augmenting peopleâs ability to exercise them, the rights would be meaningless.
Oxfam works to bring change in peopleâs lives by aiming for wider structural changes. These include:
- Greater state and institutional accountability
- Effective participation of people in decisions affecting their lives, through articulation of their demands and rights
- Increased power and influence of poor people over distribution and use of public resources and assets
- Increased social inclusion of the poor
- Changes in ideas and beliefs to inform equitable development strategies Oxfamâs work is framed by our commitment to five Rights-based aims:
- Right to a sustainable livelihood.
- Right to basic social services.
- Right to life and security.
- Right to be heard.
- Right to an identity.
Corporate Social Responsibility: Details of the policy and implementation of the CSR activities during the year are as provided under Annexure 8.
d) Audit Committee Recommendation
During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.
e) Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure [7].
f) Significant & Material Orders passed by the Regulators or Courts
The company has not obtained any significant and material orders passed by any regulators or court.
g) Particulars of Loans, Guarantees and Investments u/s 186
Pursuant to section 186 of Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.
h) Risk Management Policy:
The Board of Directors of the Company have approved Risk Management Policy in the meeting held on 29th March 2016 in accordance with Regulation 21(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Policy provides an integrated approach for managing the risks in various aspects of the business. The various risks identified by the Company and its mitigation is provided for in the MD&A.
22) Disclosure as required under Section 22 of 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. The Internal Complaints Committee (âICCâ) has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.
The following is the summary of the complaints received and disposed off during the financial year 2016-17:
a) No. of complaints received : NIL
b) No. of complaints disposed off : NIL
23) Listing Fees
The Company confirms that it has paid the annual listing fees for the year 2016-17 as well as 2017-18 to both National Stock Exchange of India Limited and BSE Limited.
24) Acknowledgement
Your Directors take this opportunity to express the gratitude to all investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and business associates for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all round operational performances at all levels.
By Order of the Board
For Polaris Consulting & Services Limited
Jayaraman Ramachandran
Director
Place: Chennai
Date : May 15, 2017
Mar 31, 2016
We are pleased to present the Twenty third Annual Report on our
business and operations for the year ended 31st March 2016, of Polaris
Consulting & Services Limited ("Company") (formerly known as Polaris
Financial Technology Limited)
1. Results of Operation: (Rs. in Lacs, except EPS data)
Description Standalone Consolidated
March 31, March 31, March 31, March 31,
2016 2015 2016 2015
Income (Including
Other Income) 185,483.91 171,588.04 205,259.70 193,448.84
Expenses(including
exceptional items) 165,925.51 150,494.43 180,640.58 167,515.02
Profit before
Interest,
Depreciation & Tax
(PBIDTA) 19,558.40 21,093.61 24619.12 25,933.82
Finance Charges -
Depreciation &
amortization 2,493.71 2,650.14 2,655.40 2,790.87
Net Profit Before
Tax 17,064.69 18,443.47 21,963.72 23,142.95
Provision for tax
including Deferred
Tax 8,088.84 5,371.72 9,261.62 6,422.28
Net Profit after
tax 8,975.85 13,071.75 12,702.10 16,720.67
Add / (Less): Share
of Profit/(Loss) on
Associate Companies - - - 1.19
Add / (Less):
Minority Interest -
Share of Profit /
(Loss) - - 5.32 5.12
Net Profit 8,975.85 13,071.75 12,707.42 16,726.98
EPS
Basic Rs. 8.95 13.10 12.68 16.77
Diluted Rs. 8.81 12.81 12.48 16.39
2. Open Offer by Virtusa Consulting Services Private Limited under
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011
On the 5th of November 2015, the promoter and promoter group of the
Company along with other sellers and institutional sellers entered into
a Share Purchase Agreement ("SPA") with Virtusa Consulting Services
Private Limited ("Virtusa") for selling 52.42% of their shareholding by
means of sale of their shares in the Company.
Upon fulfillment of the conditions precedent laid down in the SPA, the
shares were transferred to Virtusa on 3rd March 2016 which led to the
change in control/management of the company.
The above acquisition of Virtusa triggered the open offer for acquiring
26% of the paidup share capital of the Company under SEBI (SAST)
Regulations, 2011 which was carried out subsequently and the current
holding of Virtusa in Polaris is 78.72%
3. Business Performances
The consolidated revenue of the Company from Software Development
Services for the year ended March 31, 2016 stood at Rs.203,714.97 lakhs
as against the previous year''s revenue of Rs. 189,334.54 lakhs. The
consolidated Net Profit for the fiscal year ended March 31, 2016 stood
at Rs.12,707.42 lakhs as against the previous year''s Net Profit of
Rs.16,726.98 lakhs. The Reserves and Surplus as of 31st March 2016
stood at Rs.91,179.26 lakhs as against Rs.80,086.74 lakhs of the period
as of March 31,2015.
4. Subsidiaries
Details of Subsidiary Companies, Joint Ventures and their financial
position
Your Company has 10 subsidiary company(ies) for the financial year
ended on March 31, 2016 which includes 2 subsidiaries which were
incorporated in Switzerland and Dubai during the financial year 2015-16
and 4 step down subsidiaries of Polaris Consulting & Services Pte Ltd,
Singapore and Polaris Consulting & Services Limited, UK Polaris
Consulting & Services Limited, India has divested its 45% stake in
Intellect Polaris Design LLC and the same has been sold to Intellect
Design Arena Limited on 31st December 2015. As a result, the
shareholding of the company in Intellect Polaris Design LLC is now
reduced to 50%
The information as required under the first proviso to sub-section (3)
of Section 129 is given in Form AOC-1 in Annexure 1
Further, pursuant to the provisions of Section 136 of the Companies
Act, 2013, ("Act") financial statements of the Company, Consolidated
financial statements along with the relevant documents and separate
audited accounts in respect of the subsidiaries of the Company are
available in the website of the Company and the weblink is provided
below www.polarisft.com/investor/investor.asp
5. Cash & Cash Equivalents
Your Company''s liquidity remains healthy with a cash reserve of
Rs.426.53 crores. The DSO is at an impressive 78 days
6. Share Capital
During the year, under ASOP 2003 Scheme the company has allotted
213,600 equity shares of Rs.5/- each to 73 Associates / Directors and
under ASOP 2004 Scheme the Company has transferred 60,400 equity shares
of Rs.5/- each to 16 Associates and under ASOP 2011 Scheme the Company
has allotted 12,26,950 equity shares of Rs.5/- each to 164
Associates/Directors pursuant to exercise of options granted and under
ASOP 2015 Scheme the Company has allotted 11,700 equity shares of
Rs.5/- each to 6 Associates/Directors pursuant to exercise of options
granted
As a result of the above allotments paid-up equity share capital of the
company was increased from Rs.499,573,120/- comprising of 99,914,624
number of equity shares of Rs.5/- each as on March 31, 2015 to
Rs.506,834,370/- comprising of 101,366,874 number of equity shares of
Rs.5/- each as on March 31, 2016. The allotted equity shares are listed
and traded in the Stock Exchanges
The information as required under the relevant provisions of Securities
and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 read with Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014, and also the information required under the
Guidance note of ICAI, in relation to ESOPs are set out in the Annexure
2 to the Directors'' Report.
7. Research and Development
The Company has incurred expenditure on R&D during the year 2015-16 as
per the Standalone financials, and the same is provided in Annexure 3
of this report.
8. Dividend
The Company has not declared any dividend during the financial year
2015-16
9. Closure of Register of Members and Share Transfer Books :
The Register of Members and Share Transfer books of the company will be
closed with effect from 28th June, 2016 to 7th July, 2016 (both days
inclusive)
10. Transfer to Reserves
The company did not transfer any amounts to General Reserve during the
year.
11. Corporate Governance
Your Company has been complying with the provisions of Corporate
Governance as stipulated in Regulations 24, 27 and other relevant
provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. A separate report on Corporate Governance along with
Auditors'' certificate on compliance of the Corporate Governance norms
as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 and Management Discussion &
Analysis forming part of this report are provided elsewhere in this
Annual Report.
12. Internal Financial Control
The Company has kick started Internal Financial Control (IFC) program
in the financial year 2015-16 partnering with leading audit firms, as
per Section 134(e) of the Companies Act, 2013
The Company has engaged with Deloitte Haskins & Sells LLP ("Deloitte")
for performing the risk evaluation of the design level controls
- Deloitte performed walkthrough of the processes and existing controls
and identified significant account balances and flows of transactions
and the risk within each of the processes including entity level
controls and IT General Controls and finalized the IFC scope
- Deloitte also documented key risks and controls and developed risk
control matrices (RCMs) and developed the IFC Framework
- Controls are implemented and/or enhanced as required
The Company has also engaged ANB & Co. for testing the operating
effectiveness of controls. Sample transactions were selected as per the
sampling methodology and tests are carried out.
Adequate systems and processes, commensurate with the size of the
company and of its business are put in place to ensure compliance with
the provisions of all applicable laws and such systems and processes
are operating effectively.
Audit Committee and Board of Directors of the company were appraised on
the performance of the IFC
13. Transfer to Investor Education and Protection Fund
As required under the provisions of Section 124(5) and 125(2)(c) of the
Companies Act, 2013, dividends that remain unpaid/ unclaimed for a
period of seven years, are to be transferred to the account
administered by the Central Government viz hvestor Education and
Protection Fund ("IEPF"). Once the amounts that are due for refund are
transferred to the IEPF, no claim shall lie in respect of those amounts
against the Company. The Company had transferred unpaid dividend
amounts within the stipulated time to the IEPF. During the financial
year 2015-16, unpaid or unclaimed dividend for the Final Dividend
declared for the year ended 31st March 2008 on 17th July 2008 amounting
to Rs.821,165 and Interim dividend declared on 20th January 2009
amounting to Rs.8,76,710 were transferred to Investors Education and
Protection Fund on 25th August 2015 and 29th February 2016
respectively.
The Board draws your attention that the unclaimed/unpaid dividend for
the Final Dividend declared for the financial year ended 31st March
2009 on 16th July 2009 and Interim Dividend declared on 20th January
2010 are due for transfer to IEPF on 15th August 2016 and 19th February
2017 respectively. Members, who have not yet encashed their dividend
warrant(s) or those are yet to claim their dividend amounts which were
declared for the financial year ended 31st March 2009 and Interim
dividend declared on 20th January 2010, may write to the
Company/Company''s Registrar and Share Transfer Agent, Karvy
Computershare Private Limited
14. Conservation of energy, technology absorption, foreign exchange
earnings and outgo
The particulars as prescribed under Section 134(3)(m) of the Act, read
with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in the
Annexure 3 to this Report.
15. Particulars of employees
The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
available at the Registered Office of the Company. Further, the report
and the accounts are being sent to the members excluding the aforesaid
statement. In terms of Section 136 of the Act, the said annexure is
open for inspection at the Registered Office of the Company. Any Member
interested in obtaining a copy of the same may write to the Company
Secretary.
16. Directors'' responsibility statement as required under Section 134
(5) of the Companies Act, 2013
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, the Directors of your company 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 have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for that period;
c) The Directors have 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 have prepared the Annual Accounts on a "going concern
basis"
e) The Board of Directors have 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 Board of Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
17. Board Meetings, Board of Directors, Key Managerial Personnel &
Committees of Directors
(a) Board Meetings:
The Board of Directors of the Company met 12 times during the year
2015-16. The details of various Board Meetings are provided in the
Corporate Governance Report. The gap intervening between two meetings
of the board is as prescribed in the Act.
(b) Changes in Directors & Key Managerial Personnel (b-1) Directors :
Pursuant to the change in control and management of the company and
upon fulfillment of the conditions precedent laid down in the Share
Purchase Agreement dated 5th November, 2015, the Board of Directors of
the company was reconstituted in the meeting held on 04th March 2016 to
give effect to the same
The following directors have resigned from the Board effective 4th
March 2016:
1. Mr.Arun Jain, Chairman and Director
2. Mr.R.C Bhargava, Non Executive and Independent Director
3. Mr.Arvind Kumar, Non Executive and Independent Director
4. Mr.Raju Venkatraman, Non Executive and Independent Director
5. Mr. Abhay Aggarwal, Non Executive Director
6. Mrs.Uma Ratnam Krishnan, Non Executive and Independent Director
7. Dr.Ashok Jhunjhunwala, Non Executive and Independent Director
8. Mr.V.Balaraman, Non Executive and Independent Director
9. Mr.Rajesh Mehta, Non Executive and Non Independent Director
10. Mr.Jonathan Eric Beyman, Non Executive Director
11. Dr.Theodore Roosevelt Malloch Jr, Non Executive Director
The following persons were appointed as Additional Directors in the
Board on 4th March 2016:
1. Mr.Krishan Aruna Canekeratne, Non Executive Director
2. Mr.Anuranjan Krishan Kalia, Non Executive Director
3. Mrs.Rama Sivaraman, Executive Director
4. Mr.Jayaraman Ramachandran, Non-Executive and Independent Director
5. Mr.Sunil Bowry, Non-Executive and Independent Director
6. Mr.Arvind Sharma, Non-Executive and Independent Director
7. Mr.Hari Raju Mahadevu, Non-Executive and Independent Director
Mr.Krishan Aruna Canekeratne and Mr.Jayaraman Ramachandran have been
appointed as Chairman and Vice Chairman respectively by the Board in
its meeting held on 4th March 2016
(b-2) : Key Managerial Personnel :
Mrs.Rama Sivaraman was appointed as Additional Director by the Board of
Directors of the Company on 4th March 2016 She will be categorized as
Executive Director and her appointment in the Company will be
regularized subsequent to the approval of the members in the Postal
Ballot. Pursuant to the above, she will be categorized under Key
Managerial Personnel as defined under Section 2(51) of the Act.
Mrs. Christina Pauline Beulah, Company Secretary and Mr.
N.M.Vaidyanathan, Chief Financial Officer are categorised under Key
Managerial Personnel. There has been no change in the same.
(c) Re-Appointment
As per Article 10.22 of the Articles of Association of the Company, one
third of the Directors are liable to retire by rotation at the Annual
General Meeting of the Company. Mr.Jitin Goyal (DIN: 02851976) retires
by rotation and being eligible, offers himself for re-appointment at
the ensuing Annual General Meeting
(d) Independent Directors
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Act, that they meet
the criteria of independence as laid down in Section 149(6) of the Act.
(e) Details of remuneration to Directors:
The information relating to remuneration of directors as required under
Section 197(12) of the Act, is given in Annexure 7.
(f) Board Committees
The Company has the following Committees of the Board
1. Audit Committee
2. Nomination and Remuneration committee
3. Stakeholder''s Relationship committee
4. Corporate Social Responsibility committee
5. Risk Management Committee
Sub-committees:
(a) Share Transfer Committee
(b) M&A Committee
The composition of each of the above Committees, their respective role
and responsibility is as detailed in the Report of Corporate Governance
The policy framed by the Nomination and Remuneration committee under
the provisions of Section 178(4) of the Act, is as below
Remuneration policy
The remuneration policy of the Company has been so structured in order
to match the market trends of the IT industry. The Board in
consultation with the Nomination and Remuneration Committee decides the
remuneration policy for the Directors
The Company has made adequate disclosures to the members on the
remuneration paid to Directors from time to time Remuneration/
Commission payable to Directors is determined by the contributions made
by the respective directors for the growth of the Company. Further the
Company also has in place a Remuneration Policy
(g) Board Evaluation
As the present Board of Directors of the Company was appointed on 4th
March 2016, the Directors are of the opinion that the evaluation of the
Board shall be carried out in the financial year 2016-17
(h) Vigil Mechanism
The Company has established a whistle-blower policy and also
established a mechanism for directors and employees to report their
concerns. The details of the same is explained in the Corporate
Governance Report.
(i) Related Party Transactions
All related party transactions that were entered into during the
financial year were on arm''s length basis and were in the ordinary
course of business. There were no materially significant related party
transactions made by the Company during the year with Promoters,
Directors, Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company at large
The details of the related party transactions as required under Section
134(3)(h) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, is attached as Annexure 5
18) Auditors
The company''s Statutory Auditors, M/s. S.R.Batliboi & Associates LLP,
Chennai, Chartered Accountants issued their report on the standalone
and consolidated financial statements of the company. The Auditor''s
Report on the Standalone and Consolidated Financial Statements does not
contain any qualification, reservation or adverse remarks
Statutory Auditors: M/s.S.R.Batliboi & Associates LLP, Chennai,
Chartered Accountants who are the Statutory Auditors of the Company
hold office as statutory auditors until the conclusion of the 23rd
Annual General Meeting of the company to be held in the calendar Year
2016.
The Board of Directors has recommended the appointment of M/s.BSR &
Co., LLP as Statutory auditors of the Company, which has also been
recommended by audit committee, in the Board Meeting held on 12th May
2016, subject to the approval of the shareholders in the 23rd Annual
General Meeting to be held on 7th July 2016. M/s.BSR & Co., LLP has
expressed its intention to be appointed as statutory auditors and
provided declaration under Section 141(3) of the Act.
Secretarial Audit: Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, Secretarial Audit has been carried
out by Mr.Jayanth Viswanathan, Practising Company Secretary, and his
report is annexed as Annexure 6 to this report. In connection with the
Secretarial auditor''s observation in the report, it is clarified that
the non-filing of Form MGT-14is a technical lapse that occurred
inadvertently. Secretarial Standards are being complied with in full
from the later part of the year. In respect of Chairman of Audit
Committee and Nomination and Remuneration Committee not being present
in the Annual General Meeting held on 23rd June 2015, the company
hereby confirms that the reason for their absence was expressed at the
meeting and that the Chairman of the Board was available to answer all
the queries raised by the shareholders. The Board hereby confirms that
all the matters covered in the matter of emphasis have subsequently
been complied with by the company.
19) Fixed Deposits
Your Company has not accepted any deposits during the financial year
and as such, no amount of principal or interest was outstanding as on
31st March, 2016
20) Social Connect Ullas Trust
A humble initiative which started in 1997 with an aim to integrate
associates with the larger community to enable them to enjoy the bliss
of working with young minds in the country continues to grow into a
movement exemplifying the power of inclusive Corporate Social
Responsibility. In its 18 year journey Ullas has awarded scholarships
to more than 50,000 students across Chennai, Delhi, Hyderabad, Mumbai
and Pune. Over and above the merit scholarships, the weekend enrichment
programs called SUMMIT engages our associate community with the young
achievers - through packaged modules of 5 interventions of 3 hours each
- 15 magical hours per year over the four year period of the child''s
association with Ullas. This academic year, over 6100 children from
Corporation, Government and Government-Aided schools in five cities -
Chennai, Delhi, Hyderabad, Mumbai, and Pune attended these intervention
programs - that aid not just with life skills but also in design
thinking. Under the rural re-connect program "Touch The Soil", over 1.9
lakh young minds were ignited with the power of "Can Do" with the
active engagement and support of over 1000 volunteers across 86
districts in 4 states
Ullas - Chennai
Ullas Trust celebrated its 18th Annual workshop on 28th August, 2015 at
The Music Academy Auditorium in Chennai The workshop was all about
Igniting Young Minds and celebrated over 1091 grade IX Ullas Young
Achievers from 192 - Corporation, Government and Government-Aided
schools, who not only participated in the inspirational "Can Do"
workshop but also were awarded the Ullas Young Achievers Scholarships.
The workshop saw real life role models Shri. Gopalkrishna Gandhi,
Captain Divya Ajith Kumar, and our then Chennai City Corporation
Commission Mr. Vikram Kapoor - share their life journey, inspire and
interact with the students. Continuing its endeavor of recognizing and
encouraging excellence in education, 3 schools one each from
corporation, government, and government aided were awarded the EEE
award Associate volunteers conducted the weekend enrichment program
across 7 Ullas chapters in the city covering 3,817 young achievers from
grade 9-12. As part of the Touch The Soil program, over 315 volunteers
visited 310 schools in the 32 districts of TN, igniting over 1.3 lakh
grade 9-12 students, conducting the Diary of Dreams and Planning
workshop. A total of 2987 scholarships were given to toppers in grade 9
and 10 in the district schools. During this academic year Ullas
inducted 73 Higher Education Scholars (28 professional stream, and 45
arts and science students) while continuing to support an overal of 168
Higher Education Scholars who come back as mentors to the incoming
Ullas Young Achievers. Ullas continues to sponsor Easy Learning English
(ELE) program of Vidyarambam Trust (VT) for grade 6 to 8 students in
over 25 schools in the districts of TN. In the spirit of partnering
with likeminded partners to reach as many young minds in schools, Ullas
SUMMIT Level 1 and 2 was delivered to over 4,500 students in 29 schools
across 14 districts of Tamil Nadu, in collaboration with Vidyarambam
Trust, Talent Quest for India and Entecon
Ullas - Mumbai
Mumbai Ullas chapter conducted the Diary of Dreams workshop on 5th
December, 2015 at Mahakavi Kalidas Auditorium, celebrating over 520
young achievers from 23 schools (13 Municipal and 10 Govt-Aided
schools). The interactive workshop encouraged the students to dream
big, and dream big with conviction. Associate volunteers including
volunteers from Morgan Stanley conducted SUMMIT in the chapter schools
during the weekends - reaching out to a total of 999 students between
grade 9 and 10. As part of the Touch The Soil program, 86 volunteers
visited 47 schools in 10 districts covering 10,226 grade 9 and 10
students with 466 scholarships for the toppers in 9th and 10th, and
conducting the Diary of Dreams workshop igniting young minds
Ullas - Hyderabad
In Hyderabad, 252 students enthusiastically participated in the Annual
"Can Do" Workshop on 6th February, 2016 which was held at The Capital,
Polaris Hyderabad office premises. The Young Achievers enthralled
everyone with their rendering of Saraswathi Vandanam and cultural
performances. The Diary of Dreams workshop was very interactive and
enabled students to share their aspirational dreams. SUMMIT classes
also saw our associate volunteers conduct the weekend intervention
program for 252 grade 9 students and 254 grade 10 students at school
chapters. As part of the Touch the Soil initiative, 95 associate
volunteers went in teams to 165 schools from 25 districts conducting
the "Can Do" and Planning workshop for 27,030 grade 9 and 10 students.
Ullas-Delhi
Ullas NCR chapter conducted the Annual CAN Do workshop on 19th
December, 2015, at Chinmaya Mission, New Delhi. 247 grade 9 young
achievers from 20 government and government-aided schools were inducted
into the portals of Ullas Trust. The workshop also saw 40 school
teachers and 60 associate volunteers who cheered and supported the
young achievers The weekend enrichment program -SUM MIT was conducted
by our associate volunteers in school chapters for the selected
Ullas Young Achievers and was received very well by the students and
their school authorities. As part of the Touch The Soi initiative, 43
volunteers travelled to 12 districts of NCR, reaching 9,205 students of
grade 9-12 from 28 schools, inspiring and gniting young minds
delivering the Diary the Diary of Dreams workshop and Planning
workshop, and also with a scholarship to 260 toppers in 9th and 10th
Ullas - Pune
Ullas Pune Chapter expanded its footprint from 1 school to 4 schools
this year. The Annual Diary of Dreams workshop was conducted on 28th
November, 2016 for incoming young achievers, covering over 200 eager
students across three locations A total of 51 scholarships were awarded
in the urban schools as part of the SUMMIT program. 25 volunteers along
with family and friends conducted the subsequent weekend enrichment
programs in the schools over 8 weekends. As part of the Touch The Soil
initiative, 38 volunteers went to 13 locations, across 6 districts
covering 37 district schools, reaching 8,300 students from grade 9 and
10 with the diary of dreams and planning workshop. 360 scholarships
were given to 5 toppers each from grade 9 and 10 in these 37 schools
Corporate Social Responsibility: Details of the policy and
implementation of the CSR activities during the year are as provided
under Annexure 8
21) Audit Committee Recommendation
During the year all the recommendations of the Audit Committee were
accepted by the Board. The Composition of the Audit Committee is as
described in the Corporate Governance Report.
22) Extract of Annual Return
The details forming part of the extract of the Annual Return in Form
MGT 9 is annexed herewith as Annexure 7
23) Significant & Material Orders passed by the Regulators or Courts
The company has not obtained any significant and material orders passed
by any regulators or court.
24) Particulars of Loans, Guarantees and Investments u/s 186 of the Act
Investments made in Subsidiaries during the year 2015-16 :
Name of the Subsidiary No. of Face Value Amount Amount
Shares invested in Rs. in
lacs
FCY
Polaris Consulting and
Services FZ-LLC 1500 AED 1000 AED 261.00
1,500,000
Polaris Consulting &
Services SA, Switzerland 200,000 CHF 5 CHF 685.30
1,000,000
Disinvestments made by the Company during the year 2015-16
Name of the Subsidiary No. of Face Value Amount Amount
Shares divested in Rs. in
lacs
FCY
Intellect Polaris Design LLC 45 US$50,000 21,37,500 1,380.15
FCY: Foreign Currency
Hiving off BPO business :
The Board of Directors in the meeting held on 29th October 2015
approved the hiving-off of BPO business of the Company.
The Company has entered into a Business Transfer Agreement with M/s
Gamma Process Hub India Limited on 25th February 2016.
25) Risk Management Policy:
Risk Management Committee was constituted by the Board of Directors in
the meeting held on 29th March 2016. The Board of Directors of the
Company approved Risk Management Policy in the meeting held on 26th
April 2016 as per Regulation 21(4) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015. The Policy provides
integrated approach for managing the risks in various aspects of the
business
26) Disclosure as required under Section 22 of 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. The Internal
Complaints Committee ("ICC") has been set up to redress the complaints
received regarding sexual harassment. All employees are covered under
this policy.
The following is the summary of the complaints received and disposed
off during the financial year 2015-16:
a) No. of complaints received NIL
b) No. of complaints disposed off NIL
27) Listing Fees
The Company confirms that it has paid the annual listing fees for the
year 2016-17 to both National Stock Exchange Limited and BSE Limited
28) Acknowledgement
Your Directors take this opportunity to express the gratitude to all
investors, clients, vendors, bankers, Regulatory and Government
authorities, Stock Exchanges and business associates for their
cooperation, encouragement and continued support extended to the
Company. Your Directors also wish to place on record their appreciation
to the Associates for their continuing support and unstinting efforts
in ensuring an excellent all round operational performances at all
levels
By Order of the Board
For Polaris Consulting & Services Limited
(formerly known as Polaris Financial Technology Limited)
Place: Chennai Krishan Aruna Canekeratne
Date: May 12, 2016 Chairman
Mar 31, 2015
Dear members,
We are pleased to present the Twenty Second Annual Report on our
business and operations for the year ended 31st March 2015, of Polaris
Consulting & Services Limited ("Company") (formerly known as Polaris
Financial Technology Limited).
1. Results of operations (Rs. in Lakhs, except EPS data)
Standalone Consolidated
Description March 31, March 31, March 31, March 31,
2015* 2014 2015* 2014
Income(Including 171,588.04 203,531.47 193,448.84 245,604.89
Other Income)
Expenses(Including 150,494.43 187,582.70 167,515.02 216,086.71
exceptional items)
Profit before 21,093.61 15,948.77 25,933.82 29,518.18
Interest,
Depreciation &
Tax (PBIDTA)
Finance Charges - 104.10 - 197.72
Depreciation & 2,650.14 4,797.99 2,790.87 5,444.03
amortization
Net Profit 18,443.47 11,046.68 23,142.95 23,876.43
Before Tax
Provision for 5,371.72 2,650.09 6,422.28 3,968.78
tax including
Deferred Tax
Net Profit after 13,071.75 8,396.59 16,720.67 19,907.65
tax
Add/(Less):Share of - - 1.19 11.55
Profit / (Loss) on
Associate Companies
Add/(Less):Minority - - 5.12 -
Interest Share of
Profit / (Loss)
Net Profit 13,071.75 8,396.59 16,726.98 19,919.20
EPS
Basic Rs. 13.10 8.44 16.77 20.01
Diluted Rs. 12.81 8.42 16.39 19.97
*Consequent to the demerger of Product Business Undertaking effective
from April 1, 2014, the figures for the year ended March 31, 2015 are
not comparable with the corresponding figures disclosed under previous
year ended March 31, 2014.
2. Scheme of arrangement-cum-demerger between Polaris Consulting &
Services Limited (Formerly known as Polaris Financial Technology
Limited) and Intellect Design Arena Limited (formerly known as Fin Tech
Grid Limited):
The Scheme of Arrangement Cum Demerger ("the Scheme") between the
Company and Intellect Design Arena Limited ("Resulting Company") was
approved by the Board of Directors in the meeting held on 18th March
2014 and by the shareholders in the Court Convened Meeting held on 23rd
July 2014 and by the Hon''ble High Court of Judicature, Madras vide its
order dt.15/09/2014 received by the Company on 24th September 2014 for
demerging the Product Business Undertaking of the Company and the
Scheme came into effect from 25th September 2014. Subsequent thereto,
the transfer of the Product Business Undertaking with effect from the
appointed date, 1st April 2014 has been completed.
3. Business Performances
The consolidated revenue of the Company from Software Development
Services for the year ended March 31, 2015 stood at Rs.189,335 lakhs as
against the previous year''s revenue of Rs.242,370 lakhs. The
consolidated Net Profit for the fiscal year ended March 31, 2015 stood
at Rs.16,727 lakhs as against the previous year''s Net Profit of
Rs.19,919 lakhs. The reserves and surplus as of 31st March 2015 stood
at Rs. 80,087 lakhs as against Rs. 149,764 lakhs of the period as of
March 31, 2014. Reserves of Rs.71,171 lakhs was transferred to the
resulting company pursuant to the scheme of arrangement.
As explained in the preceding paragraph, in line with the Scheme of
arrangement which was effective from the 1st of April 2014 [Appointed
Date as per the order issued by the High Court of Judicature, Madras]
the erstwhile product division of the Company was transferred to the
resulting company. Therefore the figures of the current financial year
are not comparable to that of the previous financial year.
During the year, consequent to the demerger, and the transfer of the
Product Business Undertaking of the Company, the Company continues to
be engaged only in the business of providing software services, and is
not engaged in software product business. The following subsidiary and
associate companies associated with the Product Business Undertaking
have been transferred with effect from April 1, 2014 to the Resulting
Company under the Scheme of Arrangement Cum Demerger.
Subsidiary Companies:
1. Laser Soft Infosystems Limited
2. Indigo Tx Software Private Limited
4. SFL Properties Private Limited
5. Fin Tech Grid Ltd
6. Polaris Enterprise Solutions Limited
7. Polaris Software Lab Vietnam Co. Ltd, Vietnam
8. Polaris Software Lab FZ-LLC, Dubai
9. Sonali Polaris FT Limited, Bangladesh
10. Polaris Software Lab Pte Ltd, Singapore
11. Polaris Software Lab Limited, UK
12. Polaris Software Lab SA, Switzerland
Associate Companies :
1. Adrenalin eSystems Limited
2. NMS Works Software Private Limited
4. Subsidiaries
Details of Subsidiary Companies, Joint Ventures and Associate
Companies, and their financial position.
Your Company has 9 subsidiary company(ies) for the financial year ended
on March 31, 2015. The information as required under the first proviso
to sub-section (3) of Section 129 is given in Form AOC-1 in Annexure
[1].
5. Cash & Cash Equivalents
The Company''s liquidity remains healthy with a cash reserve of
Rs.314.43 crores. The DSO is at an impressive 44 days.
6. Share Capital
During the year, under ASOP 2003 Scheme the company has allotted
258,100 equity shares of Rs.5/- each to 74 Associates / Directors,
under ASOP 2004 Scheme company has transferred 17,800 equity shares of
Rs.5/- each to 2 Associates and under ASOP 2011 Scheme company has
transferred 106,250 equity shares of Rs.5/- each to 47 Associates
pursuant to exercise of options granted.
No options were exercised during the year under Scheme ASOPT 2011. As
the result of the above allotments paid-up equity share capital of the
company has increased from Rs.497,751,370/-comprising of 99,550,274
number of equity shares of Rs.5/- each as on March 31, 2014 to
499,573,120/- comprising of 99,914,624 number of equity shares of
Rs.5/- each as on March 31, 2015. The allotted equity shares have been
listed and traded in the Stock Exchanges.
The information as required under the provisions of Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations,
2014 read with Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014, and also the information required under the
Guidance note of ICAI, in relation to ESOPs are set out in the Annexure
2 to the Directors'' Report.
7. Research and Development Design Centre
We continued our investments in developing innovative solutions for our
customers in the identified strategic focus areas viz. Digital
Enterprise, Risk & Compliance, Payments and Data & Analytics.
We have further extended facilities at our labs in Chennai and
Hyderabad with state of the art infrastructure and tools where our
practice teams work on multiple areas of interest and Proofs of
Concept.
Areas like Digital architecture, security, AML, Fraud analytics, etc.
have been jointly identified by our practice experts and our customers
for research. A significant achievement during the financial year has
been multiple intensive co-creation sessions with our customers in many
of these areas. These sessions and results they generated have
generated great excitement with our customers and this, in turn
reflects very positively on our expertise and Design Thinking approach
we take to develop solutions that are relevant to them.
The Expenditure incurred on R&D during the year 2014-15 as per
Standalone financials:
Rs.in Lakhs
Particulars March 31, 2015
Capital -
Revenue 1,005.12
Total 1,005.12
8. Dividend
a) Final dividend:
The Board of Directors at its meeting held on 30th April 2015 proposed
a final dividend of Rs.10/-per equity share of face value of Rs.5/- per
equity share (200%) upon approval of the shareholders at the 22nd
Annual General Meeting. This dividend will be paid out of the profits
of the Company.
b) Interim Dividend:
The Board of Directors at its meeting held on 19th March, 2015 declared
interim dividend of Rs. 5/- per equity share of face value of Rs.5/-
per equity share (100%) for the financial year 20142015 to those
shareholders whose names were in the Register of Members as on 31st
March 2015.
With this, the company''s total dividend payout is 300% for the
financial year 2014-2015.
9. Closure of Register of Members and Share Transfer Books :
The Register of Members and Share Transfer books of the company will be
closed with effect from 12th June, 2015 to 23rd June, 2015 (both days
inclusive).
10. Transfer to Reserves
The company did not transfer any amounts to General Reserve during the
year.
11. Corporate Governance
Your Company has been complying with the provisions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. A
separate report on Corporate Governance along with Auditors''
certificate on compliance of the Corporate Governance norms as
stipulated in Clause 49 of the Listing Agreement and Management
Discussion & Analysis forming part of this report are provided
elsewhere in this Annual Report.
12. Transfer to Investor Education and Protection Fund
As required under the provisions of Section 205A and 205C and other
applicable provisions of Companies Act, 1956 (the corresponding
provisions in the Companies Act, 2013 have not been notified, and hence
the earlier law is still applicable in respect of these provisions),
dividends that remain unpaid/unclaimed for a period of seven years, are
to be transferred to the account administered by the Central Government
viz: Investor Education and Protection Fund ("IEPF"). Once the amounts
that are due for refund are transferred to the IEPF, no claim shall lie
in respect of those amounts against the Company. The Company had
transferred unpaid dividend amounts within the stipulated time to the
IEPF. During the financial year 2014-15, unpaid or unclaimed dividend
for the Final dividend declared as on 31st March 2007 amounting to
Rs.5,92,968 was transferred to Investors Education and Protection Fund.
The Board draws your attention that the unclaimed/unpaid dividend for
the Final Dividend declared as on 31st March 2008 is due for transfer
to IEPF during August 2015. Members, who have not yet encashed their
dividend warrant(s) or those who are yet to claim their dividend
amounts which was declared for the financial year ended 31st March
2008, may write to the Company/Company''s Registrar and Share Transfer
Agent, Karvy Computershare Private Limited.
13. Conservation of energy, technology absorption, foreign exchange
earnings and outgo
The particulars as prescribed under Section 134(3)(m) of the Act, read
with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in the
Annexure 3 to this Report.
14. Particulars of employees
Information pursuant to the provisions of Rules 5(2) & 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are attached to this Report in Annexure 4. Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, exempts from inclusion, the particulars of employees posted and
working outside India not being directors or their relatives, drawing
more than Rs. 6 million per financial year or Rs. 500,000 per month,
but requires such particulars shall be furnished to the Registrar of
Companies. Hence, the statement included in Annexure 4 does not contain
the particulars of employees who are posted and working outside India.
Any Member interested in obtaining a copy of such details may write to
the Company in this regard.
15. Directors'' responsibility statement as required under Section 134
(5) of the Companies Act, 2013
Pursuant to the provisions of Section 134 (5) of the Companies Act,
2013 the Directors of your company 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 or 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 have prepared the Annual Accounts on a "going concern
basis" and
e) The Directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
Explanation : For the purposes of this clause, the term "Internal
Financial Controls" means the policies & procedures adopted by the
company for ensuring the orderly and efficient conduct of its business,
including adherence to company''s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy
& completeness of the accounting records, and the timely preparation of
liable financial informations;
f) The Board of Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
16. Board Meetings, Board of Directors, Key Managerial Personnel &
Committees of Directors
(a) Board Meetings:
The Board of Directors of the Company met 7 times during the year
2014-15. The details of various Board Meetings are provided in the
Corporate Governance Report. The gap intervening between two meetings
of the board is as prescribed in the Companies Act, 2013 (hereinafter
"the Act").
(b) Changes in Directors & Key Managerial Personnel
(b-1) Directors :
1. Mr.Arun Jain had expressed his intention to relinquish his
designation as Managing Director and the Board of Directors of the
Company at its meeting held on 7th November 2014 have approved the same
and effective 7th November 2014, Mr.Arun Jain became the Chairman and
Whole Time Director of the Company.
2. With effect from 7th November, 2014, Mr. Jitin Goyal has been
appointed as Executive Director, subject to approval of the members in
the ensuing Annual General Meeting.
3. With effect from 7th November, 2014, Dr.Theodore Roosevelt Malloch
Jr. has been appointed as Executive Director & Vice Chairman and then
re-designated as Non-Executive Director in the meeting held on 30th
April, 2015, subject to the approval of the members in the ensuing
Annual General Meeting.
4. With effect from 22nd January, 2015, Mr. Jonathan Eric Beyman has
been appointed as the Executive Director and re-designated as
Non-Executive Director in the Board Meeting held on 30th April, 2015,
subject to the approval of the members in the ensuing Annual General
Meeting.
5. With effect from 19th March, 2015 Mrs. Uma Ratnam Krishnan has been
appointed as Independent Director, subject to the approval of the
members in the ensuing Annual General Meeting.
(b-2) : Key Managerial Personnel :
During the year, Mr.N.M.Vaidyanathan, was appointed as Chief Financial
Officer of the Company with effect from 4th March 2015 in place of
Mr.S. Swaminathan, who resigned from the post of Chief Financial
Officer on 14th October 2014.
During the year, Mrs. Christina Pauline Beulah was appointed as Company
Secretary and Compliance Officer of the Company on 7th November 2014 in
place of Mr.V.V.Naresh, who resigned from the post of Company Secretary
and Compliance Officer on 14th October 2014.
(c) Re-Appointment
As per Article 10.22 of the Articles of Association of the Company, one
third of the Directors are liable to retire by rotation at the Annual
General Meeting of the Company. The following Directors retire by
rotation and being eligible, offer themselves for re-appointment at the
ensuing Annual General Meeting:
1. Mr.Abhay Agarwal (DIN: 00042882)
2. Mr.Rajesh Mehta (DIN: 06410765)
Brief resumes of the Director(s), as required under the provisions of
Clause 49 of the Listing Agreement is furnished along with the
Explanatory Statement to the notice to the 22nd Annual General Meeting.
(d) Independent Directors
The following independent directors who were appointed in 21st Annual
General Meeting for a period of three (3) years continue to be on the
Board till the conclusion of 24th Annual General Meeting of the Company
in the calendar year 2017, not liable to retire by rotation.
Mr.R.C.Bhargava
Dr.Ashok Jhunjhunwala
Mr.Arvind Kumar
Mr.Raju Venkatraman
Mr.V.Balaraman
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Act, that they meet
the criteria of independence as laid down in Section 149(6) of the Act.
(e) Details of remuneration to Directors: The information relating to
remuneration of directors as required under Section 197(12) of the Act,
is given in Annexure 5.
(f) Board Committees
The Company has the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration and Compensation committee
3. Stakeholder''s Relationship committee
4. Corporate Social Responsibility committee
Sub-committees:
1. Share transfer Committee
2. Investment Committee
3. Special Committee
The composition of each of the above Committees, their respective role
and responsibility is as detailed in the Report of Corporate
Governance. The Lokhandwala property Committee was dissolved on the
30th of April 2015.
The policy framed by the Nomination and Remuneration and Compensation
committee under the provisions of Section 178(4) of the Act, is as
below:
Remuneration policy
The remuneration policy of the Company has been so structured in order
to match the market trends of the IT industry. The Board in
consultation with the Nomination and Remuneration & Compensation
Committee decides the remuneration policy for directors. The Company
has made adequate disclosures to the members on the remuneration paid
to Directors from time to time. Remuneration/ Commission payable to
Directors is determined by the contributions made by the respective
directors for the growth of the Company.
(g) Board Evaluation
As required under the provisions of Section 134(3)(p) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried
out an annual performance evaluation of its own performance, and the
manner in which such performance evaluation was carried out is as
under:
The performance evaluation framework is in place and has been
circulated to all the directors to seek their response on the
evaluation of the entire Board and independent directors. The
Nomination and Remuneration & Compensation Committee shall carry out
evaluation of director''s performance.
The criteria of evaluation is exercise of responsibilities in a bona
fide manner in the interest of the Company, striving to attend meetings
of the Board of Directors / Committees of which he is a member/ general
meetings, participating constructively and actively in the meetings of
the Board / committees of the Board etc.
(h) Vigil Mechanism
The Company has established a whistle-blower policy and also
established a mechanism for directors and employees to report their
concerns. The details of the same is explained in the Corporate
Governance Report.
(i) Related Party Transactions
All related party transactions that were entered into during the
financial year were on an arm''s length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
The details of the related party transactions as required under Section
134(3)(h) of the Companies Act 2013, r/w Rule 8 of the Companies
(Accounts) Rules, 2014, is attached as Annexure 6.
16. Auditors
Financial Auditors: M/s. S.R.Batliboi & Associates LLP, Chennai,
Chartered Accountants who are the Financial Auditors of the Company
hold office as financial auditors until the conclusion of the 23rd
Annual General Meeting of the company to be held in the calendar Year
2016. Their appointment is subject to ratification by the members at
the 22nd annual general meeting.
Secretarial Audit: Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, Secretarial Audit has been carried
out by M/s. S Eshwar, Company Secretaries, and his report is annexed as
Annexure 7.
17. Fixed Deposits
Our Company has not accepted any deposits during the financial year and
as such, no amount of principal or interest was outstanding as on March
31, 2015.
18. Social Connect
Ullas Trust
A humble initiative which started in 1997 with just 32 children has
today turned into a silent movement exemplifying the power of inclusive
CSR. So far, Ullas Trust has awarded more than 50,000 scholarships to
students in schools across Chennai, Hyderabad, Mumbai and Delhi. More
than merit based scholarships, there has been active support from the
associate community in the mentoring programs called SUMMIT, packaged
in modules of five interventions per year over the four year period of
a child''s association with Ullas. During this academic year, over six
thousand children studying in Corporation and Government schools in the
four metros attended these life skills program. This year under the
rural re-connect "Touch the Soil" program, we ignited 1,47,435 young
minds with the support of 498 volunteers across 4 states and 86
districts in rural India
Ullas - Chennai
Ullas Trust celebrated its 17th Annual workshop on Aug 30th, 2014 in
The Music Academy auditorium where over 1000 Ullas achievers from class
IX participated in the " Can DO" workshop and were awarded Ullas Young
Achievers Scholarships. Continuing its unrelenting endeavor of
recognizing academic excellence in students from Corporation,
Government and Government aided schools, the Ullas Trust awarded
scholarships to students from 244 schools in Chennai. As part of the
Touch the Soil initiative, volunteer teams went to 285 schools from all
32 districts headquarters of Tamil Nadu to conduct the ''Can Do''
workshops in these schools thus covering 1,00,928 children. In addition
to that, 139 students were awarded Higher Education Scholarships for
pursuing professional courses in colleges. Ullas also sponsored Easy
Learning of English (ELE) classes for the 6th to 8th Std children in 19
schools of Three districts in Tamil Nadu covering 2733 students through
collaboration with a local NGO-Vidyarambam. Ullas Summit Level-1 was
successfully conducted in 37 schools in 12 districts of Tamil Nadu
covering 4474 students, by joining hands with our partners -
Vidyarambam Trust, Talent Quest for India and Entecon.
Ullas - Mumbai
Around 500 students from 13 municipal and 10 Govt - aided schools were
awarded scholarships in the Mumbai workshop held in Mahakavi Kalidas
Natya Mandir on November 22nd, 2014. The Diary of Dreams session was
very interactive making the students participate by penning down their
dreams. 98 associates volunteered to travel to different zones in
Mumbai to participate as Mentors in the SUMMIT classes in local schools
and conducted the classes there during the weekends. As part of the
Touch the Soil initiative, volunteer teams went to 45 schools in 9
rural districts of Maharashtra to conduct the ''Can Do'' workshops in
these schools thus covering approx 9073 children.
Ullas - Hyderabad
In Hyderabad, 250 students eagerly participated in the Hyderabad Annual
Workshop on November 29th, 2014 which was held at The Capital, Polaris
Hyderabad office premises. The Young Achievers entertained everyone
with a few cultural performances. The Diary of Dreams workshop was very
interactive and enabled students to share their dreams. SUMMIT classes
were a great hit at Hyderabad which saw the participation of not only
the Ullas children but also their friends who attended the classes in
order to improve their communication skills. As part of the Touch the
Soil initiative, volunteer teams went to 178 schools from 25 districts
headquarters of Andhra Pradesh to conduct the ''Can Do'' workshops in
these schools thus covering approx 23,902 children.
Ullas - Delhi
The Delhi Chapter of Ullas conducted their Annual Workshop on November
16th, 2013 where 250 Young Achievers participated from NCR. The Diary
of Dreams Workshop conducted went down very well with children
interacting cheerfully with the Ullas Volunteers. In Delhi the
volunteers also travelled to schools to take the SUMMIT classes in the
school premises. As part of the Touch the Soil initiative, volunteer
teams went to 48 schools from all 9 districts of NCR to conduct the
''Can Do'' workshops covering approximately 6425 children.
Ullas - Pune
The Pune Chapter of Ullas conducted their Annual Workshop in a school
on December 20th, 2014 where 100 Young Achievers participated and 10
were awarded scholarships. As part of the Touch the Soil initiative,
volunteer teams went to 35 schools from 7 districts of Maharashtra to
conduct the ''Can Do'' workshops covering approx 6390 children.
19) Audit Committee Recommendation
During the year all the recommendations of the Audit Committee were
accepted by the Board. The Composition of the Audit Committee is as
described in the Corporate Governance Report.
20) Extract of Annual Return
The details forming part of the extract of the Annual Return in Form
MGT 9 is annexed herewith as Annexure [8].
21) Significant & Material Orders passed by the Regulators or Courts
During the Financial year 2014-15, the Company has obtained an order
from Hon''ble High Court of Judicature, Madras dt.15/09/2014 on
24/09/2014 approving the Scheme of Arrangement-cum-Demerger for
demerger of Products Business Undertaking of the Company into Intellect
Design Arena Limited.
22) Risk Management Policy: -
The Company continues to use the Risk Management Framework adopted by
the Board of Directors on January 21, 2005. The framework provides an
integrated approach for managing the risks in various aspects of the
business. A write up on the above is provided in the Management
Discussion and Analysis Report.
23) Corporate Social Responsibility: Details of the policy and
implementation of the CSR activities during the year are as provided
under Annexure 9.
24) Disclosure as required under Section 22 of 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. The Internal
Complaints Committee ("ICC") has been set up to redress the complaints
received regarding sexual harassment. All employees are covered under
this policy.
The following is the summary of the complaints received and disposed
off during the financial year 2014-15:
a) No. of complaints received: NIL
b) No. of complaints disposed off: NIL
25) Listing Fees
The Company confirms that it has paid the annual listing fees for the
year 2015-16 to both National Stock Exchange and Bombay Stock Exchange.
26) Acknowledgement
Your Directors take this opportunity to express the gratitude to all
investors, clients, vendors, bankers, Regulatory and Government
authorities, Stock Exchanges and business associates for their
cooperation, encouragement and continued support extended to the
Company. Your Directors also wish to place on record their appreciation
to the Associates for their continuing support and unstinting efforts
in ensuring an excellent all round operational performance at all
levels.
By Order of the Board
For Polaris Consulting & Services Limited
(formerly known as Polaris
Financial Technology Limited)
Place: Chennai Arun Jain
Date : April 30, 2015 Chairman
Mar 31, 2013
To the members,
The are pleased to present the Twentieth Annual Report on our business
and operations for the year ended 31st March 2013.
1. Results of operations
(Rs. in Lakhs, except EPS data)
Standalone Consolidated
Description March 31, March 31, March 31, March 31,
2013 2012 2013 2012
Income
(Including Other
Income) 189,052.02 179,748.90 229,277.02 209,544.73
Expenses 163,852.24 152,058.70 199,349.90 176,307.61
Profit before
Interest, 25,199.78 27,690.20 29,927.12 33,237.12
Depreciation &
Tax (PBIDTA)
Finance Charges 190.50 109.11 249.08 170.55
Depreciation
& amortization 4,634.35 3,932.83 5,369.09 4,723.07
Net Profit Before Tax 20,374.93 23,648.26 24,308.95 28,343.50
Provision for tax
including 3,669.23 4,796.83 4,903.67 6,300.29
Deferred Tax
Net Profit after tax 16,705.70 18,851.43 19,405.28 22,043.21
Add/ (Less): Share
of Profit / (Loss) - - 452.01 -
on Associate
Companies
Add / (Less):
Minority Interest - - 223.03 27.65
Share of Loss /
(Profit)
Net Profit 16,705.70 18,851.43 20,080.32 22,070.86
EPS
Basic Rs. 16.79 18.98 20.19 22.22
Diluted Rs. 16.76 18.92 20.15 22.15
2. Business Performances
The consolidated revenue of Polaris Financial Technology Limited from
Software Development services and Products for the year ended March 31,
2013 stood at Rs.225,863.10 lakhs as against the previous year''s
revenue of Rs.204,915.14 lakhs. The consolidated Net Profit for the
fiscal year ended March 31, 2013 stood at Rs.20, 080.32 lakhs as
against the previous year''s consolidated Net Profit of Rs.22,070.86
lakhs. The reserves and surplus increased to Rs.129,297.15 lakhs
(2012-13) from Rs.117,009.15 lakhs (2011-12).
In an endeavour to maximise shareholder value, Boston Consulting Group
(BCG) was asked by the Management team to do a strategic study on our
current segmental strategy as it relates to Services and Products
segments.
Based on a report from BCG, the Board asked the Management team to
explore with further analysis of any possible restructuring options and
make recommendations.
A Task Force was set up with four member Senior leaders including a
Chairperson, to conduct this study of options including formal
segmenting of business between services and products and any likelihood
of seeking or making additional strategic investments.
Task force, after a detailed analysis and study, gave a detailed update
to the Board of Directors and the Board reviewed the information
provided and authorized the management to take appropriate decisions.
3. Subsidiaries
The Ministry of Corporate Affairs (MCA), Government of India vide its
Circular No.2/2011 dated February 8, 2011 has granted general exemption
under Section 212(8) of the Companies Act, 1956 subject to certain
conditions being fulfilled by the Company. As required in the circular,
the Board of Directors of the Company at its meeting held on April 27,
2013 passed a resolution giving consent for not attaching the Balance
Sheet of subsidiary company(s).
The requisite information about subsidiaries is furnished elsewhere in
this Annual Report. Shareholders who wish to have a copy of the full
report and accounts of the subsidiary(s) would be provided the same on
receipt of a written request and those documents will be made available
for inspection at the Registered Office on any working day at the
business hours during the notice tenure of Annual General Meeting.
4. Cash & Cash Equivalents
Polaris liquidity remains healthy with a cash reserve of Rs.489.76
crores. The DSO is at an impressive 63 days.
5. Share Capital
During the year, under ASOP 2003 Scheme the Company has allotted 63,700
equity shares of Rs.5 each to 27 employees, which includes Directors.
Further your company during this year, under ASOP 2004 Scheme
transferred 34,800 equity shares of Rs.5 each to 14 associates of
Orbitech Employees Welfare Trust, on exercise of the options granted
under the said scheme and 277 shares have been allotted, pursuant to
Optimus demerger based on scheme of demerger as approved by Honourable
High Court of Chennai.
No options were exercised during the year under Schemes ASOP 2011 and
ASOPT 2011.
As a result of the above allotments the issued, subscribed and paid-up
equity share capital of the company was increased from Rs.497,210,485
comprising of 99,442,097 equity shares of Rs.5 each as on 1st April
2012 to Rs.497,530,370 comprising of 99,506,074 numbers of equity
shares of Rs.5 each as on March 31, 2013.
6. Research and Development Design Centre
Polaris is deeply committed to fostering a culture of innovation,
research and learning to actively support the Financial Services
industry, be it their acceleration agenda or rationalisation agenda or
transformational agenda. We believe that offshore development centers
need to now move to collaborative research centers, where the
customers, technology providers and eco system partners come together
to explore "possibilities" and connect business, technology and
operations more smoothly, in order to drive unprecedented productivity
gains. Your company took a big step by investing in a unique design
center, FT 8012.
8012 FT Design Center is the world''s first Center dedicated to
Financial Technology and is spread over 30,000 sq. ft at Polaris in
Chennai. The Center is the culmination of over two decades of the
company''s singular focus on the Banking and Financial Services vertical
and stands testimony to Collaborative Design emerging as the next big
game changer for Financial Technology and Financial Institutions.
The Center is equipped with a holistic array of product offerings,
domain-rich solutions, proprietary frameworks and methodologies to
craft impactful solutions. The entire physical space is designed
uniquely to stimulate the collective genius of diverse teams, expand
their thinking and explore possibilities. The Center launched five
major technologies that can enable banks deliver superior customer
experience and unprecedented operational productivity. These include:
- Master Process Exchange (MPX) technology to connect business and
technology
- Canvas technology that is envisaged to drive front-office
efficiencies
- Hub technology that will drive back-office efficiencies
- Workplace technology that will bring out the collective genius of
diverse teams
- FT Grid technology for inclusive and exclusive banking
7. Dividend
We propose a final dividend of Rs. 5/- per share upon approval of the
shareholders at the 20th Annual General Meeting. This dividend will be
paid out of the profits of the Company.
The Register of Members and Share Transfer books of the company will be
closed w.e.f 30th July, 2013 to 8th August, 2013 (both days inclusive).
8. Corporate Governance
Your Company has been complying with the provisions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. A
separate report on Corporate Governance along with Auditors''
certificate on compliance of the Corporate Governance norms as
stipulated in Clause 49 of the Listing Agreement and Management
Discussion & Analysis forming part of this report are provided
elsewhere in this Annual Report.
9. Conservation of energy, technology absorption, foreign exchange
earnings and outgo
The particulars, as prescribed under clause (e) of sub-section (1) of
Section 217 of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are set out in the Annexure to the Directors'' report section.
10. Particulars of employees
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
the names and other particulars of employees are set out in the
Annexure to the Directors'' Report section. However, as per the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the
Annual Report excluding the aforesaid information is being sent to all
the members of the Company and others entitled thereto. Any member
interested in obtaining such particulars may write to the Company
Secretary at the registered office of the Company.
11. Directors'' responsibility statement as required under Section
217(2AA) of the Companies Act, 1956
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 the Directors of your company confirm that:
i) In the preparation of the Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) The Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for that period;
iii) 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.
iv) The Directors had prepared the Annual Accounts on a "going
concern basis".
12. Directors
Mr. Arvind Kumar and Mr. Satya Pal, Directors of the Company are
retiring by rotation at the forthcoming Annual General Meeting of the
Company.
Mr. Satya Pal is unable to offer himself for reappointment in the
ensuing annual general meeting due to personal reasons. He is also the
Chairperson of the shareholders'' committee. The Directors place on the
record their appreciation of the valuable contribution made by him.
Mr. Arvind Kumar, being eligible, offers himself for reappointment.
Since the conclusion of the last Annual General Meeting, the Board of
Directors appointed Mr. Rajesh Mehta and Mr. V.Balaraman as additional
directors on the Board. As per Section 260 of the Companies Act, 1956,
an Additional Director holds office upto the date of the ensuing Annual
General Meeting.
Notices under section 257 of the Companies Act, 1956 have been received
by the Company from the member(s) for the appointment of Mr. Rajesh
Mehta and Mr. V.Balaraman, as Directors of the Company.
13. Auditors
M/s S.R.Batliboi & Associates LLP, Chennai Chartered Accountants who
are the Statutory Auditors of the Company retire at the forthcoming
Annual General Meeting and are eligible for re-appointment. The
retiring auditors have furnished a certificate of their eligibility for
re-appointment with the provisions of Section 224(1B) of the Companies
Act, 1956 and have indicated their willingness to be re-appointed.
14. Auditor''s Qualification and Management reply Auditor''s
Qualification
Attention is drawn to Note 12(III)C to the financial statements
regarding investments and advances aggregating Rs.90.30 Crores in
IdenTrust Inc a subsidiary of the Company. Pursuant to an order
received from the Committee on Foreign Investment in the United States,
the Board of Directors have decided to sell its investment and is in
the process of finalizing a prospective buyer and completing the
transaction. Pending disposal of the investment and in the absence of
the estimated realizable value, we are unable to comment on carrying
value of such investments and advances in the books of the Company and
the consequential adjustments thereof that may be required to the
accompanying financial statements.
Attention of the members is also drawn to the Auditors'' Report on the
consolidated financial statements on this issue.
Management Reply
IdenTrust Inc., (Iden Trust) a subsidiary of the Company, a company
engaged in the business of trusted identity solutions and digital
identity authentication services based in the United States. During the
current year, the Company has received an order from Committee on
Foreign Investment in United States (CFIUS) that the business of
IdenTrust is critical to United States security infrastructure and
therefore ruled that the Company must be controlled by a US management
and imposed certain restriction of the operations of the Company.
Pursuant to the order, the Board of Directors have made a decision to
sell its investment in IdenTrust Inc., and are in the process of
finalizing a prospective buyer and completing the transaction.
Management is confident of being able to complete the transaction
shortly and expects a positive return on such sale. Hence the
management believes that investment / advances can continue to be
carried at cost and there is no requirement for any impairment /
recoverability provision.
A detailed table, summarizing the revenues, profits, assets,
liabilities and Cash Flows attributable to this operation is given
under Note No.32 to Consolidated Financial Statements. Also the
members'' attention is drawn to note no.13(iv)(a) of consolidated
financial statements.
15. Fixed Deposits
Your Company has not accepted any deposits during the financial year
and as such, no amount of principal or interest was outstanding on the
date of the Balance Sheet.
16. Social Connect Ullas Trust
A humble initiative which started in 1997 with just 32 children has
today turned into a silent movement exemplifying the power of inclusive
CSR. So far, Ullas Trust has awarded more than 30,000 scholarships to
students in schools across Chennai, Hyderabad, Mumbai and Delhi. More
than merit based scholarships; there has been active support from the
associate community in the mentoring programs called SUMMIT, packaged
in modules of five interventions per year over the four year period of
a child''s association with Ullas. This year under "Touch the Soil"
program, we targeted to ignite 1 lakhs young minds but with the support
of 725 volunteers we touched 1.67 lakhs students
Ullas - Chennai
Ullas Trust celebrated its 15th Annual workshop on Sep 1st, 2012 in
Music Academy where over 1200 Ullas achievers from IX participated in
the " Can DO" workshop and were awarded Ullas Young Achievers
Scholarships. Continuing its unrelenting endeavor of recognizing
academic excellence in students from Corporation, Government and
Government aided schools, the Ullas Trust awarded scholarships to
students across from 218 schools in Chennai. As part of the Touch the
Soil initiative, volunteer teams went to 441 schools from all 32
districts headquarters of Tamil Nadu to conduct the ''Can Do'' workshops
in these schools thus covering approx 82386 children. In addition to
that, 208 students were awarded Higher Education Scholarships for the
pursuing professional courses. Ullas also sponsored easy learning of
English (ELE) classes for the 6th to 8th STD children in 32 schools of
five districts in Tamil Nadu covered 4800 students through
collaboration with a local NGO-Vidyarambam. These classes were also
conducted at our Social Engineering hub at Killai, in the Government
school premises.
Ullas - Mumbai
Around 857 students from 23 municipal schools were awarded scholarships
in the Mumbai workshop held on December 29th , 2012. The Dairy of
Dreams session was very interactive making the students participate by
penning down their dreams. The teamwork of around 50 associates who
volunteered to travel to different zones in Mumbai, kick started the
SUMMIT classes with a methodology of going to schools and conducting
the classes there during the weekends. As part of the Touch the Soil
initiative, volunteer teams went to 62 schools from all 16 districts
headquarters of Maharashtra to conduct the ''Can Do'' workshops in these
schools thus covering approx 8209 children.
Ullas - Hyderabad
In Hyderabad, 409 students eagerly participated in the Hyderabad Annual
Workshop on March 16th ,2012 which was held at Vasavi Auditorium,
Lakdi-ka-pul. The Young Achievers entertained everyone with a few
cultural performances. The Dairy of Dreams workshop was very
interactive and enabled students to share their dreams. SUMMIT classes
were a great hit at Hyderabad which saw the participation of not only
the Ullas children but also their friends who attended the classes in
order to improve their communication skills. As part of the Touch the
Soil initiative, volunteer teams went to 833 schools from all 17
districts headquarters of Andhra Pradesh to conduct the ''Can Do''
workshops in these schools thus covering approx 73929 children.
Ullas - Delhi
The Delhi Chapter of Ullas conducted their Annual Workshop on November
3rd , 2012 where 322 Young Achievers participated from NCR. The Dairy
of Dreams Workshop conducted went down very well with children
interacting cheerfully with the Ullas Volunteers. In Delhi the
volunteers also travelled to schools to take the SUMMIT classes in the
schools. As part of the Touch the Soil initiative, volunteer teams went
to 58 schools from all 11 districts headquarters of NCR to conduct the
''Can Do'' workshops in these schools thus covering approx 3047 children.
Mother Teresa Special award for Corporate Citizenship was conferred on
ULLAS by Loyola Institute Of Business Administration, Chennai World HRD
congress recognised ULLAS for its contribution to cause of education
SAMPADA
SAMPADA - Special Appreciation and Mentoring Program Acknowledging
Differently Abled is an inclusion program at Polaris where our SAMPADA
colleagues are referred to as "Distinctly abled" rather than
differently abled. Around 18% of associates at the Intellect Products
Group business solution centre are SAMPADA colleagues. This unit
designs and implements high performance banking solutions to over 52
banks across globe and offers the best Price to performance ratio for
the solutions. As part of the rural out-reach program, around 300
beneficiaries in remote districts of Tamil Nadu received orthotic
supports under a collaboration model with a local NGO-Freedom Trust.
17. Acknowledgement
Your Directors take this opportunity to express the gratitude to all
investors, clients, vendors, bankers, Regulatory and Government
authorities, Stock Exchanges and business associates for their
cooperation, encouragement and continued support extended to the
Company. Your Directors also wish to place on record their appreciation
to the Associates for their continuing support and unstinting efforts
in ensuring an excellent all round operational performances at all
levels.
By Order of the Board
For Polaris Financial Technology Limited
Place: Chennai Arun Jain
Date : April 27, 2013 Chairman & Managing Director
Mar 31, 2011
We are delighted to present the report on our business and operations
for the year ended March 31, 2011.
1. Results of operations
(Rs. in Lacs, except per share data)
STANDALONE FINANCIALS March 31, 2011 March 31, 2010
Revenue
Income from Software
Services & Products 137,596.45 114,347.69
Other Income 6,267.17 (378.36)
Total Income 143,863.62 113,969.33
Expenditure
Software Development & Other
Operating 119,567.98 96,366.50
Expenditures
Finance charges & Depreciation 2,677.87 2,592.01
Total Expenditure 122,245.85 98,958.51
Profit Before Tax (PBT) 21,617.77 15,010.82
Less:
Income Taxes 2,914.99 1,946.50
Profit After Tax (PAT) 18,702.78 13,064.32
Surplus brought forward 36,019.06 28,312.27
Profit available for appropriation 54,721.84 41,376.59
Appropriations
Total Dividend 4,465.02 3,462.63
Dividend Tax 717.65 588.47
Transferred to General Reserve 1,900.00 1,306.43
Balance carried to Balance Sheet 47,639.17 36,019.06
Earnings Per Share (EPS)
Basic Rs. 18.87 13.23
Diluted Rs. 18.74 13.11
CONSOLIDATED FINANCIALS March 31, 2011 March 31, 2010
Total Income 164,540.09 134,645.54
Total Expenditure 137,243.45 113,173.80
Profit Before, Interest,
Depreciation & Tax (EBIDTA) 27,296.64 21,471.74
Finance Charges & Depreciation 3,480.73 3,592.62
Profit Before Tax (PBT) 23,815.91 17,879.12
Profit After Tax (PAT) 20,245.97 15,284.24
Earnings Per Share (EPS)
Basic Rs. 20.43 15.48
Diluted Rs. 20.28 15.34
2. Business performance
The consolidated revenue of Polaris Software Lab Ltd from Software
development services, products and Business Process Management for the
year ended March 31, 2011 stood at Rs.158,633 Lacs, as against the
previous years revenue of Rs.135,376 Lacs. The consolidated Net Profit
for the fiscal year ended March 31, 2011 stood at Rs.20,246 Lacs as
against the previous years consolidated Net Profit of Rs.15,284 Lacs.
The reserves and surplus increased to 98,295 Lacs (2010-11) from
Rs.82,299 Lacs (2009-10).
Our software services engagements are driven with business benefits &
long-term relationship vision. We have nurtured strong relationships
through sustained delivery of value and it is with considerable pride
that we would like to share that we are celebrating 26 years our
continued relationship with Citibank, one that is based on sustained
and growing value.
3. Subsidiaries
The names of the subsidiaries of your Company along with its country(s)
of incorporation are given below:
1 Polaris Software Lab Pty Ltd Australia
2 Polaris Software Lab Canada Inc Canada
3 Polaris Software Lab Chile Limitada Chile
4 Polaris Software Lab (Shanghai) Co Ltd China
5 Polaris Software Lab GmbH Germany
6 Polaris Software Lab Ltd Great Britain
7 Polaris Software Lab Ireland Ltd Ireland
8 Polaris Software Lab Japan KK Japan
9 Polaris Software Lab Sdn Bhd. Malaysia
10 Polaris Software Lab B.V Netherlands
11 Polaris Software Lab Pte Ltd Singapore
12 Polaris Software Lab S.A Switzerland
13 Polaris Software Lab Inc
(Formerly Intellect SEEC Inc) USA
14 Polaris Software Lab Vietnam
Company Ltd. Vietnam
15 Polaris Enterprise Solutions Ltd
(Formerly Polaris Retail Infotech
Ltd) India
16 Optimus Global Services Ltd India
17 SEEC Technologies Asia Private Ltd India
18 Laser Soft Infosystems Ltd. India
19 Indigo Tx Software Private Ltd India
20 SFL Properties Private Ltd India
The financial statements of subsidiaries have to be published in the
Annual Report, pursuant to the provisions of Section 212 of the
Companies Act, 1956.
The Ministry of Corporate Affairs, Government of India, issued a
General Circular No.2/2011 dated February 8, 2011 and granted a general
exemption for complying with the provisions of Section 212 of the
Companies Act, 1956 subject to certain conditions. Accordingly, the
Board of Directors of the Company at its meeting held on April 28, 2011
decided to comply with the conditions as stipulated in the said
circular. A brief of the conditions are given hereunder for reference:
(i) The annual accounts of the subsidiary(s) and other related
information shall be made available to shareholders of the holding and
subsidiary Companies and on demand the copies of the same shall also be
furnished to the shareholders.
(ii) The annual accounts of the subsidiary(s) shall be kept for
inspection to the shareholders in the Registered office of the Company
and or the subsidiaries concerned;
(iii) The statement of financials of the subsidiaries will form part of
the abridged Annual Report.
4. Cash & Cash equivalents
Polaris liquidity remains healthy with zero-debt and a cash reserve of
over Rs.51,406 Lacs. The DSO is at an impressive 45 days.
5. Share Capital
During the year, under ASOP 2003 Scheme the company has allotted
2,34,450 equity shares of Rs.5/- each to 121 Associates / Directors. As
a result of the above allotments the issued, subscribed and paid-up
equity share capital of the company was increased from Rs.494,805,735/-
comprising of 98,961,147 equity shares of Rs.5/- each as on March 31,
2010 to Rs.495,977,985/- comprising of 99,195,597 number of equity
shares of Rs.5/- each as on March 31, 2011. Further your company during
this year, under ASOP 2004 Scheme transferred 72,900 equity shares of
Rs.5/- each to 22 associates of Orbitech Employees Welfare Trust, on
exercise of the options granted under the said scheme.
6. Dividend
We propose a dividend of Rs.4.50 per share (90%) upon approval of the
shareholders at the 18th Annual General Meeting; this dividend will be
paid out of the profits of the company.
The transfer books and register of members of the company will be
closed w.e.f July 11 to July 20, 2011 (both days inclusive).
7. Corporate Governance
Your company has been complying with the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. A
separate report on Corporate Governance along with Auditors
certificate on compliance with of the Corporate Governance norms as
stipulated in Clause 49 of the Listing Agreement and Management
Discussions & Analysis forming part of this report are provided
elsewhere in this Annual Report.
8. Conservation of energy, technology absorption, foreign exchange
earnings and outgo.
The particulars, as prescribed under clause (e) of sub-section (1) of
Section 217 of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are set out in the Annexure to the Directors report section.
9. Particulars of employees
As required under the provisions of Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, a statement showing the names and other particulars of
employees are set out in the Annexure to the Directors Report, forming
part of the complete version of the Annual Report for the year 2010-11.
Pursuant to the exemption given under the Section 219(1)(b)(iv) of the
Companies Act, 1956 the said annexure has not been enclosed with the
Directors Report forming part of the abridged version of the Annual
Report 2010-11.
10. Directors responsibility statement as required under section
217(2AA) of the Companies Act, 1956
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 the Directors of your company confirm that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for that period;
(iii) 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.
(iv) The Directors had prepared the Annual Accounts on a "Going concern
basis".
11. Directors
Messrs Dr.Ashok Jhunjhunwala and Mr.R.C.Bhargava, Directors of the
company are retiring by rotation at the forthcoming Annual General
Meeting of the company and being eligible offer themselves for
re-appointment.
Mr.Anil Khanna and Mr.Anil Nagu, Directors of the company resigned from
the directorship of the Company w.e.f July 12, 2010 & August 02, 2010
respectively.
12. Associate (Employee) Stock Option Schemes (ASOP)
ASOP 2003 & 2004 (Details of options during the year 2010-11)
Particulars ASOP 2003 ASOP 2004
Options outstanding as on April 01, 2010 2,880,300 609,500
The pricing formula Market value Market value
Options granted during the year 735,000 165,000
Options exercised during the year 234,450 72,900
Total number of shares arising
as a result of exercise 234,450 72,900
of Options
Money realized by exercise
of Options (in Rs. Crores) 2.02 0.30
Total number of Options in force 2,981,850 627,700
Particulars/information
under ASOP 2003 scheme March 31, 2011 March 31,2010
Weighted average exercise price (Rs.) 185.57 143.51
Weighted average fair value (Rs.) 97.56 75.29
(i) Details of number of options
granted to Senior Management
Personnel: ASOP 2003 162,000
ASOP 2004 40,000
(ii) Employee receiving 5% or more of
the total number of Options Nil
granted during the year
(iii) Employees granted Option equal
to or exceeding 1% of the issued Nil
capital
Diluted Earnings Per Share (EPS) pursuant to issue of shares on
exercise of Options
(i) Employee compensation cost using intrinsic method of Rs. Nil
accounting.
(ii) Employee compensation cost using fair value method
of Rs.14,058,968
accounting.
Difference between (i) & (ii) Rs.14,058,968
Impact for the accounting period had the fair value method been used on
the following:
Net results decreased by Rs.14,058,968
Basic EPS will reduce by Rs.0.14
Method and significant assumptions used
to estimate the fair value of Options
under Date of Share Exercise price
Black & Scholes methods, significant grant price(Rs.) (Rs.)
assumptions are:
(a) Risk free rate of
interest à 7.99% 22.04.2010 186.00 185.95
(b) Expected life of Options
2.5 to 6.5 15.07.2010 207.40 207.40
years
(c) Expected volatility 63.06% 19.10.2010 173.85 173.85
(d) Expected dividend
yield 1.37% 21.01.2011 178.15 183.85
(e) Price of the underlying
share in
market at the time of grant
under Share price on the date of grant
ASOP 2003
Your company has granted options to the eligible associates under the
Associate Stock Option Plans 2003 & 2004 as per SEBI Guidelines on
ESOP.
13. Auditors
M/s S.R.Batliboi & Associates, Chennai Chartered Accountants who are
the Statutory Auditors of the company retire at the forthcoming Annual
General Meeting and are eligible for re-appointment. The retiring
auditors have furnished a certificate of their eligibility for
re-appointment with the provisions of Section 224(1B) of the Companies
Act, 1956 and have indicated their willingness to be re-appointed.
14. Fixed deposits
Your company has not accepted any deposits during the financial year
and as such, no amount of principal or interest was outstanding on the
date of the Balance Sheet.
15. Social connect
Ullas Trust
A humble initiative which started in 1997 with just 32 children has
today turned into a revolution of sorts. So far, Ullas Trust has
awarded 25,000 scholarships to students in schools across Chennai and
all districts of Tamil Nadu, seven districts of Andhra Pradesh
including Hyderabad and cities of Mumbai and Delhi. Polaris associates
plan to take this to the grassroot level so that the Trust can achieve
its goal of One Student One Mentor.
Ullas Annual Workshop - Chennai
Ullas Trust celebrated its 13th Annual Workshop on August 21, 2010 in
Chennai where over 2,000 Ullas Achievers from Tamil Nadu participated
in the "Can Do It" workshop and were awarded Ullas Young Achievers
Scholarships. Continuing its unrelenting endeavor of recognizing
academic excellence in students from Corporation, Government and
Government aided schools, the Ullas Trust awarded scholarships to
students from across 176 schools in Chennai and 65 schools from all 32
districts headquarters of Tamil Nadu. In addition to that, 200 students
were awarded Higher Education Scholarships for pursuing professional
courses.
Ullas Annual Workshop - Mumbai
Around 350 students from 9 schools were awarded scholarships in the
Mumbai workshop held on December 11, 2010. The Diary of Dreams session
was very interactive making the students participate by penning down
their dreams. The teamwork of around 45 associates who volunteered to
travel to different zones in Mumbai kick started the Summit classes
with a new methodology of going to schools and conducting the classes
there during the weekends. This was the first time a new procedure was
adapted which was later followed in other chapters also.
Ullas Annual Workshop - Hyderabad
In Hyderabad, 487 students from 96 schools eagerly participated in the
Hyderabad Annual workshop on February 5, 2011 which was held at the
Hyderabad office premises. The Young Achievers entertained everyone
with a few cultural performances. The Diary of Dreams workshop was very
interactive and enabled students to share their dreams. Weekend
Program Summits were a great hit at Hyderabad which saw the
participation of not only the Ullas children but also their friends who
attended the classes in order to improve their communication skills.
The Hyderabad Team took the initiative of ÃTouch the Soil Programme
where the scholarships were given to 256 students from 35 schools
across 6 districts. Associates travelled to the villages and
distributed scholarship cheques.
Ullas Annual Workshop - Delhi
The Delhi chapter of Ullas conducted their Annual Workshop on February
12, 2011 where 267 Young Achievers from 8 schools participated. The
Diary of Dreams Workshop conducted went very well at Delhi with
children interacting cheerfully with the Ullas volunteers. In Delhi
also the volunteers travelled to schools to take the weekend classes in
the schools. Ullas plans to expand its reach to Noida very soon.
SAMPADA
SAMPADA - Special Appreciation and Mentoring Program Acknowledging
Differently Abled is the inclusion programme at Polaris where our
SAMPADA colleagues are referred to as "Distinctly abled" rather than
differently abled. Around 18% of associates at the Intellect Products
Group business solution centre are SAMPADA colleagues. This unit
designs and
implements high performance banking solutions to over 52 banks across
the globe and offers the best Price to Performance ratio for their
solutions.
The SAMPADA initiative was awarded the Best CSR Practise Award at the
6th BSE Social and Corporate Governance Awards in 2010.
16. Impending litigations
Details of impending litigations are furnished in Notes to accounts C2
(iii) & (iv) of significant accounting policies and notes to accounts
provided as an annexure to the complete and full Balance Sheet and
Profit and Loss account of the company for the FY 2010-11.
17. Acknowledgement
Your Directors take this opportunity to thank all investors, clients,
vendors, banks, regulatory and Government authorities and Stock
Exchanges for their continued support. Your Directors also wish to
place on record their appreciation for the contribution made by the
Associates at all levels.
By Order of the Board
For Polaris Software Lab Limited
Arun Jain
Chairman & Managing Director
Place: Chennai
Date: April 28, 2011
Mar 31, 2010
We are delighted to present the report on our business and operations
for the year ended March 31, 2010.
1. Results of operations
( Rs. in Crore, except per share data )
March 31, March 31,
Consolidated financials 2010 2009
Income from Software Services & Products 1,353.76 1,377.94
Software development expenses 870.10 885.40
Gross Profit 483.66 492.54
Selling, Administrative & other
General expenses 261.64 259.02
Operating profit before interest &
Depriciation (PBIDTA) 222.02 233.52
Finance charges 0.91 0.73
Depreciation 35.02 50.52
Oprating Profit before tax 186.09 182.27
Other Income, net 19.12 24.77
Foreign Exchange gain / (loss), net (26.42) (56.38)
Net Profit Before Tax 178.79 150.66
Provision for tax including Deferred Tax 25.53 20.86
Net Profit After Tax 153.26 129.80
Share of profit / loss of
associate companies (0.42) 0.91
Net Profit for the year 152.84 130.71
Surplus brought forward 355.84 275.58
Profit available for appropriation 508.68 406.29
Appropriations
Dividendà Interim 17.31 14.80
à Final 17.32 12.34
Total Dividend 34.63 27.14
Dividend Tax 5.89 4.61
Transferred to General Reserve 13.06 18.70
Balance carried to Balance Sheet 455.10 355.84
EPS
Basic Rs. 15.48 13.25
Diluted Rs. 15.34 13.24
2. Business Performance
The consolidated revenue of Polaris Software Lab Limited from Software
development services, products and Business Process Management for the
year ended March 31, 2010 stood at Rs.1,353 Crores, as against the
previous yearÃs revenues of Rs.1,377 Crores. The consolidated Net
Profit for the fiscal year ended March 31, 2010 stood at Rs.152.84
Crores as against the previous yearÃs consolidated Net Profit of
Rs.130.71 Crores. The Reserves and surplus increased to Rs. 822.99
Crores (2009-10) from Rs.723.33 Crores (2008-09).
Our software services engagements are driven with business benefits &
long-term relationship vision. We have nurtured strong relationships
through sustained delivery of value and it is with considerable pride
that we would like to share that we are celebrating 25 years our
relationship with Citibank, one that is based on sustained and growing
value.
3. Subsidiaries
The names of the subsidiaries of your Company along with its country(s)
of incorporation are given below:- 1. Polaris Software Lab Pte Ltd.
Singapore
2. Polaris Software Lab Ltd. United Kingdom
3. Polaris Software Lab GmbH Germany
4. Polaris Software Lab S.A Switzerland
5. Polaris Software Pty Ltd. Australia
6. Polaris Software Lab Ireland Ltd. Ireland
7. Polaris Software Lab Japan KK Japan
8. Polaris Software Lab Canada Inc. Canada
9. Intellect SEEC Inc. USA
10. Polaris Software Lab Chile Limitada Chile
11. Polaris Software Lab B.V. Netherlands
12. Polaris Retail Infotech Ltd. India
13. Optimus Global Services Ltd. India
14. SEEC Technologies Asia (P) Ltd. India
15. Laser Soft Infosystems Ltd. India
16. Polaris Software (Shanghai) Company Ltd. China
Your Company has applied for an exemption under Section 212 of the
Companies Act, 1956 to the Central Government, Ministry of Corporate
Affairs (MCA) from attaching the Balance Sheet, Profit & Loss Account,
Directorsà Report and the Auditorsà Report of its subsidiaries to this
Annual Report. Accordingly, the Annual Report contains the Consolidated
Audited Financials of your Company and its subsidiaries based upon the
exemption application.
The Annual Accounts of the subsidiaries will be made available to the
holding and subsidiary company investors, at any point of time based on
their request to the Company. The Annual Accounts of the subsidiary
companies will also be kept for inspection during business hours at the
CompanyÃs Registered Office and that of the subsidiary companies
concerned.
4. Branding
Analyst accolades from respected names in the industry like Gartner,
Tower, Forrester, AITE and Celent have added significant value to the
brand. That coupled with participation in industry events, media
activities like a sustained television campaign in the heart of the
world financial capital- New York- has got us recognition as a global
established us as a FinTech player. But our strongest brand ambassadors
remain our satisfied customers.
5. IntellectTM
Polaris suite of products, branded under intellect, brought in the
competitive benefits to our customers in turn helping them take
leadership positions in their market place. Intellect cumulatively won
200 deals globally and continues to build ever increasing momentum in
the marketplace. Intellect grew to 23% during quarter ending March 2010
from 17% over the same quarter previous year. The growing stature of
Intellect is also evident from the fact that it is able to gain market
share in advanced markets like the US, Europe and Australia besides the
emerging markets in APAC and India.
6. Quality Processes
Polaris quality processes are one of the key differentiators. Our
proprietary program management methodology (D-3 OTIF) deployed across
Polaris enhanced customer delight. Polaris successfully re-assessed at
CMMi 1.2 Level 5 for its software services spanning all micro verticals
within BFSI and across all business solution centers.
7. Execution
Proprietary frameworks like COPARIS back our execution process guided
by the quality processes. Upon internal analysis we found that our
delivery teams are 12% to 16% more effective than our competitors and
our customers tend to agree. This manifested in the revenues from the
Top 10 account that moved from 52% level to 55% level.
8. Strategic initiatives during the year
- We acquired Laser Soft Infosystems Ltd.
- A definitive agreement has been signed to acquire IndigoTX Software
Private Ltd.
- We launched Intellect Privacy Card - a multi-layer security card, in
collaboration with IIT, Madras.
9. Accolades
- Polaris achieved the SEI CMMi 1.2 Level 5 certification.
- Laser Soft Infosystems Ltd., (a Polaris Group Company) was awarded
the prestigious NDTV Business Leadership Award under the ÃInclusion &
Diversityà category.
- Polaris financial technology solutions were covered in 22 reports by
leading analysts of the World.
10. Cash & Cash equivalents
Polaris liquidity remains healthy with zero-debt and a cash reserve of
over Rs.500 crores. The DSO is at an impressive 43 days.
11. Share Capital
During the year, the company has allotted 284,950 equity shares of
Rs.5/- each to 88 (eighty eight) Associates (employees), pursuant to
the exercise of employee stock options under ASOP 2003 Scheme, as
detailed hereunder.
As a result of the above allotments, the issued, subscribed and paid-up
equity share capital increased from Rs.493,380,985/- comprising
98,676,197 number of equity shares of Rs.5/- each as on March 31, 2009
to Rs.494,805,735/- comprising of 98,961,147 number of equity shares of
Rs.5/- each as on March 31, 2010. Further, your Company during this
year, under ASOP 2004 Scheme transferred 21,100 shares to the
associates from Orbitech Employees Welfare Trust, on exercise of the
options granted under the said scheme.
12. Dividend
Our decision is to pay dividend up to 70%. In January 2010 we declared
35% interim dividend (amounting to Rs. 1.75/- per share).
We propose a final dividend of Rs. 1.75/- per share. Once approved at
the formal Annual General Meeting, this dividend will be paid out of
the profits of the company.
The transfer books and register of members of the Company will be
closed w.e.f July 10, 2010 to July 15, 2010 (both days inclusive).
13. Corporate Governance
Your Company has been complying with the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. A
separate report on Corporate Governance along with AuditorsÃ
Certificate on compliance with of the Corporate Governance norms as
stipulated in Clause 49 of the Listing Agreement and Management
Discussions & Analysis forming part of this report are provided
elsewhere in this Annual Report.
14. Conservation of energy, technology absorption, foreign exchange
earnings and outgo The particulars, as prescribed under clause (e) of
sub-section (1) of Section 217 of the Companies Act, 1956, read with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 are set out in the Annexure to the DirectorsÃ
Report section.
15. Particulars of employees
As required under the provisions of Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, as amended, a statement showing the names and other particulars
of employees are set out in the Annexure to the Directorsà Report,
forming part of the complete version of the Annual Report for the year
2009-10. Pursuant to the exemption given under the Section
219(1)(b)(iv) of the Companies Act, 1956 the said annexure has not been
enclosed with the Directorsà Report forming part of the abridged
version of the Annual Report 2009-10.
16. DirectorÃs responsibility statement as required under Section
217(2AA) of the Companies Act, 1956
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 the Directors of your Company confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for that period;
(iii) 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;
(iv) the Directors had prepared the annual accounts on a Ãgoing concern
basisÃ.
17. Directors
Messrs Satyapal, Anil Khanna and Arvind Kumar directors are retiring by
rotation at the forthcoming Annual General Meeting and, being eligible,
offer themselves for re- appointment.
Mr.Arup Gupta and Mr.Ajit Bhushan resigned from the directorship w.e.f
July 16, 2009 & September 9, 2009 respectively. Mr.Anil Nagu was
appointed as Additional Director with effect from October 15, 2009 and
his candidature for appointment as a director in the ensuing annual
general meeting of the Company, has been proposed by a member of the
company.
18. Associate (Employee) Stock Option Schemes (I) ASOP 2000 & 2001
During the year, the Stock Options Schemes namely ASOP 2000 & 2001 were
ceased to exist, under the said schemes no options/exercise of options
were considered.
(II) ASOP 2003 & ASOP 2004 (Details of Options during the year 2009-10)
Particulars ASOP 2003 ASOP 2004
Options outstanding as on
01-04-2009 (Option in force) 32,13,850 664,200
Options granted during the year 3,96,000 5,500
The pricing formula market value market value
Options vested as on March 31, 2010 338,150 1,01,000
Option exercised during the year 2,84,950 21,100
Total number of shares arising as
a result of exercise of Options 2,84,950 21,100
Money realized by exercise of
options in (Rs. In Crores) 2.40 0.16
Total number of options in force 28,80,300 609,500
ASOP 2003
March 31, 2010 March 31, 2009
Weighted average exercise
price (Rs.) 143.51 51.27
Weighted average fair value (Rs.) 75.29 31.04
(i) Details of Options granted to Senior Managerial personnel:
a. Number of Options granted 65,000
b. Total number of personnel to whom the above
options were granted 5
(ii) Employee receiving 5% or more of the
total number of Nil
options trangted during the year
(iii) Employees granted opting equakl to or eceeding
1% of the issued capital Nil
Diluted Earnings Per Share (EPS) pursuant to issue
of shares on exercise of Option Rs.13.11
(i) Employee Compensation cost using intrinsic
method of accounting 0
(ii) Employee compensation cost using Fair Value
method of accounting. Rs.68,23,403
Difference between (i) & (ii) Rs.68,23,403
Impact for the accounting period had the fair
value method been used on the following:
Net results decreased by Rs.68,23,403
Basic EPS will reduce by 0.07
Method and significant assumptions
used to estimate the Date Share Price Exercise
Grant (Rs.)* Price (Rs.)
fair value of Options under Black
& Scholes Methods,
significant Assumptions:
a. Risk-free interest rate @ 7.08% 20-Apr-09 8.10 60.00
b. Expected life of
optiongs 2.5 to 6.5 years 16- Jul -09 101.70 101.20
c. Expected Volatility 67.32%
d. Expected Dividend yield 1.35% 20-Oct-09 150.15 147.95
e. Price of the underlying share
in market at the time of grant 20-Jan-10 186.15 194.55
under ASOP 2003: (*shareprice on
the date of grant)
Your Company has granted options to the eligible Associates under the
Associate Stock Option Plans 2003 & 2004 as per SEBI Guidelines on
(ESOP).
19. Auditors
M/s S.R. Batliboi & Associates, Chennai Chartered Accountants, who are
the Statutory Auditors of the Company retire at the forthcoming Annual
General Meeting and are eligible for re-appointment. The retiring
Auditors have furnished a Certificate of their eligibility for
re-appointment under Section 224 (1B) of the Companies Act, 1956 and
have indicated their willingness to be re-appointed.
20. Fixed Deposits
Your Company has not accepted any deposits during the financial year
and as such, no amount of principal or interest was outstanding on the
date of the Balance Sheet.
21. Social Connect
Around 100 physically challenged associates at Polaris contribute very
highly to our customer needs under the SAMPADA initiative.
Ullas Annual Workshop - Chennai
The Ullas Trust celebrated its 12th Annual Workshop on 29th August,
2009 in Chennai, with over 1200 (9th standard) students from
Corporation and Government Schools participating in the ÃCan Do ItÃ
workshop. The students were felicitated as ÃUllas Achieversà and
awarded with scholarships. During this year your company distributed
various scholarships to 2,434 students in Tamil Nadu.
Ullas Annual Workshop - Hyderabad
The Ullas Annual event Ullas Young achievers Awards function 2009-10,
was held at Hyderabad on 27th February 2010. During this year 513
students were awarded scholarships at Andhra Pradesh.
Ullas Trust - Gurgaon
The Ullas Trust wing of Gurgaon has distributed Ullas scholarships to
the 350 deserving students of the Corporation & Government Schools in
Delhi.
22. Impending Litigations
Details of impending litigations are furnished in Note No.2(iii) & (iv)
of the Abridged Financial Statements and also in Note No.B5(iii) & (iv)
of Significant Accounting Policies and Notes to Accounts provided as an
annexure to the complete and full Balance Sheet and Profit & Loss
Account of the Company for the financial year 2009-10.
23. Acknowledgement
Your Directors take this opportunity to thank all investors, clients,
vendors, banks, regulatory and government authorities, and stock
exchanges for their continued support. Your Directors also wish to
place on record their appreciation for the contribution made by the
Associates at all levels.
Note:
Refer to Sl.No. 8 of the Directorsà Report supra, the Company had
subsequently received the exemption order from the Ministry of
Corporate Affairs (MCA) vide its letter No.47/250/ 2010 Ã CL-III dated
April 28, 2010 under section 212 of the Companies Act, 1956. This order
exempts the Company from attaching the Balance Sheet, Profit and Loss
Account, schedules, Directorsà Report and Auditorsà Report of its
subsidiaries to the Annual report for the year 2009-10. Further,
pursuant to the said order the information related to subsidiaries, is
disclosed in an abstract form, which is forming part of the
consolidated financial statements and also the detailed financial
statements of individual subsidiary companies are uploaded/published in
the web site of the Company (www.polaris.co.in).
By Order of the Board
For Polaris Software Lab Limited
Place: Chennai Arun Jain
Date : April 21, 2010 Chairman & Managing Director
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