Mar 31, 2011
Dear Members,
I am delighted to present on behalf of the Board of Directors the 16th
Directors' Report on our business and operations of the company
together with the Audited Balance Sheet, Profit and Loss Account of the
company for the financial year ended 31st March, 2011.
FINANCIAL HIGHLIGHTS:
Financial results for the year under review and as well as previous
year are as follows.
(Rs. In Lacs)
Particulars Year ended Yearended
31.03.2011 31.03.2010
Income from Operations 4775.60 4129.60
Other Income 0.00 4.61
PBIDT 1029.94 934.38
Depreciation 199.10 101.46
Profit Before Tax (PBT) 830.81 832.92
Provision for Tax 220.82 143.61
Profit After Tax (PAT) 609.99 689.31
FINANCIALS:
The turnover of the company during the year is Rs.4775 Lakhs as
compared to Rs.4129 Lakhs in the previous year. The company recorded
the net Profit of Rs. 571.05 Lakhs during the year in comparison with
net Profit of Rs 689.31 Lakhs of Previous year. The company is
continuously endeavoring to achieve its objectives and implementing new
plans to grab new opportunities in the IT sector.
OPERATIONS:
During the year under review the Company posted a better performance
due to various on-going and existing contracts. Considering the
recession and pressure on the margins of software industry the Company
as part of its diversification plan to mitigate the impact of foregoing,
has amended its objects facilitating to venture into trading of gold
and jewellery and other ornaments by utilizing the experience of the
promoters in this field as well as to set-up small hydro power
generation units.
DIVIDEND:
Based on the Company's performance, the Directors are pleased to
recommend for approval of the Members a Final Dividend of 5% i.e., Rs.
0.50 per equity share for the financial year ending 31st March, 2011.
The final Dividend on the Equity shares, if declared as above, would
involve an outflow of Rs. 25.2 Lakhs towards dividend and Rs.4.19 Lakhs
towards dividend tax, resulting in total outflow of Rs.29.39 Lakhs.
FIXED DEPOSITS:
Your Company has not accepted any deposits falling under Section 58A of
the Companies Act, 1956 read with Companies (Acceptance of Deposits)
Rules 1975 during the year.
DIRECTORS:
During the year under review Mr. K.S.Chakravarthi and P.Venkateswara
Rao were resigned on 03.12.2010 and 10.02.2011 respectively from the
Board of Directors.
Further Mr. A. Vijaya Ramaraju was appointed as Additional Director
W.e.f.10.02.2011.
DIRECTORS RESPONSIBILITIES STATEMENT:
In pursuance of Section 217(2AA) of the Companies Act, 1956 the
Directors of your Company hereby confirm that:
(i) That in the preparation of Annual Accounts for the year ended 31st
March, 2011, the applicable accounting standards have been followed
along with the proper explanation relating to material departures, if
any, there from;
(ii) That the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year ended 31st
March, 2011 and of the Profit and loss of the company for that period;
(iii) That 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;
(iv) That the directors have prepared the annual accounts on a going
concern basis for the financial year 2010-11.
EMPLOYEE STOCK OPTION SCHEME:
Pursuant to the Special Resolution passed by the Members at the Extra-
ordinary General Meeting held on December 1st, 2010, Ranklin Solutions
Limited has introduced Employees Stock Option Scheme-2010 (Ranklin ESOS
- 2010) to enable the employees of the Company to participate in the
future growth and financial successes of the Company. Out of 20,00,000
stock options under 'Ranklin ESOS - 2010' with each option convertible
into one equity share of Rs. 10/- each, the Board of Directors of your
Company, based on the recommendations of the Remuneration Committee,
granted 20,00,000 stock options to its eligible employees, on December
3rd 2010.
MANAGEMENT'S DISCUSSION ANALYSIS:
Management's Discussion and Analysis report is enclosed to this report
as Annexure à A
CORPORATE GOVERNANCE:
Report on Corporate Governance along with Company Secretaries
Certificate on Compliance with the code of Corporate Governance under
Clause 49 of the Listing Agreement is enclosed as Annexure-B to this
report
AUDITORS:
M/s P.S.Nagaraju & Co, Chartered Accountants, retire at the conclusion
of the ensuing AGM and being eligible offer themselves for
reappointment for the financial year 2011-2012. Your Company has
received a certificate from the said Auditors to the effect that their
re- appointment if made would be in accordance with the provisions of
Sections 224(1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration of none of the employees is in excess of Rs.
5,00,000/- per month, if employed for the part of year or
Rs.60,00,000/- per annum during the financial year 2010-11 .
AUDIT COMMITTEE:
Pursuant to Section 292A of the Companies Act, 1956, the Board has
constituted the Audit Committee consisting three directors of the
Company. The functions as envisaged in the said section have already
been delegated to the Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
a) Conservation of Energy: The operations of the Company are not energy
extensive. However, company has taken necessary steps to minimize the
Energy consumption as far as possible.
b) Technology absorption: Not Applicable
HUMAN RESOURCES
Your Company is powered by a group of talented IT & consulting
professionals. An effective retention strategy and pride of being
associated with the resurrection has helped to bring a marked
improvement in the retention of key Associates. Acquiring top talent
continues to be one of our primary objectives.
The Performance and Potential Management System was revamped to offset
the limitations of a traditional career management program. Associates
now have the distinct opportunity to choose either a specialist or
managerial career path at key infection points in the organization.
This enables the right cross matching of opportunities with individual
aspirations and helps to provide a well rounded industry exposure to
Associates.
Leadership development and capability enhancement continues to be the
focus areas for the organization. Our investments in enhancing the
skill levels and successfully deploying talent have helped enhance
utilization levels across the company. To continually strengthen our
Associates skills - from entry level programmers to lateral hires, a
variety of classroom and action learning interventions have been rolled
out.
Great emphasis is being placed on building young leaders and programs
such as Global Leadership Cadre (GLC) and Shadow Board help unearth
young, aspiring talent and provide them with high-octane, growth
accelerating roles.
ACKNOWLEDGEMENTS:
Your Directors also place on record their heart felt gratitude for the
support extended and confidence reposed by the customers, shareholders,
employees, Central and State Government agencies and suppliers and look
forward for the same in future.
For and on behalf of the Board
Sd/-
Place : Hyderabad (M.J.V.V.D.PRAKASH)
Date : 03-09-2011 Chairman & Managing Director
Mar 31, 2010
I am delighted to present on behalf of the Board of Directors the 15th
Directors Report on our business and operations of the company
together with the Audited Balance Sheet, Proft and Loss Accounts of the
company for the fnancial year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS:
Financial results for the year under review and as well as previous
year are as follows.
(Rs. In Lacs)
Particulars Year ended Yearended
31.03.2010 31.03.2009
Income from Operations 4129.60 3269.63
Other Income 4.61 4.87
PBIDT 934.38 734.97
Depreciation 101.46 65.34
Proft Before Tax (PBT) 832.92 669.63
Provision for Tax 143.61 107.36
Proft After Tax (PAT) 689.31 562.27
FINANCIALS:
The turnover of the company during the year is Rs.4130 Lakhs as
compared to Rs.3270 Lakhs in the previous year. The company has
recorded the net proft of Rs. 689.31 Lakhs during the year in
comparison with net proft of Rs 562.27 Lakhs of Previous year. The
company is continuously endeavoring to achieve its objectives and
implementing new plans to grab new opportunities in the IT sector.
OPERATIONS:
During the year under review the Company posted a better performance
due to various on-going and existing contracts. Considering the
recession and pressure on the margins of software industry the Company
as part of its diversifcation plan to mitigate the impact of foregoing,
has amended its objects facilitating to venture into trading of gold
and jewellery and other ornaments by utilizing the experience of the
promoters in this feld as well as to set-up small hydro power
generation units.
DIVIDEND:
Based on the Companys performance, the Directors are pleased to
recommend for approval of the Members a Final Dividend of 10% i.e., Rs.
1.00 per equity share for the fnancial year ending 31st March, 2010.
The fnal Dividend on the Equity shares, if declared as above,
would involve an outfow of Rs. 50.4 Lakhs towards dividend and Rs.8.56
Lakhs towards dividend tax, resulting in total outfow of Rs.58.96
Lakhs.
CAPITAL
The members of the Company approved the following resolutions through
postal ballot to which the results were declared on 15th April, 2010
a) Increase of Authorised Capital to Rs.18.00 Crores
b) Issue of 25,00,000 Share Warrants to the Promoters and PACs
c) Issue of GDRs/ ADRs/ FCCBs to the extent of Rs.100 Crores
FIXED DEPOSITS:
Your Company has not accepted any deposits falling under Section 58A of
the Companies Act, 1956 read with Companies (Acceptance of Deposits)
Rules 1975 during the year.
DIRECTORS:
During the year no changes have been taken place in the Board of
Directors from last Annual General Meeting to till date.
Mr.M.Satish Kumar & K.S.Chakarathy will retire by rotation at the
ensuing AGM and eligible for re-appointment who offer themselves.
DIRECTORS RESPONSIBILITIES STATEMENT:
In pursuance of Section 217(2AA) of the Companies Act, 1956 the
Directors of your Company hereby confrm that:
(i) That in the preparation of Annual Accounts for the year ended 31st
March, 2010, the applicable accounting standards have been followed
along with the proper explanation relating to material departures, if
any, there from;
(ii) That the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the fnancial year ended 31st
March, 2010 and of the proft and loss of the company for that period;
(iii) That the directors have taken proper and suffcient 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) That the directors have prepared the annual accounts on a going
concern basis for the fnancial year 2009-10.
MANAGEMENTS DISCUSSION ANALYSIS:
Managements Discussion and Analysis report is enclosed to this report
as Annexure - A
CORPORATE GOVERNANCE:
Report on Corporate Governance along with Auditors Certifcate on
Compliance with the code of Corporate Governance under Clause 49 of the
Listing Agreement is enclosed as Annexure-B to this report.
AUDITORS:
M/s P.S.Nagaraju & Co, Chartered Accountants, retire at the conclusion
of the ensuing AGM and being eligible offer themselves for
reappointment for the fnancial year 2010-2011. Your Company has
received a certifcate from the said Auditors to the effect that their
re- appointment if made would be in accordance with the provisions of
Sections 224(1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
During the year none of the employees of the company is in receipt of
remuneration requiring disclosure pursuant to the provisions of Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, hence the same is not
furnished.
AUDIT COMMITTEE:
Pursuant to Section 292A of the Companies Act, 1956, the Board has
constituted the Audit Committee consisting three directors of the
Company. The functions as envisaged in the said section have already
been delegated to the Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
a) Conservation of Energy: The operations of the Company are not energy
extensive. However, company has taken necessary steps to minimize the
Energy consumption as far as possible.
b) Technology absorption: Not Applicable
c) Foreign exchange earnings and outgo:
(Rs. In lacs)
2009-10 2008-09
Foreign Exchange earnings 263 142
Foreign Exchange outgo Nil Nil
HUMAN RESOURCES
Your Company appreciates the endeavors and contribution made by the
employees in achieving the object of the organization as a dedicated
team of the Company. Human resource being an eminent source of
achieving the objects of an organization your company put all possible
efforts to attract and retain quality persons.
The HR function has been restructured to align with the new business
structure. This re- organization has created multiple opportunities for
leadership growth and has empowered the next generation of leaders. A
host of new leadership development programmes have been developed to
equip the potential leaders to meet with business challenges. The
training programs at the entry level as well as the continuous learning
programs covering technology, domain and project management practices
have been enhanced to ensure that the Companys commitment of
Experience certainty.
ACKNOWLEDGEMENTS:
Your Directors also place on record their heart felt gratitude for the
support extended and confdence reposed by the customers, shareholders,
employees, Central and State Government agencies and suppliers and look
forward for the same in future.
For and on behalf of the Board
Sd/-
Place : Hyderabad (M.J.V.V.D.PRAKASH)
Date : 02-09-2010 Chairman & Managing Director