Mar 31, 2015
Dear Members,
The Directors are pleased to present the Twenty Second Annual Report
of the company together with the Audited Statements of Accounts for the
year ended March 31, 2015.
Particulars Period Ended Year Ended
31st March, 2015 30th June, 2014
(09 Months) (15 Months)
Total Revenue 11,587/- 1,06,937/-
Total Expenditure 1,27,37,098/- 1,36,93,050/-
Profit/(Loss) for the year 1,26,16,970/- 1,26,07,664/-
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Due to steep global economic slowdown with sluggishness and recession
in the domestic economy as well as due to restructuring, your company
had suffered loss of Rs. 126.16 Lacs as against the loss of last year
amounting Rs. 126.07 Lacs. Your Directors are hopeful of better
performance in the coming year.
DIVIDEND
In view of the current year loss, your Board has decided not to
recommend dividend this year.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided/proposed not to transfer any fund
to its reserves.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year the company has changed it name form Software
Technology Group International Limited to STG Lifecare Limited. Change
in name of the company did not result in change in business activities
of the company.
CHANGES IN SHARE CAPITAL, IF ANY
During the Financial Year 2014-15, there is no change in Share Capital.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
According to Rule 4(4) of Companies (Share Capital and Debenture Rules,
2014) it is required to provide disclosure regarding issue of equity
shares with differential voting rights. For the Financial Year 2014-15
there is no Issue of Equity Shares with Differential Rights.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
According to Rule 12 (9) of Companies (Share Capital and Debenture
Rules, 2014) it is required to provide disclosure regarding issue of
employee stock option. This disclosure is not applicable as Company has
not issue Employee Stock Options.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
According to Rule 8 (13) of Companies (Share Capital and Debenture
Rules, 2014) it is required to provide disclosure regarding issue of
sweat equity shares. This disclosure is not applicable as Company has
not issued Sweat Equity Shares.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186
There was no loans, guarantees or investments made by the Company under
Section 186 of the Companies Act, 2013 during the year under review and
hence the said provision is not applicable.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are No material changes / event.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange
Earnings and Outgo are as under:
A. Conservation of Energy
The operations of company are not energy intensive, however, energy
conservation has always been given focus form point of view of cost
control. Adequate measures have been taken to conserve and optimize the
use of energy by using energy efficient computers and equipment with
latest technologies.
(i) Building Infrastructure:
We are committed to minimizing the consumption of energy and fresh
water, preserving natural habitat and reducing waste. Our Green
Initiatives team focuses on developing infrastructure directed at
conservation of resources.
(ii) Green Innovation:
* STG supports the ' Green Initiative' taken by the Ministry of
Corporate Affairs ("MCA") and urges its shareholders to accept
electronic delivery of documents as prescribed by Law and provide
valuable support to the Company in conserving the environment by
reducing impact of printing as it is truly said "There can be
substitute for paper, not for trees"
B. Technology Absorption, Research and Development (R&D)
In its endeavors to obtain and deliver the best, your company
continuously develops and adopts new technologies to aid efficient
management of its resources. It has various renowned strategic alliance
partners and is continuously adapting the technology through these
partners.
C. Foreign Exchange Earning and Outgo
Efforts continue to enlarge the product range and geographical reach on
export market in order to maximize foreign exchange inflow and every
effort is being made to minimize the foreign exchange outflow.
Total Foreign Exchange Earnings on accrual basis during the period is
Nil against Rs. NIL of previous period.
Total Foreign exchange Outgo on actual basis during the year amounted
to NIL against Rs. NIL of previous period.
Deposits
No Deposit is accepted during the F.Y 2014-15.
RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF
COMMISSION / REMUNERATION FROM IT HOLDING OR SUBSIDIARY
There is No receipt of any commission by MD / WTD from a Company and/or
receipt of commission / remuneration from it holding or Subsidiary to
be provided.
SHARES
No shares were issued during the year.
CHANGE IN NATURE OF BUSINESS:
During the year there was no change in nature of Business of the
Company.
CORPORATE GOVERNANCE
The Company is committed to maintain the standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally. The report on Corporate
Governance as stipulated under the Listing Agreement forms an integral
part of this Report. The requisite certificate from the Auditors of the
Company confirming compliance with the conditions of corporate
governance is attached to the report on Corporate Governance.
Declaration by WTD/CFO that the Board Members and SMPs have complied
with the Code of Conduct [Clause 49 II E (2) of LA]
MANAGERIAL REMUNERATION
Disclosures pertaining to remuneration and other details as required
under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are annexed to this report [Annexure 1].
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
No cases filed, during the Financial Year and their disposal under the
Act
FRAUD REPORTING
No frauds which have been reported to the Audit Committee / Board but
not to CG have to be disclosed.
STATUTORY AUDITORS
M/s. H. K Batra & Associates, Statutory Auditor of the Company, hold
office till the conclusion of the ensuing Annual General Meeting and
are eligible for re- appointment. They have confirmed their eligibility
to the effect that their re- appointment, if made, would be within the
prescribed limits under the Act and that they are not disqualified for
re-appointment.
The Notes on financial statement referred to in the Auditors' Report
are self- explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDIT REPORT
As the company is incurring losses for last several years therefore the
company has not appointed Secretarial Auditor during the period.
EXPLANATION TO AUDITOR'S REMARKS
There is no qualification, reservation, adverse remark or disclaimer
made by the statutory auditor in his report and/or by the auditor of
the company.
DECLARATION BY INDEPENDENT DIRECTOR
Independent directors, in the opinion of the Board, are person of
integrity and possess relevant expertise and experience and affirm to
the points given u/s 149(6) of Companies Act, 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has a well-designed Internal Audit programme & team to
review all internal systems, processes and financial controls of the
Company to bring in the best industry practices, compliance with
internal systems & procedures and statutory compliances. Senior
management of your Company places emphasis on taking timely action on
the findings and recommendations of internal audit and systems are
strengthened appropriately, from time to time.
BOARD MEETINGS
During the Financial Year 2014-15, 4 (four) meetings of the Board of
Directors of the company were held on 15/07/2014, 28/08/2014,
13/11/2014 and 11/02/2015.
AUDIT COMMITTEE
Audit Committee of the company consist of Mr S. M. Pathak, Mr M. C.
Shrivastava and Mrs Prasanna Vaidya. Mr S. M. Pathak is the chairman of
the audit committee and he is an independent director. The committee
met four times during the financial year.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of
Association of the Company, Shri Yogesh Chandra Vaidya, Director of the
Company, retire by rotation at the ensuing Annual General Meeting and
being eligible have offered themselves for re-appointment.
Mr Yogesh Chandra Vaidya is the whole time director, Mrs Prasanna
Vaidya is woman director, Mr M. C. Shrivastava and Mr S M Pathak are
independent directors. Mr Jaideep Sinha is Chief Financial Officer and
Mr Sumeet Sharma is the company secretary.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which include criteria for performance evaluation of the non-executive
directors and executive directors.
POLICY ON SELECTION OF DIRECTORS
The Company believes that an enlightened Board consciously crates a
culture of leadership to provide a long-term vision and policy approach
to improve the quality of governance. The Board Members are expected to
have adequate time and expertise and experience to contribute to
effective Board Performance. Accordingly, members should limit their
directorships in other company in such a way that it does not interfere
with their role as directors of the Company. A director shall not serve
as a director in more than 20 companies of which not more than 10 shall
be public limited companies. A director shall not be a member in more
than 10 committees or act as chairman of more than 5 committees across
all the companies in which he holds directorships.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
Company incurring huge loss from the last three preceding years and
Company did not have funds to comply with Corporate Social
Responsibility Policy. Whenever Company will earn profit then Board of
Directors will comply with Corporate Social Responsibility Policy.
NOMINATION & REMUNERATION COMMITTEE POLICY
1. Introduction
1.1 STG Lifecare Limited recognizes the importance of aligning the
business objectives with specific and measureable individual objectives
and targets. The Company has therefore formulated the remuneration
policy for its directors, key managerial personnel and other employees
keeping in view the following objectives:
1.1.1 Ensuring that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate, to run the
company successfully.
1.1.2 Ensuring that relationship of remuneration to performance is
clear and meets the performance benchmarks.
1.1.3 Ensuring that remuneration involves a balance between fixed and
incentive pay reflecting short and long term performance objectives
appropriate to the working of the company and its goals.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for Nomination and
Remuneration Committee for recommending to the Board the remuneration
of the directors, key managerial personnel and other employees of the
Company.
3. Terms and References:
In this Policy, the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of the Company.
3.2 "Key Managerial Personnel" means
(I) The Chief Executive Officer or the managing director or the
manager;
(ii) The company secretary;
(iii) The whole-time director;
(iv) The Chief Financial Officer; and
(v) Such other officer as may be prescribed under the Companies Act,
2013
3.3 "Nomination and Remuneration Committee" means the committee
constituted by STG Board in accordance with the provisions of Section
178 of the Companies Act, 2013 and Clause 49 of the Equity Listing
Agreement.
Terms of reference
To oversee the method, criteria and quantum of compensation for
executive and non executive directors.
To review the recruitment of key management employees and their
compensations; To formulate the initiatives leading to greater
transparency and improved corporate governance.
Remuneration policy
The Company has not paid any remuneration to Directors during the year
under review. Sitting fee and other incidental expenses including
traveling etc. to Non- Executive Independent Director(s) for attending
the Board Meetings are paid as decided by the Board of Directors from
time to time.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is no contracts or arrangements with related parties referred to
in Section 188(1) of the Companies Act 2013 for the Financial Year
2014-15.
VIGIL MECHANISM:
Pursuant to provisions of section 177 (9) of the Companies Act, 2013,
the Company has established a "vigil mechanism" and overseas through
nominee director, the genuine concerns expressed by the employees and
other Directors. The Company has also provided adequate safeguards
against victimization of employees and Directors who express their
concerns.
RISK MANAGEMENT POLICY
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risks that
the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks. A Group Risk Management Policy was reviewed and approved by the
Committee.
The Company manages monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives. The Company's management systems, organizational
structures, processes, standards, code of conduct and behaviors
together form the Reliance Management System (RMS) that governs how the
Group conducts the business of the Company and manages associated
risks.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors
confirm that:
i. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed;
ii. Appropriate accounting policies have been selected and applied
consistently, and have 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. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safe guarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. The annual accounts have been prepared on a going concern basis.
v. Laid down internal financial controls to be followed by the Company
and such internal financial controls are adequate and were operating
effectively.
vi. Devised proper systems to ensure compliance with the provisions of
all applicable laws and those systems were adequate and operating
effectively.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL
No significant & material orders passed by the regulators or courts or
tribunal
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The company has one subsidiary company namely M/s Software Technology
Group Inc. San Jose, California, USA. The report on the performance and
financial position of subsidiary and salient features of the financial
statement in the prescribed Form AOC-1 is annexed to this report.
[Annexure -2].
ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Form MGT 9 and is attached to this Report.
[Annexure 3]
BUY BACK OF SHARES:
The Company has not made any offer of Buy Back of its shares.
STOCK EXCHANGES
The equity shares of your company are listed with the National Stock
Exchange of India Limited, Delhi Stock Exchange and the Bombay Stock
Exchange Ltd.
SHARES UNDER COMPULSORY DEMATERIALISATION
With effect from July 24, 2000 trading in equity shares of the company
at the Stock Exchange are permitted only in Dematerialized from. The
Company's shares are available for trading in the depository systems,
of both the National Securities Depository Services (India) Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). As on
March 31, 2015, a total of 1,45,67,733 Shares of the Company stand
dematerialized & this constitutes 98.18% of the holding in the Company.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
contributions made by the employees at all levels, whose continued
commitment and dedication helped the Company in its operations in these
trying times.
Your Directors would also like to take this opportunity to express
their gratitude for the co-operation and support from its Bankers and
other organizations like STPI, the Reserve Bank of India and other
statutory bodies of the Government of India. We look forward to their
continued support in the future also.
Last but not the least, we sincerely thank our shareholders for their
constant support and co-operation in the difficult times.
By Order of the Board of
STG Lifecare Limited
(Yogesh Vaidya)
Place: Gurgaon (Director)
Date: 16.05.2015 (DIN: 01185242)
Mar 31, 2012
The Directors are pleased to present the Nineteenth Annual Report of
the company together with the Audited Statements of Accounts for the
year ended March 31, 2012.
FINANCIAL RESULTS:
Particulars Year Ended Period Ended
Mar 31, 2012 Mar 31, 2011
(12 Months) (18 Months)
Operating Income 83.94 654.98
Gross Profit/ (Loss) after Interest
But before Depreciation & Tax (131.25) 129.09
Less: Depreciation 79.76 123.29
Provision for Taxation - 13.27
Net Profit / (loss) before (211.02) (7.47)
Extra - Ordinary and prior period
items
Add: Extra Ordinary items 11.28 33.29
Less: Prior Period Items 0.83 0.05
Net Profit / (loss) (200.57) 25.77
REVIEW OF OPERATIONS
Due to steep global economic slowdown with sluggishness and recession
in the domestic economy, your company had suffered loss of Rs. 200.57
Lacs as against the profit of last year amounting Rs. 25.77 Lacs. Your
Directors are hopeful of better performance in the coming year.
Pursuant to provisions of section 217(1)(d) of the Companies Act, 1956,
there has been no material change and commitment affecting the
financial position of the Company, between the end of the financial
year of the Company to which the balance sheets relates and the date of
this report.
DIVIDEND
In view of the current year loss, your Board has decided not to
recommend dividend this year.
NEW PRODUCTS/PROJECTS: Career Path Programs:
India produces 441,000 technical graduates, nearly 2.3 million other
graduates and more than 300,000 post graduates. Many of these graduates
may not find suitable employment. The high unemployment of our
"educated" youth and the shortage of "trained" personnel is a strange
paradox. Keeping this in mind, your company has introduced "career
path" training programs in engineering colleges to stem the problem of
talent crunch in the market. The programs are aimed at bridging the gap
between what the industry needs and what the formal education offers.
The programs have been specially designed keeping in mind IT skills and
competencies demanded and accepted by the fast changing IT industry.
The Programs are aimed at training the students on the practical
applications of various technologies. The programs begin with training
the students on a variety of related technologies and then, utilizing
the learned skill-sets in working on an Industry level Project.
"Job Track Programs"
Keeping in mind the current industry trends and demands as well as the
capabilities and interests of the students looking forward to enhancing
their skills in a specific domain your company is launching job
oriented tracks designed for fresh engineering/MCA graduates who are
interested to create a niche for themselves in the IT industry.
A. Mobile Application Developer Track: Designed to kick start a career
to build mobile applications through an in-depth understanding of the
key concepts and techniques. The track offers training in both Android
and iOS application development.
B. Enterprise Applications Developer Track: Object oriented
development emphasizes the benefits of modular and reusable computer
code and modeling real world objects. The modularity in object oriented
systems enables structuring enterprise applications into tiers for
improved scalability and to achieve a better separation of concerns.
Keeping this in mind and a known need in the industry for trained
engineers across tiers, separate tracks have been designed to impart
detailed hands-on training. These are:
* Application Front end Developer Track
* Middle Application Developer Track
* Database Designer/Developer Track
C. Application Testing Track:
This track is designed to provide the needed skill set for an Entry
level test engineer in the software industry. The track focuses on
understanding Software Quality, Test Case Design, Test Execution, and
Defect Reporting and a thorough understanding of automation for
functional testing and defect management.
FIXED DEPOSITS
The Company has not accepted any deposit from the public, and as such
there are no outstanding deposits in terms of Companies (Acceptance of
Deposits) Rules, 1975.
OVERSEAS SUBSIDIARIES
The financial statements with value in Indian Rupees and other related
documents of company's subsidiaries namely M/s Software Technology
Group Inc. San Jose, California, USA are annexed with the Annual
Accounts of your company in terms of section 212 of the Companies Act,
1956.
BUY BACK OF SHARES:
The Company has not made any offer of Buy Back of its shares.
STOCK EXCHANGES
The equity shares of your company are listed with the National Stock
Exchange of India Limited, Delhi Stock Exchange and the Bombay Stock
Exchange Ltd. and the company has paid listing fees to the Bombay Stock
Exchange & the National Stock Exchange Ltd. for the period 2012-13.
SHARES UNDER COMPULSORY DEMATERIALISATION
With effect from July 24, 2000 trading in equity shares of the company
at the Stock Exchange are permitted only in Dematerialized from. The
Company's shares are available for trading in the depository systems,
of both the National Securities Depository Services (India) Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). As on
March 31, 2012, a total of 1,45,64,733 Shares of the Company stand
dematerialized & this constitutes 98.16% of the holding in the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of provisions of Section 217 (2AA) of the Companies Act, 1956;
your
Directors confirm as under:
i) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of financial period and of profit
or loss of the company for that period.
iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; and
iv) That the director had prepared the annual accounts on a "going
concern basis"
DIRECTORATE:
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mrs. Prasanna Vaidya, Director
of the Company retire by rotation and being eligible offers herself for
re-appointment.
The Company has received notices from Members under Section 257 of the
Companies Act, 1956, alongwith the requisite amount of deposit,
signifying his intention to propose the candidature of Mr. Mahesh
Chander Shrivastava for the office of Director of the Company at the
ensuing Annual General Meeting. The information on the particulars of
Director eligible for re-appointment/ appointment in terms of Clause 49
of the listing agreement has been provided in notes to the notice
convening the annual general meeting.
AUDITORS & AUDITOR'S REPORT
M/s. Baweja & Kaul, Chartered Accountants, the existing Statutory
Auditors, have expressed their unwillingness for re-appointment as
Auditors of the Company on their retirement at ensuing Annual General
Meeting (AGM). Based on the recommendation of the Audit Committee, the
Board of Directors of the Company proposed the appointment of M/s H.K.
Batra & Associates Chartered Accountants, as the Statutory Auditors of
the Company at the ensuing AGM. M/s H.K. Batra & Associates, who have
expressed their willingness to act as the Statutory Auditors of the
Company, if appointed, and have further confirmed that the said
appointment would be in conformity with the provisions of Section 224
(IB) of the Companies Act, 1956.
Comments on Auditor's Report:
1. Auditors' Remark: Balance confirmation and reconciliation of
debtors, creditors and other parties including loans and advances and
some inoperative bank accounts are subject to confirmation.
Management's Reply: The Management has already taken requisite steps to
obtain these confirmations in consultation with Auditor of the Company
and company has also received confirmations form different parties in
due course of time.
2. Auditors' Remark: Financials of the company comply with the
accounting standards referred to in sub section 211 of the act except
Accounting Standard 22-Accounting for taxes on Incomes.
Management's Reply: Management has complied with the accounting
standard 22. However, In view of current losses, the management has not
recognized further deferred tax assets during the year as it feels that
deferred tax already created would be sufficient to meet future
profits. (Please refer note 13-notes to financial statements.)
3. Auditors' Remark: It has been observed by the Auditors' that there
are some statutory dues pending for payment.
Management's Reply: The Company has deposited Rs. 41,81,430/- during
the year out of the pending statutory dues and also planning to clear
all dues shortly.
4. Auditors' Remark: The Company has accumulated losses more than 50%
of its networth as at 31.03.2012.
Management Reply: The Company has suffered losses due to downfall in IT
industry. But your management is continuously working towards achieving
targets and is hopeful that there would be sufficient future income to
cover up the accumulated losses of the company.
PARTICULARS OF EMPLOYEES
Information to be provided under section 217(2) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, is not
required since there is no employee covered under these provisions.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars required to be furnished under section 217 (1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
particulars of Board of Directors) Rules, 1988 are set out in Annexure
'A', which forms an integral part of the report.
CORPORATE GOVERNANCE
The report of the Board of Directors of the Company on Corporate
Governance is given as a separate section titled "Corporate Governance
Report 2011-12, which forms part of this Annual Report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
contributions made by the employees at all levels, whose continued
commitment and dedication helped the Company in its operations in these
trying times.
Your Directors would also like to take this opportunity to express
their gratitude for the co-operation and support from its Bankers viz;
Standard Chartered Bank and Jammu & Kashmir Bank Limited, and other
organizations like STPI, the Reserve Bank of India and other statutory
bodies of the Government of India. We look forward to their continued
support in the future also.
Last but not the least, we sincerely thank our shareholders for their
constant support and co-operation in the difficult times.
For and on behalf of the board
Software Technology Group International Limited
Yogesh Vaidya
Place : Gurgaon Chairman & CEO
Dated : July 06, 2012 (DIN:01185252)
Mar 31, 2011
The Directors are pleased to present the Eighteenth Annual Report of
the company together with the Audited Statements of Accounts for the
year ended March 31, 2011.
FINANCIAL RESULTS:
Particulars Year Ended Year Ended
Mar 31, 2011 Sept 30, 2009
(18 Months) (12 Months)
Operating Income 654.98 517.32
Gross Profit after Interest
But before Depreciation & Tax 116.37 99.94
Less: Depreciation 77.08 52.16
Provision for Taxation 13.27 38.61
Net Profit / (loss) before
Extra - Ordinary items 26.02 9.17
Less : Extra Ordinary items 0.25 29.31
Net Profit / (loss) after
Extra Ordinary items 25.77 (20.14)
REVIEW OF OPERATIONS
Your Directors are pleased to inform you that the company had earned a
profit of Rs. 25.77 Lacs as compared to a loss of Rs. 20.14 Lacs during
the previous year. The operating income of the Company has also been
increased from Rs. 654.98 Lacs to Rs. 517.32 Lacs in the previous
year. Your Directors are hopeful of better performance in the coming
year also.
EXTENSION OF FINANCIAL YEAR
The Registrar of Companies, NCT of Delhi & Haryana, New Delhi has
granted permission for extension of financial year for 18 months u/s
210(4) of the Companies Act, 1956. Therefore, current financial year is
for the period from 01/10/2009 to 31/03/2011 and there are 6 quarters
in this financial year.
DIVIDEND
Keeping in view the need to conserve the Companys resources, your
Board has decided to plough back the retained earnings for future
requirements of the Company.
NEW PRODUCTS/PROJECTS:
Career Education in IBM Software (IBM-CEIS):
In keeping with its mission of improving employability of graduates by
expanding their knowledge base STG has renewed its alliance with global
technology leader IBM. As an IBM CEIS partner STG offers training
across leading IT tracks. It covers the entire gamut of IBM software
bands- Rational, IM, DB2, Web Sphere, Tivoli & Lotus including Project
Training for engineering colleges.
Projects help students gain vital experience and skills that is
required to lead in all walks of life. It not only inculcates the
willingness to complete tasks, but also infuses confidence to voice
opinions. While, theoretical knowledge is important to get an overview
on a particular subject, it is via project a student gets to understand
the subject in depth. Projects enable engagement and stimulate the
curiosity to go beyond the dimensions of books and be creative. It
teaches how to function together as a team, which is an important
aspect in any work culture.
The world outside requires future thinkers, who have the power to
execute. Projects can help a student become a part of the real world.
IBM CEIS project training at STG is designed to address students
career requirements. This program offers a unique hands-on learning
experience, wherein students not only get an insight on the latest
technology but also get the required skills needed to work in the real
business environment. CEIS project empowers students with a vision to
see the real world with confidence, a self belief that is essential for
taking the first step towards a successful career.
Employability
It has been Indias most remarkable march that took it a long way from
being perceived as a third world agricultural economy to a preferred
center for technology and outsourcing services. With its mega bank of
knowledge and
skills asset, India has all the necessitated tools to mould the future
of the world for good. With 23% of the increase in the worlds working
population waiting to happen in next five years in India, debilitating
rates of attrition and the difficulty of finding qualified people can
pose a serious threat to this becoming a reality. Across industry, the
same lament is heard: it is hard to find qualified people, and hard to
retain them. The rising wages and cost of remedial training will be
felt in a few years. India produces 441,000 technical graduates, nearly
2.3 million other graduates and more than 300,000 post graduates. Many
of these graduates may not find suitable employment. The high
unemployment of our "educated" youth and the shortage of "trained"
personnel is a strange paradox.
STG- Adayana Workskills Program
STG today is not only a mentor of IT professionals but it offers
essential skills necessary for a brighter future of non IT students.
STG, staying true of its mission of equipping students with skills that
would help them to avail of better career opportunities has partnered
with Adayana. Adayana is a leading Human Capital Development
organization with its headquarters in Indianapolis, IN, USA and offices
across Americas, EMEA, Asia. Adayana provides comprehensive learning
services that leverage best-of-class and proprietary technologies and
processes.
Employability is the skeleton of the launch of Adayanas Workforce
Development, its mission- to strengthen Indian economy. The increasing
scarcity of procuring the right talent first and retain it then has
become a largest cause of concern and to add to woes is the alarming
rate of unemployment of our educated youth and unavailability of
trained personnel has caused the Government, various industry and
academic bodies in India sit up and take a serious cognizance of the
need to inculcate skills leading to employment among youth.
STG and Adayana recognize that in order to steer this massive change,
there is a need to change traditional methods of teaching. The
situation demands for imperative solutions that utilize the best global
practices and provide them to our youth and leverage the power of
technology to bridge gaps in a cost, time and reach effective manner.
STG -Adayana Workskills Program is an instructor led e-learning program
which aims to bridge the employability skill gap in the entry level job
market. Being technology-enabled it offers advantages of scale. Being
holistic in outlook its ensures effectivity. The broad approach of the
solution is to:
Complement formal education:
STG-Adayana Workskills Program complements formal education by adding a
layer of skills and knowledge that prepare graduates for employment.The
program covers effective English communication skills, basic computing
skills as well as soft skills required to succeed in a work
environment. The model is a refreshing contrast to programs that
prepare professionals only in soft skills or a vocation stream. It
provides a combination of soft skills and technical knowledge.
Blended Model of Delivery
The STG Adayana Workskills Program leverages the power of technology to
address issues like scale of operations, reach and consistency of
training. This makes it a viable macro-strategic approach to the
preparation of a large population for employment opportunities.
The Online, Onsite model combines the advantages of Technology-based
methods, with instructor-led classroom training and hands-on practice.
Our delivery model is to offer these programs through universities and
colleges where the students can pursue such training along with their
regular education.
Novell Gold Partnership
Linux is the fastest growing operating system in the world. According
to IDC, "the Linux server market has clearly shifted into high gear,
with increase in growth of server shipments configured with Linux as
the primary operating environment exceeding other server growth rates"
Enterprises of today need an influx of Linux-trained professionals to
make the most of their open source development. Todays IT students are
now demanding Linux courses. Colleges across the country are responding
to the challenges by offering Linux training that prepares students for
the real IT world of system administrators, Java Programmers, database
administrators, solution architects and data centre managers.
STG has partnered with Novell, who is no stranger in providing
comprehensive training on Linux for more than 20 years. With the
growing popularity of Linux, STG would benefit by generating revenue
through international certification programs of Novell
FIXED DEPOSITS
The Company has not accepted any deposit from the public, and as such
there are no outstanding deposits in terms of Companies (Acceptance of
Deposits) Rules, 1975.
OVERSEAS SUBSIDIARIES
The financial statements with value in Indian Rupees and other related
documents of companys subsidiaries namely M/s Software Technology
Group Inc. San Jose, California, USA are annexed as Annexure-II with
the Annual Accounts of your company in terms of section 212 of the
Companies Act, 1956.
BUY BACK OF SHARES:
The Company has not made any offer of Buy Back of its shares.
STOCK EXCHANGES
The equity shares of your company are listed with the National Stock
Exchange of India Limited, Delhi Stock Exchange and the Bombay Stock
Exchange Ltd. and the company has paid listing fees to the Bombay Stock
Exchange & the National Stock Exchange Ltd. for the period 2011-12.
SHARES UNDER COMPULSORY DEMATERIALISATION
With effect from July 24, 2000 trading in equity shares of the company
at the Stock Exchange are permitted only in Dematerialized from. The
Companys shares are available for trading in the depository systems,
of both the National Securities Depository Services (India) Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). As on
March 31, 2011, a total of 1,22,25,593 Shares of the Company stand
dematerialized & this constitutes 89.90% of the holding in the Company.
REVOCATION OF SUSPENSION OF TRADING IN EQUITY SHARES BY NSE
Your Directors are pleased to inform you that the National Stock
Exchange of India Limited(NSE) has revoked the suspension of trading of
equity shares of the Company after satisfactory redressal of issues
related to Listing Agreement. This has brought the positive outlook of
Management towards the strictness in adherence of code of compliances
laid down by statutory authorities and ensuring that shareholders
interest on the top priority.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY
The company has shifted its Registered Office w.e.f. March 31, 2010
from G- 31, Cellular House, Second Floor, Kalkaji, New Delhi-110019 to
E-21, 2nd Floor, South Extension, Part-I, New Delhi-110049.
Further, for the better facilities and positioning, the Company has
shifted its Registered Office from E-21, 2nd Floor, South Extension,
Part-I, New Delhi- 110049 to Level 2, Elegance, Mathura Road, Jasola,
New Delhi-110025 which will take effect from June 01, 2011.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 217 (2AA) of the Companies Act, 1956;
your Directors confirm as under:
i) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of financial period and of profit
or loss of the company for that period.
iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; and
iv) That the director had prepared the annual accounts on a "going
concern basis"
DIRECTORATE:
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. Yogesh Chandra Vaidya,
Chairman & CEO of the Company retire by rotation and being eligible
offers himself for re- appointment.
Dr. Sheetal Prasad Srivastava had tendered his resignation w.e.f.
December 30, 2009 and Dr.M.C. Vaidya had resigned w.e.f. January 30,
2010 from the directorship of the Company.
The Board appreciated the valuable contribution made by Dr. Sheetal
Prasad Srivastava and Dr. M.C. Vaidya during their tenure with the
Company. The information on the particulars of Director eligible for
re-appointment in terms of Clause 49 of the listing agreement has been
provided in notes to the notice convening the annual general meeting.
AUDITORS & AUDITORS REPORT
The Company had appointed M/s Baweja & Kaul, Chartered Accountants, as
Statutory Auditors of the Company in the Extra-Ordinary General Meeting
held on January 27, 2011 in place of M/s Jain Singhal & Associates,
Chartered Accountants, who had resigned as the Statutory Auditor of the
Company w.e.f. December 17, 2010.
Now, M/s Baweja & Kaul, Chartered Accountants, the retiring Auditors of
the company who hold office until conclusion of the Annual General
Meeting, being eligible, offer themselves for re- appointment. The
Company has received a certificate from them that their re-appointment,
if made, would be within the prescribed limits under section 224 (1B)
of the Companies Act, 1956. Comments on Auditors Report:
Auditors Remarks: Balance confirmation and reconciliation of debtors,
creditors and other parties including loans and advances and some
inoperative bank accounts are subject to confirmation.
Managements Reply: The Management has already taken requisite steps to
obtain these confirmations in consultation with Auditor of the Company.
Auditors Remarks: It has been observed by the Auditors that there are
some statutory dues pending for payment.
Managements Reply: The Management is planning to clear all dues
shortly.
PARTICULARS OF EMPLOYEES
Information to be provided under section 217(2) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, is not
required since there is no employee covered under these provisions.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGSS AND OUTGO
The particulars required to be furnished under section 217 (1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
particulars of Board of Directors) Rules, 1988 are set out in Annexure
A, which forms an integral part of the report.
CORPORATE GOVERNANCE
The report of the Board of Directors of the Company on Corporate
Governance is given as a separate section titled "Corporate Governance
Report 2009- 11(18 months), which forms part of this Annual Report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
contributions made by the employees at all levels, whose continued
commitment and dedication helped the Company in its operations in these
trying times. Your Directors would also like to take this opportunity
to express their gratitude for the co-operation and support from its
Bankers viz; Standard Chartered Bank and Jammu & Kashmir Bank Limited,
and other organizations like STPI, the Reserve Bank of India and other
statutory bodies of the Government of India. We look forward to their
continued support in the future also.
Last but not the least, we sincerely thank our shareholders for their
constant support and co-operation in the difficult times.
For and on behalf of the board
Software Technology Group International Limited
Yogesh Vaidya
Place : Gurgaon Chairman & CEO
Dated : May 28, 2011 (DIN:01185252)
Sep 30, 2009
The Directors are pleased to present the Annual Report of the company
together with the Audited Statements of Accounts for the year ended
September 30, 2009.
FINANCIAL RESULTS:
Particulars Year Ended Year Ended
Sept 30,2009 Sept 30,2008
(12 Months) (12 Months)
Operating Income 517.32 2555.54
Gross Profit after Interest
But before Depreciation & Tax 99.94 (1483.75)
Less: Depreciation 52.16 50.18
Provision for Taxation 38.61 (703.94)
Net Profit / (loss) before
Extra - Ordinary items 9.17 (829.99)
Less: Extra Ordinary items 29.31 561.59
Net Profit / (loss) after
Extra Ordinary items (20.14) (1391.58)
REVIEW OF OPERATIONS
Your Directors are pleased to inform you that the loss of the Company
was reduced to Rs. 20.14 Lacs as compared to a loss of Rs. 1391.58
Lacs during the previous year. However, the operating income of the
Company was reduced to Rs. 517.32 Lacs as compared to an operating
income of Rs. 2555.54 Lacs in the previous year. Your Directors are
hopeful of better performance in the coming year.
DIVIDEND
Due to the losses incurred during the year under review, no dividend is
proposed to be declared.
FINANCE
Your Company has been continuing with the necessary working capital
facilities viz. Cash Credit, Working Capital Term Loan and Bank
Guarantee with the Jammu and Kashmir Bank Ltd.. However , the Companys
focus will be on to meet most of the requirements through internal cash
generation, besides to strive for reduction in the cost of borrowing in
significant manner.
Further , as mentioned in last Report, Out of total 25,00,000 warrants
issued on preferential basis during the year 2006-07. The Board of
Directors at its meeting held on 3rd October, 2008, inter- alia, had
allotted 11,00,000 Equity Shares of Rs. 10 /- each at a premium of Rs.
3.50 /- each upon conversion option exercised by Non- Promoter
Strategic Investors in the ratio of one Equity Share for every one
warrant held for whom all the due amount thereof have been received in
full and same has been utilized in accordance with the objects of the
issue and there has been no material variation in this regard.
Consequently the subscribed/ paid up Share Capital of the Company
stands enhanced by Rs 1.10 Crores to Rs. 13.60 Crores consisting of
1,36,00,000 equity Shares of Rs 10/- each during the current year.
Further , since pending consideration on 14,00,000 warrants has not
been received & as such due to failure to exercise conversion option
these stand cancelled as being lapsed and accordingly the deposit
amount has been forfeited in terms of SEBI Guidelines as per authority
conferred upon by the Members of the Company at their Extraordinary
General Meeting held on 2nd March, 2007.
COST CONTROL INITIATIVES
As indicated in the previous reports, your company continues to focus
on cost reduction, Procurement of materials at competitive Prices,
reinforcement of financial discipline and adequate control on overhead
costs on continuous basis. All these initiatives for cost control and
efficiency enhancement are expected to lead to improvement and
consolidation in all segments of the business in future also.
NEW PRODUCTS / PROJECTS
In keeping with market requirement STG is now repositioning itself from
an IT training company to a world class education provider offering
cutting edge knowledge solutions across a broad socio - economic
spectrum of society, therefore being a key contributor to the knowledge
economy.
STG is now bracing itself for the next generation education business
opportunities being made available all across the Indian subcontinent,
particularly in India.
STG recognizes the multilevel (schools, colleges, professional
institutions etc) and multi level faculty (IT, Finance, English, School
subjects etc.) education requirement that India Inc. seeks to provision
for its growing population.
STGS EDUCATION & TRAINING SOLUTIONS FOR INSTITUTIONS/ ENTERPRISES
STG has introduced products aimed to
- Improve performance of School and College students.
- Improve employability of graduates through skills upgrade programs.
- Enhance productivity of professionals in corporate/government
organizations.
STG has reinforced its capability in software development and
implementation to provide new age and world class cost effective
solutions to the full satisfaction of its customers including:
- Comprehensive ERP solutions to Schools and Colleges
- E-learning Solutions to Schools and Colleges
- Comprehensive IT Solutions for K-12 Schools
- Online selection, testing and recruitment solutions for Institutions
and enterprises
- Complete Banking solutions for small and medium banks.
TRAINING SERVICES FOR ENTERPRISES
STG has been designing , developing and delivering unique end to end
solutions to reduce the non-value added distractions from the business
processes of its clients so that they can focus on their core business.
Besides, the strategic use of technology is a critical enabler for an
organization to achieve its business objectives, but keeping employees
IT skills current is a moving target. Technology evolves so quickly
that within 3 to 5 years, 50 % of and employers skills are likely be
out of date. STG addresses that skill gap with a wide ranging
curriculum of IT and professional development courses designed to
effectively and efficiently hone the skills of employees needed to make
the most of chosen technologies and optimize mission critical projects.
TRAINING SERVICES FOR GRADUATING STUDENTS
Final Touch: Finishing School Program for Engineers
After the successful test marketing of STGs Final Touch program,
designed for fresh engineering graduates, the program has been expanded
to other northern states. STG has forged alliances with engineering
colleges, to provide this program aimed at developing IT skills and
competencies demanded and accepted most in todays workplace.
The program bridges the gap between what the IT industry needs and what
formal education offers. The program is delivered both at STG Centers
and on-site at institutions.
STGs SOFTWARE SOLUTIONS FOR EDUCATIONAL INSTITUTIONS
ERP for Schools , colleges , universities and Professional
Institutions:
Smart Campus is STGscomprehensive, one stop ERP solution for the
educational Institutions ranging from Schools to the colleges and
universities, Online Educational Facilities, Distant Educational
Facilities and Research Institutes.
STGs e-learning solutions for colleges & Universities: STGs
Smart Link fulfills all the learning and collaboration needs online.
Smart Link, our flagship product, delivers a Collaboration Suite, a
Learning Management Suite, a Content Management Suite and a Catalog
Management Suite on an open, scalable and secure Web- based modular
platform.
Online Selection and Recruitment System: STG SmartER is designed for
use by Enterprise Organizations and institutions to facilitate the
selection process for high volume recruitment based on technology.
SOLUTIONS FOR SMALL/ MEDIUM SIZED BANKS
After developing capability in banking domain and after successfully
implementing Finnacle, Infosyss flagship product in leading
nationalized banks, STG offers Finmate -an integrated branch automation
solution for cooperative banks and micro financial institutions. STGs
Total Branch Automation (TBA) is the next generation TBA that delivers
unmatched business functionality and is a totally customer centric
solution. The software is highly parameterized and easily configurable
master. It has a security mechanism incorporated at system and
application levels. The software uses three tier client server
architecture with graphic User Interface in .Net and SQL 2008 backend.
FIXED DEPOSITS
The Company has not accepted any deposit from the public, and as such
there are no outstanding deposits in terms of Companies (Acceptance of
Deposits) Rules, 1975.
OVERSEAS SUBSIDIARIES
The financial statements with value in Indian Rupees and other related
documents of companys subsidiaries namely Software Technology Group
International Inc. New Jersey and Software Technology Group Inc. San
Jose, California, US A are annexed with the Annual Accounts of your
company in terms of section 212 of the Companies Act, 1956.
CONVERSION OF WARRANTS INTO SHARES:
Due to failure of warrants holders holding aggregate of 14 Lacs
warrants, to exercise the right to convert within 18 months from the
date of allotment, application money received on these warrants has
been forfeited and transferred to Capital Reserve Account and balance
of 11,00,000 warrants have been converted into equity shares.
BUY BACK OF SHARES:
The Company has not made any offer of Buy Back of its shares. STOCK
EXCHANGES
The equity shares of your company are listed wim the Delhi Stock
Exchange, the Bombay Stock Exchange Ltd. and the National Stock
Exchange of India Limited and the company has paid listing fee to the
Bombay Stock Exchange & the National Stock Exchange Ltd. for the
2008-09 year. Further, the company is in process to delist its shares
from the Delhi Stock Exchange Association Ltd. with effect from July
24,2000 trading in equity shares of the company at the Stock Exchange
are permitted only in Dematerialized from. The Companys shares are
available for trading in the depository systems, of both the National
Securities Depository Services (India) Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). As on 30th September, 2009,
a total of 1,22,19,793 Shares of the Company stand dematerialized &
this constitutes 89.85% of the holding in the Company.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 217 (2AA) of the Companies Act, 1956
your Directors confirm as under:
i) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) That the directors had selected such accounting policies and
applied them consistendy and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of financial period and of profit
or loss of the company for that period.
iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; and
iv) That the director had prepared the annual accounts on a "going
concern basis"
DIRECTORATE:
In accordance wim the provisions of Companies Act, 1956 and the
Articles of association of the Company, Mr. S. M. Pathak retire by
rotation and being eligible offers himself for re-appointment.
The information on the particulars of Directors eligible for
re-appointment in terms of Clause 49 of the listing agreement has been
provided in notes to the notice convening the annual general meeting.
AUDITORS & AUDITORS REPORT
M/s Jain Singhal & Associates, Chartered Accountants, the retiring
Auditors of the Company who hold office until conclusion of the Annual
General Meeting, being eligible, offer themselves for re- appointment.
The Company has received a certificate from them that their
re-appointment, if made, would be within the prescribed limits under
section 224 (1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
Information to be provided under section 217(2) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, is not
required since there is no employee covered under these provisions.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGSS AND OUTGO
The particulars required to be furnished under section 217 (1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
particulars of Board of Directors) Rules, 1988 are set out in Annexure
A, which forms an integral part of the report. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
contributions - made by the employees at all levels, whose continued
commitment and dedication helped the Company in its operations in these
trying times.
Your Directors would also like to take this opportunity to express
their gratitude for the co-operation and support from its Bankers The
Jammu & Kashmir Bank Limited, and other organizations like STPL, the
Reserve Bank of India and other statutory bodies of the Government of
India. We look forward to their continued support in the future also.
Last but not the least, we sincerely thank our shareholders for their
constant support and co-operation in the difficult times.
For and on behalf of the board.
Place : New Delhi YOGESH VAIDYA
Dated : 30th January , 2010 CHAIRMAN & CEO