Your Directors are pleased to present the report on the business and operations of yourCompany along with the audited accounts for the financial year ended March 31 2016.
A. Results of operation
| ||31-03-2016 ||31-03-2015 |
| ||(Rs.) ||(Rs.) |
| || |
|Revenue from operation and other income ||109303020 ||109780464 |
|Earnings before Depreciation and amortization ||20888987 ||9781266 |
|Depreciation and amortization ||10000000 ||10889258 |
|Profit before Exceptional items ||10888987 ||(1107992) |
|Exceptional ItemsWrite-off of Investment in Wholly Owned Subsidiary (net of provision) ||(170500000) || |
|Bad debts (write-off of loan) ||(283732) ||- |
|Write-off of Loan to Wholly Owned Subsidiary ||(47261163) ||- |
|Profit Before Tax ||(207155908) ||(1107992) |
|Less : Provision for Taxation ||3649084 ||(171406) |
|Profit After Tax ||(210804992) ||(936586) |
During the financial year 2015-16 no amount has been transferred to the reserves.
As the Company has suffered huge losses no dividend can be declared for the financialyear 2015-16.
C. Disposal/winding-up of subsidiaries
The economic slowdown and the tightening of the immigration laws and hiring procedureshave had an adverse effect on the operations of the Company's subsidiaries. This had alsoadversely impacted the financial viability of the subsidiaries. Consequent to thisDicetek (Sing) Pte Limited Singapore the wholly owned subsidiary had disposed of itsinvestment in the shares held by it in its wholly owned subsidiaries Dice TechnologiesInc. USA and Dicetek LLC. Dubai. The disposal of the subsidiaries coupled with theshrinking business volumes had made the business operation of Dicetek (Sing) Pte Limitedunviable. In view of this the Company has wound-up Dicetek (Sing) Pte Limited the whollyowned subsidiary of the Company. As at 31st March 2016 the Company does nothave any subsidiary.
The entire equity investment amounting to Rs. 2205.00 lakhs (US$ 4.50 million) and thebalance outstanding loan of Rs.472.61 lakhs were found not realizable and have beenwritten-off in the books.
D. Management Discussion and Analysis report
Industry structure and development *
2015 was further proof that volatility and turmoil is all pervasive and perhaps thenew normal. The global economy and this time both developed and emerging countriesexperienced multiple headwinds. Economic growth stagnated global terrorism spikedinflationary pressures continued to build up turbulence in currency and equity marketsprevailed commodity prices declined and unemployment continued to haunt.
The role of technology has also undergone a significant change; technology is no longerexclusive to only the corporate sector. Consumers leveraging mobile and 24x7connectivity are now the key influencing forces shaping technology spend. Governmentshave also begun to use technology as the platform for citizen outreach and G2C services.As a result technology is emerging as the new unifying force integral to all businessesto all parts of businesses to the government machinery and consumers.
The importance of technology is borne by the fact that the technology component now hasshifted from a cost center to a capital asset expected to deliver measurable returns.Globally the cumulative capital investment in technology is estimated to have reached USD6 trillion in 2014.
The global technology industry is also facing a tumultuous environment. These factorshave also impacted global technology spend. Worldwide IT-BPM (excl. hardware) spend in2015 was clearly impacted by the volatility in global currencies resulting in a near flatgrowth of 0.4 per cent (USD 1.2 trillion) in 2015. IT services saw a slight decline ingrowth (-0.2 per cent).
The Industry landscape in India comprises more than 16000 firms. India is alsomaturing to become the Silicon Valley of the developing world with more than 4200startups the 3rd largest start-up community in the world.
Opportunities and Threats *
In FY2016 the domestic market is set to grow a little over 3 per cent to reach USD 35billion (excl. eCommerce). While the growth rate seems to indicate otherwise technologyadoption in India is in fast increase rapidly driven by a large mobile-only population(wireless subscribers touching 1 billion) ubiquitous connectivity and increasing dataconsumption; by a corporate sector that is focused on improving efficiencies andproductivity driven by connected devices SMAC etc. Another significant consumer is theGovernment of India which is looking at technology as the platform to deliver G2G G2B andG2C services. eCommerce as a separate segment is also spearheading technologyconsumption leveraging mobility and analytics.
By 2020 India's IT-BPM sector total revenue is projected to reach USD 200-225 billionand between USD 350-400 billion by 2025. Digital technologies will continue to define thesector and revenue from these is likely to have a 23 per cent share by 2020 and >38 percent by 2025. Indian service providers face a significant opportunity as digitaltechnologies continue to be embedded in an ever widening range of products and services.
The domestic BPM industry in on the cusp of a significant transformation. Goingforward it is likely to see a surge of demand from sunrise.
The entire revenue (except other income) of your Company is attributable to InformationTechnology and Consulting services.
Future business outlook Risk and concerns
The rapidly-evolving technologies and changing consumer preferences poses challengesfor small companies like ours. While larger players are continuing to strive smallcompanies like ours are finding it difficult to establish a sustained customer base.
The economic slowdown and the tightening of the immigration laws and hiring procedureshave had an adverse effect on the operations of the Company's subsidiaries. This had alsoadversely impacted the financial viability of the subsidiaries. Consequent to thisDicetek (Sing) Pte Limited Singapore the wholly owned subsidiary had disposed of itsinvestment in the shares held by it in its wholly owned subsidiaries Dice TechnologiesInc. USA and Dicetek LLC. Dubai. The disposal of the subsidiaries coupled with theshrinking business volumes had made the business operation of Dicetek (Sing) Pte Limitedunviable. In view of this the Company has wound-up Dicetek (Sing) Pte Limited the whollyowned subsidiary of the Company. As at 31st March 2016 the Company does nothave any subsidiary and hence the operations of the Company is now only in India.
Your Company's Resourcing business in India is also a single client (i.e. Accel groupof companies) driven business. The Resourcing business arrangement was valid for a periodof 5 years i.e. upto 31st March 2016. The same has now been extended forfurther period of 6 months i.e. upto 30th September 2016. In case theResourcing business arrangement with Accel is not extended beyond 30thSeptember 2016 and if the Company is not able to win other clients for providingResourcing Services the Company would have no business operations from the second half ofFY 2016-17. Given this the future of the Company looks tough.
Internal control systems and their adequacy
Your Company adopts strong internal control systems to ensure optimal utilization andprotection of assets timely compliance with the statutory provisions and facilitateaccurate and timely compilation of financial statements and other reports to themanagement. The entire evaluation of internal controls of your company is carried out bythe Managing Director. The Audit Committee then on a periodic basis reviews the adequacyof Internal Control Systems.
Discussion on financial performance of the Company
Share Capital and Reserves
The authorized share capital of the company is Rs.41 crores. The authorized sharecapital consists of 137000000 equity shares of Rs.2 each and 68000000 non-cumulativeoptionally convertible preference shares of Rs.2 each.
The paid-up equity share capital of the Company stood at Rs.1302 lakhs as at March 312016 and the securities premium as on that date stood at Rs.1838 lakhs. No equity orpreference shares were issued during financial year 2015-16. In view of write-off ofequity investment and loan given to the erstwhile wholly owned subsidiary M/s. Dicetek(Sing) Pte Limited deficit in the statement of Profit & Loss as at 31stMarch 2016 was Rs.2527 lakhs.
Turnover and Profitability
Your company's revenue from operations for financial year 2015-16 was Rs.1019.98 lakhscompared to Rs.1057.93 lakhs during the previous financial year. Other income for thefinancial year 2015-16 stood at Rs.73.05 lakhs compared to Rs.39.87 lakhs during theprevious financial year. The increase in other income was on account of the foreignexchange gain of Rs.49.21 lakhs on realisation of part of the loan extended to foreignsubsidiary. Profit before exceptional items and tax for the financial year 2015-16 wasRs.108.89 lakhs compared to a Loss of Rs.11.08 lakhs during the previous financial year.
Consequent to winding-up of Dicetek (Sing) Pte Limited Singapore the entire equityinvestment amounting to Rs.2205 lakhs (net of provision) and loan amounting to Rs.472.61lakhs were found not realizable and have been written-off in the books. In view of thisthe Loss after Tax was Rs.2108.05 lakhs during financial year 2015-16 compared to Lossafter Tax of Rs.9.37 lakhs in the previous financial year.
As stated above the entire equity investment amounting to Rs.2205.00 lakhs (net ofprovision) in the Company's wholly owned subsidiary M/s. Dicetek (Sing) Pte LimitedSingapore has been written-off in the books. As at 31st March 2016 the Companydoes not have any subsidiary.
Current investments which represent investment made in short term debt oriented MutualFunds stood at Rs.140.04 lakhs as at March 31 2016 compared to Rs.88.91 lakhs as at March31 2015.
The trade receivables increased to Rs.241.43 lakhs as at March 31 2016 compared toRs.171.21 lakhs as at the end of the previous financial year 2014-15. Trade receivablesamounting to Rs.1.10 lakhs was written-off as bad debts as the same was found notrealizable.
Cash and Bank Balance
The Cash and Bank balance represents bank balance and amounts placed in fixed depositswith Banks. As at 31st March 2016 the Company had a cash and bank balance ofRs.205.83 lakhs and further Rs.22.04 lakhs had been placed in fixed deposits with banks.
There was no addition to fixed asset. The net tangible assets as at March 31 2016 wereRs.0.23 lakhs. The entire intangible assets have been amortized.
Loans and Advances
Short-term loans and advances stood at Rs.2.92 lakhs as at March 31 2016 compared toRs.7.09 lakhs as at the end of the previous financial year.
Long term loans and advances decreased from Rs.755.50 lakhs as at the end of theprevious year to Rs.217.36 lakhs as at 31st March 2016. A portion of the loanamounting to Rs.124.65 lakhs was realized and consequent to winding-up of Dicetek (Sing)Pte Limited the wholly owned subsidiary the balance outstanding of Rs.472.61 lakhs wasfound not realizable and has been written-off. Advance taxes as at March 31 2016 stood atRs.139.19 lakhs compared to Rs.118.37 lakhs as at the end of the previous year.
Other current assets stood at Rs.0.52 lakhs compared to Rs.54.77 lakhs as at the end ofthe previous financial year. The entire Accrued interest on loan given to Wholly Ownedsubsidiary was realized.
Liabilities and provisions
Provision for bonus stood at Rs.72.67 lakhs as at March 31 2016 compared to Rs.56.94lakhs during the previous financial year. Provision for gratuity stood at Rs.39.43 lakhsas at March 31 2016.
Trade payables stood at Rs.0.94 lakhs as at March 31 2016 compared to Rs.0.71 lakhs asat the end of the previous year. Other current liabilities stood at Rs.103.93 lakhs. Ofthis Rs.101.98 lakhs represents salary and related payable.
Your Company's business is highly people driven and the development and retention ofhuman resources is one of the key challenges. During the financial year 2015-16 yourCompany continued to face unprecedented attrition of employees. Going forward yourCompany faces a huge challenge and has to proactively act in order to attract and retainthe best talents.
E. Directors and Key Managerial Personnel
Mr. Srikanth Ramanathan was re-appointed as Managing Director of the Company for aperiod of 1 year with effect from February 6 2015. Accordingly his term as ManagingDirector ended on February 5 2016. The Board of Directors of the Company based on therecommendation of the Nomination & Remuneration committee have re-appointed Mr.Srikanth Ramanathan as Managing Director for a period of one year with effect fromFebruary 6 2016. Mr. Srikanth Ramanathan has expressed his desire to not draw anyremuneration from the company and accordingly he is not being paid any remunerationw.e.f. January 1 2012. The Board of Directors recommend the re-appointment of Mr.Srikanth Ramanathan as Managing Director for a period of 1 year with effect from February6 2016. Mr. Srikanth Ramanathan Managing Director retires by rotation in accordance withthe provisions of the Companies Act 2013 and being eligible offers himself forre-appointment.
The Company is on the lookout for suitable persons for the positions of Chief FinancialOfficer and Company Secretary.
In accordance with the requirements of Section 149 of the Companies Act 2013 theCompany has appointed Mr. K. Balaji Mr. V. Ganapathi Subramanian and Mr. K.S.Vaidyanathan as Independent Directors for a period of 5 (five) consecutive years for aterm up to the conclusion of the 25th Annual General Meeting to be held in thecalendar year 2019. The Company has also appointed Mrs. Kamakshi Shankararaman asIndependent Director with effect from July 10 2015 for a term up to July 09 2020.
All the Independent Directors have confirmed that they meet the criteria as mentionedunder Regulation 16(1) (b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI LODRRegulations") read with Section 149(6) of the Companies Act 2013.
In accordance with Regulation 36(3) SEBI LODR Regulations the full details of Directorseeking re-appointment at the ensuing Annual General Meeting have been furnished in theNotice convening the meeting of the Shareholders.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors and their remuneration. Thepolicy for selection and appointment of Directors and their remuneration is stated in theReport on Corporate Governance.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees for the purposeof attending meetings of the Company.
The manner in which formal evaluation has been made by the Board of its own performanceand that of its committees and individual directors is given in the Report on CorporateGovernance.
The Company has devised a formal familiarization programme for its IndependentDirectors the details of which are provided in the Report on Corporate Governance.
F. Meetings of the Board and Audit Committee
During the year under review six meetings of the Board of Directors and five meetingsof the Audit Committee were held. For further details please refer the report onCorporate Governance. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.
The details pertaining to composition of the Audit Committee are included in theCorporate Governance Report which forms part of this Annual Report.
I Statutory Auditor
Mr. S. Ramanath Chartered Accountant Coimbatore (Membership No. 29416) wasre-appointed as the statutory auditor of the Company at the Annual General Meeting held onSeptember 9 2014 for a period of 3 years to hold office till the conclusion of the 23rdAnnual General Meeting of the Company to be held in the year 2017 (subject to ratificationof his appointment at every Annual General Meeting).
As per the provisions of Section 139 of the Companies Act 2013 and the rules framedthere under the appointment of Mr. S. Ramanath as Auditor of the Company till theconclusion of the 23rd Annual General Meeting of the Company to be held in theyear 2017 is subject to ratification of his appointment at every Annual General Meeting.Your Directors recommend the ratification of appointment of Mr. S. Ramanath as Auditor ofthe Company.
The Company has received confirmation from Mr. S. Ramanath to the effect that hisappointment is within the prescribed limits under Section 141(3) (g) of the Companies Act2013 and that he is not disqualified for re-appointment.
The Auditors' Report does not contain any qualification reservation or adverse remark.
II Internal Auditor
As per Section 138 of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 Ms. M.S. Indira Chartered Accountant Chennai (Membership No.230544) was appointed as an Internal Auditor of the Company for financial year 2015-16.
III. Secretarial Auditor
The Board has appointed Mr. V. Sudhindhar Practising Company Secretary Chennai(Membership No. 5722) to conduct Secretarial Audit of the Company for the financial year2015-16. The Report of the Secretarial Audit is annexed herewith as "Annexure -1". The Secretarial Audit Report does not contain any qualification reservationor adverse remark.
H. Directors' Responsibility Statement
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the Loss ofthe Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2015-16.
As at March 31 2016 your Company does not have any subsidiary.
J. Corporate Governance
As per SEBI LODR Regulations Corporate Governance report with auditors' certificatethereon are attached which forms part of this report.
The declaration by the Managing Director addressed to the members of the Companyregarding adherence to the Code of Conduct by the Members of the Board and by the Membersof the Senior Management Personnel of the Company is also attached to this Report.
K. Risk Management
The Company views risk management as a continuous process which is the principal driverfor effective Corporate Governance and for enhancement of value to the shareholders.
The Board has formed a Risk Management Committee to oversee and manage the RiskManagement and mitigation frame work. The Risk Management Committee comprises of Mr. K.Balaji Chairman and Mr. Srikanth Ramanathan Managing Director. The detailed terms ofreference of the Risk Management Committee is provided in the report on CorporateGovernance.
The Company has framed a policy on Risk Management and the same has been posted on theCompany's website and is available on the following link:http://www.aurumsoftsystems.com/investors-Code- Conduct.php
L. Related Party Transaction
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. During the year theCompany had not entered into any related party transaction which could be consideredmaterial in accordance with the policy of the Company on Related Party Transactions.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and the same is available on the following link:http://www.aurumsoftsystems.com/investors-Code- Conduct.php
The particulars of transactions between the Company and its related parties is set outin Note 23 of Notes to the standalone financial statements.
M. Corporate Social Responsibility
The requirement on Corporate Social Responsibility as provided in Section 135 of theCompanies Act 2013 is not applicable to your Company.
N. Whistle Blower Mechanism
Your Company has adopted a Whistle Blower Policy so that the employees of the Companyhave a secure mechanism to report any concerns that they may have of actual suspected orplanned wrongdoings to the Chairman of the Board and Chairman of the Audit Committee. Thewhistle blower policy is available on the Company's website in the following link:http://www.aurumsoftsystems.com/investors-Code- Conduct.php
O. Conservation of Energy Technology Absorption and Research & Development
Your Company's power requirements are very minimal. Your Company however takes everypossible step to make optimum utilization of energy and avoid unnecessary wastage ofpower.
Your Company keeps itself updated with the latest technology available in the market.Your Company constantly strives to enhance state-of-the-art development standards to meetthe ever growing challenges of the corporate world. Your company aims at providingfuture-proof and future adaptable technologies to all its clients.
P. Extract of Annual Return
Extract of the Annual Return of the Company is annexed herewith as "Annexure -2" to this Report.
Q. Foreign Exchange Earnings and Outgo
During the financial year 2015-16 the total foreign exchange earnings on account ofInterest on Loan to the Company's wholly owned foreign subsidiary was Rs.12.15 lakhs.There was no expenditure incurred by the Company in foreign currency during financial year2015-16.
During the year your Company has not accepted any deposits from the public.
S. Particulars of Employees and related disclosures
During the financial year 2015-16 no employee of the Company has drawn remuneration inexcess of the limits specified under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 that requires disclosure under Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
The disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below:
i. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year
No remuneration has been paid to any of the Directors of the Company. The sitting feespaid to the Directors is not treated as remuneration. The median remuneration of theemployees of the Company during the financial year 2015-16 is Rs.142320.
ii. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year
No remuneration is paid to the Managing Director of the Company. The Company does nothave any other Key Managerial Personnel.
iii. The percentage increase in the median remuneration of employees in the financialyear
The percentage increase in the median remuneration of the employees during thefinancial year 2015-16 is 0.08%.
iv. The number of permanent employees on the rolls of company
The number of permanent employees on the rolls of the Company as on 31stMarch 2016 is 520.
v. The explanation on the relationship between average increase in remuneration andcompany performance
The Company's Loss after Tax for the Financial Year 2015-16 was Rs.2108.05 lakhscompared to a Loss after Tax of Rs.9.37 lakhs. The average increase in remuneration of theemployees (excluding Key Managerial Personnel) during the financial year 2015-16 is 7.19%.The increase in remuneration is in line with the remuneration policy of the Company.
vi. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company
No remuneration is paid to the Managing Director of the Company. The Company does nothave any other Key Managerial Personnel.
vii. Variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year
|Particulars ||Issued Capital (Shares) ||Closing Market Price per share (Rs.) ||EPS (Rs.) ||PE ratio ||Market Capitalisation (Rs. in Crores) |
|As on 31st March 2015 ||65100000 ||1.60 ||(0.01) ||N.A ||10.42 |
|As on 31st March 2016 ||65100000 ||1.05 ||(3.24) ||N.A ||6.84 |
|Increase/(Decrease) ||- ||(0.55) ||(3.23) || ||(3.58) |
|% Increase/(Decrease) ||- ||(34.38%) ||32300% || ||(34.38%) |
|Issue Price of the share at the last Public Offer (IPO) ||- ||2.00 || || || |
|(Decrease) in market price as on 31st March 2016 as compared to Issue Price at IPO ||- ||(0.95) || || || |
|% (Decrease) in market price ||- ||(47.50%) || || || |
viii. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration
Average increase in remuneration of employees other than Key Managerial Personnel is7.19%. No remuneration is paid to the Managing Director of the Company. The Company doesnot have any other Key Managerial Personnel.
ix. Comparison of each of the remuneration of the Key Managerial Personnel against theperformance of the company
No remuneration is paid to the Managing Director of the Company. The Company does nothave any other Key Managerial Personnel.
x. The key parameters for any variable component of remuneration availed by thedirectors
No remuneration has been paid to any of the Directors of the Company. The sitting feespaid to the directors is not treated as remuneration.
xi. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year
xii. Affirmation that the remuneration is as per the remuneration policy of the company
The remuneration is as per the remuneration policy of the Company
T. Other Disclosures
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
During the year under review no Complaint was received by the Company pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
As at 31st March 2016 the Company does not have any Loan Guarantee orinvestments covered under the Provisions of Section 186 of the Companies Act 2013.
Your Directors wish to place on record their appreciation to all shareholderscustomers suppliers and bankers for their co-operation and support extended to theCompany.
Your Directors also place on record their appreciation of the efforts and contributionduring 2015-16 of the Company's employees.
For and on behalf of the Board of Directors
| ||K. Balaji |
|Chennai May 30 2016 ||Chairman |