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Datapro Information Technology Ltd.

BSE: 517473 Sector: Others
NSE: DATAPROINF ISIN Code: INE873A01020
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Datapro Information Technology Ltd. (DATAPROINF) - Director Report

Company director report

DATAPRO INFORMATION TECHNOLOGY LIMITED ANNUAL REPORT 2000-2001 DIRECTORS' REPORT To The Members, Your, directors are pleased to present their report on the business and operations of your company for the year ended March 31, 2001. QUICK REFERENCE ON FINANCIAL RESULTS Total revenue was Rs.967.66 Lac. Gross profit before Depreciation and Interest was Rs.110.45 Lac (11.41% of total revenues) and profit after tax was Rs.1.08 Lac. The fall in the revenue was mainly attributable to the slump in the Information Technology Sector during the year under review. However, your Company managed to reduce its overhead expenses and also some of the direct costs as a part of its restructuring programme at operational and managerial level. DIVIDEND Your directors have decided not to recommend dividend for the current year. The fund generated during current year is provided for the utilisation in the business operation and promotional activities. DEPOSITS Your company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 1956, during the year under review and, as such, no amount of principal or interest was outstanding as on the balance sheet date. INCREASE IN SHARE CAPITAL In accordance with the power conferred to the Board by the special resolution passed at the 10th Annual general meeting of the Company held on 17th July 1999, your company had issued and allotted vide the board resolution passed at Board meeting held on 31st July 1999, 23 Lac Zero Interest Fully Convertible Debentures (FCDs) of Rs. 100/- each with the option to convert them into Equity Shares within a period of 16 months from the date of allotment, to rank pari-passu with the existing Shares of the Company. Pursuant to the authority given to the Board of Directors the above said 23 Lac FCDs has been converted into 71,87,500 Equity Shares of Rs. 10/- each at a premium of Rs. 22/- per share on 31st August 2000. As a result of the above said allotment the Issued, Subscribed and Paid up Capital of the Company had increased to 2,97,98,800 Equity Shares of Rs. 10/- each. Later on these Equity Shares were splitted up into 14,89,44,000 Equity Shares of Rs. 2/- each fully paid up, pursuant to the approval given in the 11th Annual General Meeting of the Company held on 30th September 2000. BUSINESS OPERATION Your company demonstrated all-round though slow but steady growth during the year under review. Your company has entered into On-line Domain name Registration business in association with a well established US based Principal Company eNom. It helped the Company to expand its business within the existing infrastructure facility. The company has appointed more than 70 resellers in addition to a number of direct customers during the current year. Though the year under review does not reflect growth in term of total inflow and in turn net profit, but from business point of view it was very crucial year in term of strategic decision, restructuring and diversification is concerned. Your Company expects good revenue and stabilising business operations in the corning years on the basis of the effort made this year. In addition, Your company is closely monitoring the market situation and believes that its unique business model and prudent risk-management practices, coupled with a strong customer base and deep client relationships gives it a sustainable long-term competitive advantage. Your company will aggressively pursue new opportunities and will ensure adequate internal preparedness to take maximum advantage of such opportunities. CORPORATE GOVERNANCE Composition of board of Directors The existing board has a mix of whole-time and non whole-time independent directors who bring a wide range of skill and experience to the Board. The Company has implemented various processes to adhere with the Corporate Governance, through meetings of the Board of Directors. The Audit committee, comprising of all three independent directors as members viz. Mr. A. D. Narula, Director and Mr. Deepak Kamdar, Director arid Mr. Anand Bhatt, Director of the Company with Mr. A. D. Narula as its Chairman. The Committee in its meeting held on 26th June 2001, discussed and reviewed the audit plans, observations and reports of the Internal Audit Department and followed up the implementation of corrective actions, Company's Statutory Auditors were also present in the meeting to have their views and comments on the adequacy of internal control systems in the Company and Financial statements. The Audit Committee submits its reports to the Board of Directors which are then discussed Board Meeting. The Securities and Exchange Board of India, vide an amendment to-the Listing Agreement, has now directed listed companies to follow a uniform Code of Corporate Governance which also includes disclosures in the Annual Report. Whilst the Company is in compliance with most of the requirements prescribed on Corporate Governance, initiatives have been taken to ensure that the Company is fully compliant with the Corporate Governance Code well before the schedule of implementation i.e. March 31, 2002. The Company will commence reporting on compliance with clause 49 of the listing agreement, which has been mandatory from financial year 2001-2002. ADEQUACY OF INTERNAL CONTROLS.. The internal control systems in the Company is sufficiently backed with the reviews by management, and documented policies, guidelines and procedures. The internal control systems are designed to ensure that the financial and other records are reliable, for preparing financial statements and other data, and for maintaining accountability of assets. DIRECTORS Mr. Deepak Karndar and Mr. A. D. Narula, directors, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for the appointment. The Board recommends their re-appointments. AUDITORS M/s. Rajesh Kukreja & Associates, Chartered Accountants, Statutory Auditors of the Company will hold office till the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished the requisite certificate to the effect that their re- appointment, if effected, would be in accordance with Section 224(1B) of the Companies Act, 1956. AUDITORS' REPORT Auditors' report for the financial year under review is self explanatory and it does not include points being qualified for comments and to be highlighted except following; Point no. 2(vi)(a) The company has just ore employee out of total strength, who has completed five years of service for eligibility of Gratuity benefits. Since the material effect of the same is not substantial no actuarial valuation of the same has been done during the current year. Point no. 2(vi)(b) Being the mufti location nature of business activities of the company, all its supplier and customers are spread over the length and breath of the country. Besides this main customer base of the Company consist of retail dealing, it is an uphill task to receive the confirmation from them immediately. However Company as a part of its internal check procedure, is in the process of receiving the necessary reconciliation and confirmation. Point No.2(vi)(c) Company has asked for the confirmation of the balance from Sangli Bank and same is yet to be received. PARTICULAR OF EMPLOYEES There is no employee covered under Sec.217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rule, 1975. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO ETC. Conservation of energy The operations of your company are not energy-intensive. However, adequate measures have been taken to reduce energy consumption by using energy- efficient computers and by the purchase of energy-efficient equipment with the latest technologies. Research and development (R&D) Research and development of new services, designs, frameworks, processes and methodologies continue to be of importance at Datapro This allows your company to increase quality, productivity and customer satisfaction through continuous innovation. Further the Company continues to do research in areas of communication, network management, internet and E-commerce applications. Future plan of action There will be continued focus and increased investment in the above R&D activities. Future benefits are expected to flow in from initiatives undertaken this year. Technology absorption; adaptation and Innovation During the year, your company successfully shifted to latest version of Software more particularly Windows 2000. Foreign exchange earnings and outgo (Value in Rs.) Year ended Year ended March 31, 2001 March 31, 2000 Total Foreign Exchange earnings Nil 36,898 Total Foreign Exchange outgo 1,51,79,987 49,35,247 DIRECTOR'S RESPONSIBILITY STATEMENT, Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed: 1. That in the preparation of the accounts for the financial year ended 31st March 2001 the applicable accounting standards have been followed; 2. That the Directors have, selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the profits of the Company for the year ended 31st March 2001; 3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. That the Directors have prepared the annual accounts for the financial year ended 31st March 2001 on a going concern basis. HUMAN RESOURCE MANAGEMENT Given the knowledge-intensive nature of your company's activities, human resources are among its most critical assets. Recognising this your company has put in place a scalable recruitment and human resource management process, enabling it to attract and retain high-caliber employees. ACKNOWLEDGEMENT The overall performance of the Company could not have been possible without the dedication, commitment and enthusiasm of all its employees in another difficult year. The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as collective contribution to enable the Company to achieve the performance it did. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, and all the other-business associates for the continuous support given by them to the Company and their confidence in its management. for and on behalf of the board of directors, Datapro Information Technology Limited Sd/- (Rajeev Arora) Chairman & Managing Director Place: Mumbai Date : 11.08.2001

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