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ERP Soft Systems Ltd.

BSE: 530909 Sector: IT
NSE: N.A. ISIN Code: INE308B01017
BSE LIVE 13:41 | 27 Jan Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 74.00
PREVIOUS CLOSE 73.15
VOLUME 2
52-Week high 74.00
52-Week low 69.50
P/E 239.66
Mkt Cap.(Rs cr) 28
Buy Price 0.00
Buy Qty 0.00
Sell Price 69.50
Sell Qty 8.00
OPEN 74.00
CLOSE 73.15
VOLUME 2
52-Week high 74.00
52-Week low 69.50
P/E 239.66
Mkt Cap.(Rs cr) 28
Buy Price 0.00
Buy Qty 0.00
Sell Price 69.50
Sell Qty 8.00

ERP Soft Systems Ltd. (ERPSOFTSYSTEMS) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting before you the Annual Report of the Companytogether with the Audited Statements of Accounts (including consolidated financialstatements) for the year ended 31 March 2016.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

The performance during the period ended 31st March 2016 has been as under:

(Rs. in lakhs)

Particulars Standalone
2015-2016 2014-2015
Total Income 79.88 70.25
Total Expenditure 62.07 49.97
Profit Before Tax 17.80 20.28
Provision for Tax 6.82 6.35
Profit after Tax 10.99 13.93
Balance Carried to Balance Sheet 10.99 13.93

(Rs. in lakhs)

Particulars Consolidated
2015-2016 2014-2015
Total Income 2638.14 1476.75
Total Expenditure 2518.85 1414.44
Profit Before Tax 119.28 62.30
Provision for Tax 18.17 19.35
Profit after Tax 101.11 42.95
Balance Carried to Balance Sheet 101.11 42.95

2. DISCLOSURE UNDER SECTION 134(3)(I) OF THE COMPANIES ACT2013:

There were no material changes and commitments affecting financial position of thecompany between 31 March and the date of Board's Report. (i.e. 12/08/2016)

Registrar and Transfer Agent of the Company has been changed from M/s Cameo CorporateServices Limited Chennai to M/s Aarthi Consultants Private Limited Hyderabad.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

4. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.

5. TRANSFER TO RESERVES:

Directors have decided not to transfer any amount to reserves for the year.

6. DIVIDEND:

Keeping the Company's expansion and growth plans in mind your Directors have decidednot to recommend dividend for the year.

7. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.

9. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH

RELATED PARTIES:

The details of transactions/contracts/arrangements entered into by the Company withrelated party(ies) as defined under the provisions of Section 2(76) of the Companies Act2013 during the financial year under review are furnished in detail somewhere else inthe report (if applicable) and forms part of this Report.

11. BOARD MEETINGS DURING THE YEAR:

The Board of Directors duly met 5 (five) times on 30.05.2015 12.08.2015 28.08.201512.11.2015 and 12.02.2016 in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.

12. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid up capital andnetworth of the company is less than Rs.10.00 crores and Rs.25.00 crores respectively.However the company voluntarily provides a separate section in the Annual Report titled"Report on Corporate Governance" along with the Auditors' Certificate onCorporate Governance as stipulated under Regulation 34 read with Schedule V of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

13. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report – Annexure I

14. RETIREMENTS AND RESIGNATIONS:

During the year no director has resigned from the Company. Mrs. K. Parvathi Reddyretires by rotation and being eligible offers herself for reappointment. Further Mrs. K.Parvathi Reddy Mrs D. Kowsalyamma

Mrs.D. Sarojanamma and Mr. K. Radhakrishna Reddy are being reappointed as ManagingDirector and Wholetime Directors respectively of the Company. Your Board recommend theirappointment.

15. DIRECTORS/CEO/CFO AND KEY MANANGERIAL PERSONNEL:

During the year there is no change in the Board of the Company.

16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. P.V Srinivasa Rao and Mrs. R. KamalaMohan Independent directors of the company to the effect that they are meeting thecriteria of independence as provided in Sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.-Annexure-II

17. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE /

FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:

100% Subsidiary company Libertycom LLC in USA is focusing on ERP BusinessIntelligence/ Analytics projects and staffing.

In accordance with Section 129(3) of the Companies Act 2013 a statement containingsalient features of the financial statements of the subsidiary companies in Form AOC1 isprovided at Annexure-III. In accordance with third proviso to Section 136(1) of theCompanies Act 2013 the Annual Report of your Company containing therein its auditedstandalone and the consolidated financial statements has been placed on the website of theCompany at www.erpsoft.com

Further audited financial statements together with related information and otherreports of each of the subsidiary companies have also been placed on the website of theCompany at www.erpsoft.com.

19. STATUTORY AUDITORS:

M/s. Vijayaraghavan and Associates Chartered Accountants Statutory Auditors of theCompany retire at the ensuing Annual General Meeting and being eligible have expressedtheir willingness for reappointment. Your directors propose the appointment of M/s.Vijayaraghavan and Associates Chartered Accountants as statutory auditors to hold officeuntil the conclusion of the next Annual General Meeting of the company.

The Board recommends the re-appointment of M/s. Vijayaraghavan and AssociatesChartered Accountants as the statutory auditors of the Company from the conclusion of thisAnnual General meeting till the conclusion of the next Annual General Meeting.

20. INTERNAL AUDITORS:

M/s Ashok Golechha & Co. Chartered Accountants are the internal Auditors of theCompany

21. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 Secretarial audit report as provided by M/s. S. S. Reddy & AssociatesPracticing Company Secretaries is annexed to this Report as annexure.

22. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2016 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges that may occur in theindustry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and does not have anyqualifications reservations or adverse remarks.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the company does not have the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crores or more a net profit of Rs. 5 Crores or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

24. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND

DISCLOSURE REQUIREMENTS) REGULATIONS 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has signed uniform listing agreement with BSE Limited and framed thefollowing policies which are available on Company's website i.e. www.erpsoft.com

• Board Diversity Policy

• Policy on preservation of Documents

• Risk Management Policy

• Whistle Blower Policy

• Familiarisation programme for Independent Directors

• Anti Sexual Harrassment Policy

• Related Party Policy

• Code of Conduct

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) NIL
2. Technology absorption adoption and innovation NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings $48600
Foreign Exchange Outgo NIL

26. INSURANCE:

The properties and assets of your Company are adequately insured.

27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given loans or Guarantees during the year under review.

28. CREDIT & GUARANTEE FACILITIES:

The Company has not been availing any Credit and Guarantee Facilities.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to the Company.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies(Appointment & Remuneration) Rules 2014 no remuneration is being paid toany of the Directors of the Company.

31. NON-EXECUTIVE DIRECTORS' COMPENSATION AND

DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

32. CEO/ CFO CERTIFICATION:

The Managing Director and CEO/ CFO certification of the financial statements for theyear 2015-16 is provided elsewhere in this Annual Report.

33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE

RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.

34. SECRETARIAL STANDARDS:

The company is in compliance with SS 1 & SS 2.

35. EVENT BASED DISCLOSURES:

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: The Company has not issued any sweat equityshares during the year under review and hence no information as per provisions of Section54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.

2. Issue of shares with differential rights: The Company has not issued anyshares with differential rights and hence no information as per provisions of Section43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture)Rules 2014.

3. Issue of shares under employee's stock option scheme: The Company has notissued any equity shares under Employees Stock Option Scheme during the year under reviewand hence no information as per provisions of Section 62(1)(b) of the Act read with Rule12(9) of the Companies (Share Capital and Debenture) Rules 2014

4. Non- Exercising of voting rights : During the year under review therewere no instances of non-exercising of voting rights in respect of shares purchaseddirectly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase ofits shares: The Company did not purchase or give any loans for purchase of its shares.

6. Buy back shares: The Company did not buy-back any shares during theperiod under review.

7. Disclosure about revision: Since the company did not undergo anyrevision this clause is Not Applicable to the company for the period under review.

8. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.

36. EMPLOYEE RELATIONS AND REMUNERATION:

Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 197(12) of CompaniesAct 2013 read with Rule 5 of Companies(Appointment & Remuneration Of ManagerialPersonnel) Rules 2014.

37. DISCLOSURE UNDER THE ANTI-SEXUAL HARASSMENT OF

WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposedduring the calendar year.

No. of complaints received Nil
No. of complaints disposed off Nil

38. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions other statutory authorities likeSEBI ROC Stock Exchanges NSDL CDSL etc and shareholders of the Company for theircontinued support for the growth of the Company.

For and on Behalf of the Board
ERP Soft Systems Limited
Sd/- Sd/-
K. Parvathi Reddy D. Sarojanamma
Place: Chennai Managing Director Director
Date: 12.08.2016 (DIN: 00827258) (DIN: 05208974)