ICES SOFTWARE LIMITED
ANNUAL REPORT 1998-1999
The Directors have pleasure in presenting their 5th Annual Report on the
business and operation of the company for period of 15 months ended on 30-
In the absence of adequate profit, your Directors have not recommended any
dividend for the year ended 30-06-1999.
The company's operations during the year witnessed major changes due to
management and operational restructuring. The intermediary for Bell Canada
project M/s. Daxxes Corporation, closing all is operations-in Canada /
India, compelled ICES to take up front-end role and closing all its
operations in Cananda / India, compelled ICES to take up front-end role and
shoulder all responsibilities on financial and marketing front. On the
corporate governance front, due to accountability report going negative,
two senior Directors had to leave and natural consequence was to
restructure the total management set-up and full scale exercise to
reengineer the Company was taken up to make it more responsible and dynamic
to take up challenging position in emerging environment.
On positive front, ICES continued to execute orders or US West, Petris
Technologies, and other overseas clients. Also, ICES I.T. consulting
division was set up and organised to take up "Turnkey I.T. System
Integration Projects' for domestic markets. The special interest group was
formed to develop Web based technologies and also set up `Space Commerce
Division to respond to the emerging opportunities in internet based market
place and initiatives were taken upto develop some special web sites
dedicated to technologies and E-commerce and integrated internal enterprise
planning. The effect of all these actions shall be reflected in the current
During the year under review, your company had undertaken the exercise of
issuing the new share Certificates with in-built feature of Safety
Identification Mark and Computer Bar Code to the share holders who have
lodged their old Share Certificates to the company. The Company has
received overwhelming response for the success of the exercise subjected
above. The new share Certificates so issued shall be difficult to be
imitated by the unscrupulous persons and thereby the healthy trading in
your script has been ensured to the share holders as well as investors at
large involved in the capital market. The Company, therefore. in
consultation with The Stock Exchange, Mumbai, observed the Book Closure to
determine the entitlement to the new share certificates. The Board of
Directors of your company appeals to all the Investors and shareholders to
exchange the new share certificates on surrendering of the old share
certificates to shield the safety in the capital market Your company has
completed the exercise of exchanging the new share certificates by lion's
share and the Directors are in the process of approaching the stock
exchanges for discontinuing the .canoe of old share certificates and to
have a good delivery only in the New Share Certificates.
In the process of more safe and advanced handling of investor services and
to ensure the highest level of trading in the shams it has been thought fit
and under the contemplation of your Board of Directors to switch over to
the DEMATERIALISATION of your shares by concluding the M O U with N S D L
The aforesaid exercise shall ensure the prompt trading with the absence of
unscrupulous practice in the capital market. The separate communication
will be conveyed to the Investors 1 Share holders.
Keeping in view the tradability of the share of your company and the
administrative cost involved therein, the Board of Directors of the company
has contemplated to effect the de-listing of Equity Shares at Ahmedabad,
cochin and New Delhi Stock Exchange in pursuance to the guidelines for
voluntary de-listing prescribed by Securities and Exchange Board of India
(SEBI). As required by the said guidelines, the Special Resolution for
according the approval to the action of the Board of Director to de-list
the shares subjected above is placed for according your approval. In the
interest of the Investors at large without affecting adversely the
tradability and liquidity and with the goal to control the administrative
cost, the Board of Directors do recommend the approval of voluntary de-
listing of shares. No Directors is directly of Indirectly interested in
passing the resolution except to the extent as a shareholder of the
The net revenue achieved during the year was Rs.947.704. The wholly owned
subsidiary of the company M/s ICES (AMERICA) INC, which ads as front end
office for ICES is also under total management restructuring and as such
the consolidated Annual Report as to be finalised on 31st December, 1999,
shall from part of ICES Annual Report as on 31st March, 2000.
India, having got stable Government, witnessed a boom in I.T. enterprises
leading the economic recovery. Domestic markets alongwith exports,
responded to the new opportunity in I.T. field and market opportunity of
aggregated US$78 billion, by 2008, has opened up a whole now market place
for Indian Software Companies, to develop and rise to this opportunity to
tome 210 Century enterprises and lead the way. Your company is on fast
track to reposition its business strategy to gain respectable place in the
emerging market and is working very closely with leading edge technology
providers cur this direction.
The Company has been addressing the Y2K problem since mid 1998. All aspects
of the issue like hardware and system software, application software,
network have been covered in the remediation effort.
New software with improved functionality on current technology platforms
have been developed. The implementation of these software have been
Although the company don not foresee any major impact due to the Y2K
problem on account of its readiness, contingency plans are being developed
to meet any emergency situation.
At the ensuing Annual General Meeting of the members of the company, Mr. N
T Vaishanav and Ms. Hemangini S Desai will be retiring by rotation and are
eligible for reappointment. Mr. B K Achutha, Vice-Chairman, and Mr. B S
Vijayendra, Executive Director, have relinquished their office as such
during the year. In terms of the provisions of Companies Act, 1956, Mr. N T
Vaishnav, the Chairman arid promoter Director is appointed as Chairman and
CEO on whole tine basis. The terms and conditions of appointment and
payment of remuneration has been placed in the body of resolution /
Explanatory Statement for your kind approval. The Board of Directors do
recommend his appointment in light of the far-reaching impact on the
progress of the company by his matured visionary approach in guiding the
corporate affairs in the software development industry.
Messrs. D Burman and Associates, Chartered Accountants, retire at the
ensuing Annual General Meeting and have confirmed their eligibility and
willingness to accept the office, if appointed.
The employees at all levels stood by the Company a1 through the year and
continued to render the bast of their services with deep dedication. Any
achievement was possible because of their uniform and unstinted support
Your Directors wholeheartedty thank all the employees.
PARTICULARS OF EMPLOYEES
Particulars of employees under Section 217(2A) of the Companies Act, 1956
road with the Companies (Particulars of Employees) Rules, 1975, are
furnished in the Annexure II forming part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGES EARNINGS
Information pursuant to Section 217(1)(e) of the Companies Ad, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, is furnished in the Annexure I forming part of this
Your Directors wish to place on record their deep appreciation for the
continued co-operation rendered by the State and the Central Governments,
Software Technology Park authorities, Reserve Bank of India, Canara Bank,
KSIIDC, all Stock Exchanges Vendors Customers, business associates and the
BY ORDER OF THE BOARD
NOVEMBER, 22,1999. N T VAISHNAV
ANNEXURE TO THE DIRECTORS' REPORT
Particulars pursuant to the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988.
1. Conservation of Energy : Not applicable
2. Research and Development (R&D)
a. Specific areas in which R & D carried out by the Company None
b. Benefits derived in which R & D carried R by the Company NA
c. Expenditure on R & D Nil
d. future Plans
i. Continued focus on the existing services.
ii. Application packages for Domestic and International markets.
iii. Development of tools for some of the existing services rendering.
3. Technology Absorption, Adoption and Innovation.
The Company continues to use the technology adopted for their services and
it has been adopting the latest technologies from time to time to achieve
the productivity and quality. The Company also able to develop in-house
tools for certain services rendering and during this year its usage would
be optimum in production activities.