The Members of
Omnitech infoSolutions Limited
Your Directors have pleasure in presenting the 24th Annual Report togetherwith the audited accounts of the company for the year ended 31st March 2014.
I. FINANCIAL HIGHLIGHTS:
The Performance of the Company for the financial year ended March 31 2014 issummarised below:
| || ||Rs. In lacs) |
|PARTICULARS ||2013-14 ||2012-13 |
|Income from Operations ||19131.15 ||44938.80 |
|Profit before Interest Depreciation and Tax (PBIDT) || ||11547.94 |
|Interest including finance expenses ||3103.50 ||2658.04 |
|Depreciation ||6244.34 ||5329.22 |
|Profit before Tax (PBT) ||-13587.02 ||3560.68 |
|Provision for Taxation including FBT & Deferred Tax ||1061.10 ||1691.02 |
|Profit after Tax (PAT) ||-14648.12 ||1869.66 |
|Balance brought forward from previous year ||20813.07 ||19301.77 |
|Transfer back of amount appropriated for Dividend and Dividend Tax ||263.36 || |
|Amount Available for Appropriation ||6428.31 ||21171.43 |
|Appropriations: || || |
|Proposed Dividend ||- ||225.03 |
|Dividend Tax ||- ||38.33 |
|General Reserve ||- ||95.00 |
|Balance Carried Forward to Balance Sheet ||6428.31 ||19301.78 |
II. REVIEW OF PERFORMANCE
a. Operating Results:
During the Year your Company achieved Income from Operations amounting to Rs.19131.15lacs as compared to Rs. 44938.90 lacs in the previous year thereby recording an decreaseof 57.42%. The Net Loss after tax for the year was Rs. 14648.12 lacs as compared to a NetProfit after tax of Rs. 1869.66 lacs in the previous year.
Last year has been very challenging for Your Company due to economic slowdown globaluncertainty competition and rising interest costs and also due to our subsidiaries inEurope and Asia facing the similar challenges.
Your Company has been able to make an agreement with its lending banks to restructureits borrowings through Corporate Debt Restructuring Mechanism (CDR) in such a way whichis needed to restore the normalcy in business and come out of this challenging phase. Yourcompany hopes to have the CDR implemented during the year 2014-15.
b. Financing Cost:
The Finance Cost has increased by Rs 445.45 lacs as compared to the previous yearwhich is mainly due to raising of additional working capital facility.
Your Board of Directors recommends no dividend for the year 2013-14.
IV. FIXED DEPOSITS
Your company accepted deposits from the public during the year.
V. SUBSIDIARY COMPANIES
The Company has the following 4 subsidiaries as on 31st March 2014.
Omnitech Technologies Inc. USA
Europe Omnitech Technology Services B.V. Netherlands
Omnitech Services Pte. Ltd. Singapore
Omnitech (Singapore) Holding Pte Ltd Singapore
The Company has the following 4 step down subsidiaries as on 31st March 2014.
1. Avensus Nederland B.V
2. Omnitech (UK) Technologies Ltd
3. Omnitech Services Limited Hongkong
4. Omnitech Services Japan Co. Ltd.
5. Omnitech Australia Pty Ltd.
As required under the provisions of Section 212 of the Companies Act 1956 a statementshowing the holding company's interest in the subsidiary companies forms part of theAnnual Report.
VI. CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in presenting Consolidated Financial Statements which formpart of the Annual Report. However since there has not been any operation in Omnitech(Singapore) Holding Pte Ltd Singapore Omnitech (UK) Technologies Ltd. During theFinancial Year 2013-14 its accounts have not been considered for consolidation.
Your company recognizes quality as an important differentiator in industry. Thereforeit has well defined stringent quality standards with customer focus and managementcommitment and involvement across hierarchies. Your company has been certified for ISO9001:2008 ISO 20000:2005 ISO 27001:2005 and BS 25999:2007. These certifications reflectthat your Company has well defined Quality processes and procedures in place which leadto total customer satisfaction as regards Quality Management.
Quality Policy: "To achieve business leadership in IT solutions and servicesthrough customer loyalty satisfaction & trust integrating innovative technologyquality processes secured information resilient infrastructure & trained manpowersupported by effective customer relationship & efficient services."
VIII. HUMAN RESOURCES
Your company employed a total of 151 employees as on 31st March 2014. Dueto scaling down of business as enumerated under Review of Performance the manpower hasdrastically gone down as compared to last year. However your Company will continue tostrive hard to scale up the business thereby hiring and nurturing the professionals.
While the work culture emphasizes leadership through teamwork your Company stressesindividual growth through innovation as your Company believes that progress is a dynamicprocess that continually throws up challenges demanding innovative solutions from creativethinkers.
Your Company's personnel policies are hence aimed at nurturing the professional growthof employees by providing a stimulating work environment a variety of challenges and ahost of material rewards.
IX. CORPORATE GOVERNANCE
A report on Corporate Governance along with Auditors' certificate on compliance withthe conditions of Corporate Governance as stipulated in clause 49 of the listingagreement is provided elsewhere in the Annual report.
X. CORPORATE SOCIAL RESPONSIBILITY
Your Company believes that society is one of its important stakeholders and approachesits social responsibility as a corporate citizen. Reaffirming its role as a contributingmember of the social and economic milieu it occupies the Company aligns its businessoperations with social values. As a responsible corporate citizen the Company iscommitted to extend its hand to the under privileged in areas of education healthcareetc.
In terms of the Articles of Association of your Company and relevant provisions of theCompanies Act 2013 and rules made thereunder Mr. Devarshi D. Buch retire at theforthcoming Annual General Meeting and being eligible offer themselves forre-appointment. Further pursuant to the provisions of Section 149150152 read withSchedule IV of the Companies Act 2013 and clause 49 of listing agreement Mr. Vasudeva V.Kamath Dr. Ram K. Mangal and Dr. Kalimohan Bhattacharya are proposed to be appointed asNon-executive Independent Directors not liable to retire by rotation at the ensuingAnnual General Meeting.
Brief Resume of the Directors proposed to be reappointed nature of their expertise inspecific functional areas the names of the Companies in which they hold Directorships& memberships/chairmanships of Board Committees and their shareholdings in theCompany as stipulated under Clause 49 of the Listing Agreements with the Stock Exchangesin India are provided in the Notice of Annual General Meeting.
XII. AUDITORS' REPORT
The observations made in the Auditors' report are self-explanatory and therefore do notcall for any further comments under Section 217(3) of the Companies Act 1956.
Your Directors request you to appoint Auditors for the Financial Year 2014-15. In thisregard attention of the Members is invited to Item 3 of the accompanying Notice conveningforthcoming Annual General Meeting.
XIII. STATUTORY INFORMATION
The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under section 217(l)(e) of theCompanies Act 1956 read with the Companies (Disclosure of continued Particulars in theReport of Board of Directors) Rules 1988 are set out in the Annexure 'A' includedin this report.
As required by the provisions of Section 217 (2A) of the Companies Act 1956 asamended read with the Companies (Particulars of Employees) Rules 1975 the names andother particulars of the employees are set out in the Annexure 'B' to this Report
As required by SEBI (ESOP & ESOS) Guidelines 1999 the relevant disclosure is setout in the Annexure 'C to this report.
XIV. DIRECTORS' RESPONSIBILITY STATEMENT
Based on representations from the Management the Directors state in pursuance ofSection 217 (2AA) of the Companies Act 1956 that:
i) the Company has in the preparation of the annual accounts for the year ended 31stMarch 2014 followed the applicable accounting standards along with proper explanationsrelating to material departures if any;
ii) the Directors have 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 as at 31st March 2014 and of the profitof the Company for the financial year ended 31st March 2014;
iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;and
iv) the Directors have prepared the annual accounts on a going concern basis.
Your Directors take this opportunity to thank all the Shareholders Customers VendorsBankers and Regulatory & Government Authorities for the strong support thatthey have continued to extend to your Company.
The Board also takes this opportunity to place on record its appreciation of theoutstanding performance and dedication of your Company's employees at all levels withoutwhose commitment the achievement of results as indicated above could not have beenpossible.
| || |
By Order of the Board of Directors
| || |
Omnitech InfoSolutions Limited
| ||Sd/- ||Sd/- |
|Place: Mumbai ||(Atul Hemani) ||(Avinash Pitale) |
|Date: 28th May 2014 ||Managing Director & CEO ||Jt. Managing Director |