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Ontrack Systems Ltd.

BSE: 532607 Sector: IT
NSE: N.A. ISIN Code: INE426B01033
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Ontrack Systems Ltd. (ONTRACKSYSTEMS) - Director Report

Company director report

DIRECTORS

To

The Members of Ontrack Systems Limited

Your Directors are pleased to present the Twenty Fifth Annual Report together with theAudited Statement of Accounts and the Auditor’s Report of your Company for theFinancial Year ended March 31, 2013. The financial highlights for the year under revieware given below:

(Rs. in Lacs)

Sl. No. Description Amount for the year ended 31.03.2013 Amount for the year ended 31.03.2012
1. Total Income 10,446.07 10,327.83
2. Total Expenditure 10,182.77 9,954.07
3. Profit before interest, depreciation & tax 263.30 373.76
4. Finance Charges 188.68 173.43
5. Depreciation & impairment loss 6.01 30.30
6. Other income 92.95 40.98
7. Profit before tax 161.56 211.01
8. Provision for tax 41.14 27.66
9. Deferred Tax - Asset (0.10) 28.33
10. Profit after tax 120.52 155.02

RESULTS OF OPERATIONS

• The operations of the company significantly improved during this yearprincipally due to increase in domestic business.

Overseas operation continues to be sluggish except for some improvement in Australia.

• Our total revenue increased to Rs. 10539.02 Lakhs from Rs.10368.81 Lakhs in theprevious year at a growth rate of 1.64%..

• Profit before tax is Rs. 161.56 Lakhs during the year as against Rs.211.01 Lakhsin the previous year.

• The Net profit after tax of Rs.120.52 Lakhs as against Rs.155.02 Lakhs in theprevious year.

PERFORMANCE REVIEW OF BUSINESS UNITS

• Technology Solutions Group (TSG)

Technology Solutions Group since its inception in the year 2005 has helped itscustomers create a secure IT Infrastructure geared for meeting ever challenging andevolving requirements in different business environment. The team has enabled IT to betransitioned into an asset rather than just being a cost to the business.

TSG has invested in deploying Green IT solutions thereby enabling customers to reducetheir carbon footprint and have environment friendly solutions.

Virtualization technologies deployed by TSG has enabled many companies to convert theirphysical servers into virtual machines with 99.99% availability – thereby creatingvaluable space in the data centers, reduced consumption of energy and ease ofmanageability and agility of the IT Infrastructure.

TSG has helped customers design their infrastructure to support big data, assistingthem to store data securely and access efficiently. TSG deployed storage efficiencysolutions that helped many customers get the most out their storage investments byimproving productivity while reducing their costs.

TSG aims to provide customers with a range of consultancy services that will enablethem to implement and manage IPv6 successfully and migration from IPv4 technology.

• SAP Business One

Considering the challenges for the SME organization in selecting and investing in abranded ERP, the risk for success is one of the major key concerns of the decision makingprocess SAP B1 has mitigated from time to time in re-modeling the implementation serviceapproach and putting more focus on Change Management and User Acceptance Training andTesting.

Some of the new Launch includes:

Configured Solution for Process Manufacturing Industry vertical, Add-on Modules, GatePass Management, Discrete Manufacturing (Process

Routing Management). Sub-Contracting and Jobbing, Localized and Government AcknowledgedPayroll Solution as per Localization, Purchase/ Production Indenting/Requisitions andApprovals, PF Trust Management, Purchase Tendering, Pre-Configured Solutions for Iron andSteel Industry and IT Hardware/Software Distributors, Solutions for College/CampusManagement integrated with SAP Business One, Readymade SAP B1 solution for HealthcareIndustry Vertical.

• Tendertimes.com

The company’s offering of Secure ‘T’ tender Management solution has beenvery widely received by the customers. E-procurements with e-auction and e-reverse auctionsuits are now being offered to clients on a trial basis. E-procurement has beenuniversally recognized as a method to reduce and manage enterprise costs.

The company has now embarked on offering on-line end to end tender management solutionskeeping in mind the market demands for such cost effective technology for transparenttendering process. Tender times will continue to add more value to its brand equity andenjoy its premium and leadership position in the e-tendering domain.

• Indiaonestop.com

The revenue from Sales of Project reports maintained a healthy upward trend. Overseasclients were added from as far as Germany, Libya, UAE, USA, Egypt, Venezuela, Bahrain,Saudi Arabia and Sri Lanka. Indiaonestop.com is continuing its efforts to strengthen itse-platform in providing more and more valuable and updated information for its Indianbusiness and industry helping exchange of information, views between India and othercountries. During the year under review the portal registered over 4.7 million visitorsmonthly from over 90 countries.

• ERP Solutions

ERP implementations were closed on different platform including SAP B1 with majorclients across the country.

MS Dynamics practice has expanded providing solution to clients’ length andbreadth of the country. SME segment have been targeted offerings different suits dependingon the client’s needs. A Memorandum of Understanding was signed between West BengalIndustry Development Corporation Ltd. (Webel – a nodal agency for development of ITand ITES industry in West Bengal) and our company by offering a six months certificatecourse for training in ERP and Management practice in Microsoft Dynamics NAV and Axapta.The response has been encouraging. Some of the training personnel are absorbed in thecompany for execution of various projects in hand.

• Microsoft Dynamics NAV

In-spite-of the not so favorable market condition this division could add several newclients during last financial years and came out as the highest revenue contributor in theEast for Microsoft.

With a vision to enter into the league of top five partners your company is now focusedon enhancing its geographical reach both nationally and internationally. Initially thetarget is to cover the Eastern India and reach out to Western India. Globally UK and UAEwhere we already has a strong presence have been identified as potential marketplace.

Subsidiary Companies

• UK: Ontrack UK WOS approach is partnering for long term relationship withcompanies to bring to them the offshore advantage of skills and price advantage. Therelationships grown over the year will make into long term business partners once theeconomy gets confident and companies begin to reinvest in its IT spend.

Ontrack UK WOS continues to service Dresser Inc a GE company for onsite management ofinfrastructure support and other bespoke developments. The final Market launch of the UKbased Pharmacy chains POS and Web based application for the huge chain of single ownerpharmacy is ongoing.

Outlook for 2013 - 14

Ontrack UK WOS is working on a few proposed POC with GE Ontrack UK has delayedlaunching its Microsoft Dynamics offshore support practice in the UK due to the slowdown.It is looking into launching the same in 1st quarter of 2013 as there is decent demand inMS Dynamics Axapta.

• UAE: The African crisis contributed to a large extent in the poor businessenvironment in Middle East. However, client retention and renewal of existing contractscontinued. The Google Apps initiative was started and yielded results, with clientsacquired in UAE and the GCC region. The need to expand and consider new markets wasaddressed through delegation visits to Africa and regional partnership augmentation. Salesand marketing initiatives were undertaken in the region through these partnerships,primarily in Oman.

Government departments and projects were the main stay for the last fiscal. We continueto provide technical and infrastructure support to Government entities in Dubai and AbuDhabi.

Expansions of markets were targeted through visits to Nigeria and Kenya. Partnershipsfor project execution and delivery have been identified and lead generation for promisingprojects were undertaken through local partners. Regional partners in Oman and Bahrainwere identified, as well.

• Australia: Oz subsidiary signed Partnership agreement with SAP Australia forselling and implementing SAP Business One in various industries vertical especially in theSMB industry segment. The focus would be offshore- onshore combo model including gettingnew IT Managed service contracts.

Business outlook is improved substantially, Australia subsidiary portfolio now includespre-configured solutions for logistics, end to end single window, service IT consultancybesides extended SAP R/ 3 through cost effective SAP remote support.

• Associates:

First Job College:

The objective of the college is to prepare +2 passed students, industry ready byimparting hands on training while enrolling them full time BBA & BCA degree courseawarded by the UGC recognized State Govt. University.

The response for enrolment in the academic year 2012-13 has been very encouraging.Adequate infrastructures for both physical and training faculty are available. The bestamongst first batch from the college is likely to be absorbed with the Company.

• Comunet Info-systems Pvt. Ltd.

Energy Bill Payment system of WBSEDCL called ATP.

Comunet Info-systems Pvt. Ltd. has been able to grow more than three times in terms ofturnover during the year. Daily transactions made by the Automatic Bill Payment Kiosks ofWBSEDCL, managed by Comunet, have also increased significantly.

The company has executed successfully a ‘Proof of Concepts’ on the prototypealready developed by them and supplied to a NBFC. The product will fetch new business inthe coming years. Two more prototypes of transaction machine are being designed in thelaboratory of the company which will be developed in next year with the financial supportfrom MSME and Technology Development Board under Department of Science and Technology,Govt. of India.

The company achieved a turnover of 367.84 Lakhs during the year as against 1144.00Lakhs in the previous year. Profit after Tax being 1.21 Lakhs against that of lastyear’s 5.55 Lakhs for making substantial expenses in POC.

The Company has also explored new areas of ICT based services which will contribute tothe business of the co. from next year.

• Subsidiary companies Consolidated Financial Statement

The Board of Directors by a resolution at the meeting held on 30.05.2012 given consentfor not attaching the Balance Sheet and Financial statements in terms of the Central Govt.Ministry of Corporate Affairs Circular No.2/11 dated 08.02.2011. The consolidatedfinancial statements however have full details of the financial portion of thesubsidiaries as per the general approval of the Central Govt. Circular dated 08.02.2011.

• MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of yourCompany between the end of the Financial Year of your Company to which the Balance Sheetrelates and the date of this report.

• Increase in Share Capital

During the year under review the equity capital of the company has remained unchangedsince the company had not issued any new equity shares.

• Corporate Social Responsibility

The company has taken initiatives in sponsoring building road connecting two smallvillages to the nearest Block level offices in the Nadia district of West Bengal. TheCompany through its Educational Society proposes to impart skill development to at least100 students so that they are industry ready and employable.

• HUMAN RESOURCE DEVELOPMENT

The Company’s recruitment policy ensures suitable candidate with merit areselected from campus. Your Company constantly strives on improvement in the projectmanagement competency of its associates and personnel by continuous up gradation of theirskills by training and development. The Company’s expansion globally has resulted inglobal cultural integration since the Company employs people from various foreigncountries. The Company’s HR policies and processes are aligned to effectively driveits expanding business and emerging opportunities. Attrition during the fiscal remainedwithin reasonable proportion.

• QUALITY

The ISO 9001-2008 certification includes Company’s state-of-the art GlobalDelivery Centre at Salt Lake, Kolkata, Technology Solutions Group, Human ResourceDepartment, Accounts Department Tendertimes.com and IndiaOneStop.com. Internal auditchecks are conducted once every quarter for all the units. The software division of theCompany plans to implement ISMS (Information Security Management System) in its salt lakefacility.

• CORPORATE GOVERNANCE

The Company has complied with the requirement of Corporate Governance as stipulatedunder clause 49 of the Equity listing agreement with the Stock Exchanges and accordingly,the Report on Corporate Governance forms part of the Annual Report.

The requisite certificate from the Auditors of the Company, M/s. Goenka, Shaw &Co., regarding compliances with the conditions of the Corporate Governance is annexed tothis Report as also the Management Discussion and Analysis which is given as Annexure tothis Report.

• CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, R & D AND FOREIGN EXCHANGEEARNING AND OUTGO U/s 217(1) (e)

Your company continuously strives to conserve energy, adopt environment-friendlypractices and employ technology for efficient operations.

The Company operates in various state-of-art technology areas and has developed thenecessary related skills.

The Technology Change Management Group of the Company continuously scans the market fornew technologies, design systems and processes to induct such new technologies.

The foreign exchange earnings and outgoes for the year ended 31st March, 2013.

(Amount in Rs. )

2013 2012
Earnings 437.16 808.10
Outgoes 0.43 1.18

• PERSONNEL

The Particulars of Employees, as per Section 217(2A) of The Companies Act, 1956 readwith The Companies (Particulars of Employees) Rules, 1975 is Nil.

• DIRECTOR’S RESPONSIBILITY STATEMENT U/s 217(2AA)

The Financial statements are prepared in accordance with the accounting standardsissued by the Institute of Chartered Accountants of India and the requirements of theCompanies Act, 1956, to the extent applicable to us, and guidelines issued by SEBI on thehistorical cost convention as a going concern and on the actual basis. There are nomaterial departures from prescribed accounting standards in the adoption of the accountingstandards.

We accept responsibility for the integrity and objectivity of these financialstatements. The accounting policies used in the preparation of the financial statementshave been followed consistently except as otherwise stated in the notes. The estimates andjudgments related to the financial statements have been made on a prudent and reasonablebasis, in order that the financial statements reflect in a true and fair manner the formand substance of transactions, and reasonably present our state of affairs and profits forthe year.

• FIXED DEPOSITS

The Company has not accepted any fixed deposit and, as such, no amount of principal orinterest was outstanding as of the Balance Sheet date.

• DIRECTORS

Shri. Ramdevan V Krishnaswamy retires by rotation and being eligible offers himself forre-appointment.

• AUDITORS

M/s. Goenka Shaw & Co., Chartered Accountants, the Auditors of the Company, retireat the ensuing Annual General Meeting and have confirmed their eligibility and willingnessto continue till conclusion of next AGM of the company, if re-appointed.

• ACKNOWLEDGEMENT

Your Directors take this opportunity to thank its customers both in India and abroad,investors, business partners, bankers, financial institutions, business associates andadvisors for their consistent support to the Company. Your Directors place on record theirappreciation of the contributions made by employees at all level through hard work,cooperation and dedication, which has enabled the Company to move forward. Your Directorsonce again take this opportunity to thank the Governments of India, UK, UAE, Holland,Australia & USA for their cooperation and assistance in enabling your Company to enterthe global marketplace.

For and on behalf of the Board of Directors
Sd/- Sd/-
Place : Kolkata, India S. V. Ramani B. Hari
Date : 30.05.2013 Whole-time Director Chairman and
and Secretary Managing Director