COMPUDYNE WINFOSYSTEMS LIMITED
ANNUAL REPORT 2004-2005
Your Directors have pleasure to present the 10th Annual Report and Audited
Accounts for the financial year ended 31st March 2005.
1) The State of Affairs of the Company
1.1 Financial Results
Rs. in lakhs
Year ended, March 31st 2005 2004
Revenue 62.95 147.19
Profit before Depreciation and Tax (535.89) (2318.27)
Less: Depreciation (491.91) (482.43)
Profit/(Loss) Before Tax (1027.80) (2800.70)
Less: Provision for tax Nil Nil
Profit/(Loss) After Tax (1027.80) (2800.70)
Your Company could not make good progress during the year, because of
continued depressed global economy, financial constraints and lack of
1.2 Business Prospects
Not withstanding the present difficulties faced by it, your Company is till
hopeful of undertaking orders, with financial support from the Banks.
Your Company can still provide services such as Animation and Visual
Effects (VFX) for Movies, Television, Commercials/Advertisement and Games,
and also Internet Application Solutions to various customers worldwide.
Digital.art.media (DAM), the Entertainment Division of Compudyne is the key
productive unit of the company and will play a major role in the success of
the company in the years to come by delivering quality products on time and
in a cost effective manner.
2. Proposed transfer of profits to reserves
In view of the loss your directors do not propose to transfer any funds to
the General Reserve.
Considering that the company has incurred a Loss during the year, your
directors do not recommend any dividend payment for the year financial year
4. Increase in share capital
There is no increase in the Share Capital of the Company during the year.
5. Term Borrowing
There has been no major change in the term borrowings during the year.
Your company believes that Quality is built into systems during the whole
process through which they are delivered, rather than being introduced as a
check at any specific point in the process. Your company's commitment to
Quality has resulted in receiving the prestigious ISO 9001:2000
certification. Your company has a well-documented Quality Management System
that addresses the key practices of SEI-CMM and ISO 9001-2000.
7. Fixed Deposits
The fixed deposit outstanding the meaning of Section 58A of the Companies
Act, 1956 as on 31.03.2005 is 13.83 lakhs. During the year matured fixed
deposit of Rs. 0.15 Lakhs have been repaid.
As at 31.3.2005 the Board cons of 3 directors of which, one director
namely, Mr. S S Dahiya is the whole time director of the company.
VNG Nath Associates, Chartered Accountants, retire at the ensuing Annual
General Meeting and have confirmed their eligibility and willingness to
accept office, if re appointed.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as per section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 are given below:
A. Conservation of Energy
The Company's operations involve low energy consumption. However, efforts
to conserve and optimize the use of energy through improved operational
methods and other means will continue.
B. Technology Absorption
a) Research and Development Research and Development was carried out in the
filed of Multimedia, Engineering Services, Visual Effects to Entertainment
Industry and Animations with latest technology to provide better services
and quality of work to the clients.
b) Technology absorption, Adoption and Innovation
Your Company has been constantly upgrading to cater to new technology in
the Multimedia, Visual Effects and Animations. It has also upgraded the
systems to the latest technology and to meet market needs.
C) Foreign Exchange Earnings and Outgo Foreign Exchange Earnings and
Particulars Current year Previous year
Earnings: Rs. 29,15,213 Rs. 55,41,072
US$ 53,067 US$ 87,690
JPY NIL JPY 1,470,000
GBP 6,500 11,540
Expenditure: Rs. 46,500 Rs. 22,53,073
US$ 1,000 US$ 32,614
JPY NIL JPY 20,11,889
11. Particulars of employees
The information required under section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 and forming
part of the Directors' Report for the year ended March 31, 2004:
12. Directors Responsibility Statement
The Directors, pursuant to Section 217(2AA) of the Companies (Amendment)
Act, 2002, hereby state:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii) that the directors have selected the accounting policies and applied
them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit or loss of the
company for that period;
iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv) that the directors have prepared the annual accounts on a going concern
Your Board takes this opportunity to thank its shareholders, customers,
vendors, employees, Banks and financial institutions for their valuable
support and co-operation to the company during the year. Your directors
also thank the Software Technology Park-Bangalore, State Government,
Reserve Bank of India, Registrar of Companies, Stock Exchanges and other
agencies for their support and co-operation.
For and on behalf of the Board
Chairman and Managing Director
Place : Bangalore
Date : 24.06.2005