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ICES Software Ltd.

BSE: 517502 Sector: IT
BSE 05:30 | 01 Jan ICES Software Ltd
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ICES Software Ltd. (INTCOMTECH) - Director Report

Company director report

ICES SOFTWARE LIMITED ANNUAL REPORT 1998-1999 DIRECTORS' REPORT 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- 06-1999. DIVIDEND In the absence of adequate profit, your Directors have not recommended any dividend for the year ended 30-06-1999. OPERATIONS 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 year. 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 company. INCOME 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. FUTURE 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. Y2K COMPLIANCE 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. DIRECTORS 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. AUDITORS 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. PERSONNEL 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 AND OUTGO 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 report. ACKNOWLEDGEMENT 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 shareholders. BY ORDER OF THE BOARD BARODA NOVEMBER, 22,1999. N T VAISHNAV CHAIRMAN 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.