INNOVISION E-COMMERCE LIMITED
ANNUAL REPORT 2001-2002
Your Directors have the pleasure in presenting the Seventeenth Annual
Report and the Audited Accounts for the financial year ended 31st March,
Considering future growth plans on hand and in order to plough back profit,
the Board of Directors does not recommend dividend for the year 2001-2002;
Business Plan,and Activities:
The company has in the year continued the business of e-commerce and it
solutions. The company had in the previous year tied up with the Manipal
based Manipal Control Data E-Commerce Limited(MCDECOM) for providing
customized e-commerce solutions to clients for networking, email, customer
relation management. networking, enterprise resource planning on intranets
etc, There has been a step further to this in the current year and
association with them will be fruitful in the years to come.
Thus, e-commerce is a method of trade between the corporate and tile retail
consumers (business to consumer) or the corporate and its other branches
and affiliates (business to business) The company is currently focusing
on e-commerce on the very fast growing business to business segment.
Preferential Allotment of shares:
There was no allotment of shares during the year under review.
During the year the Company did not accept any deposit under section 58A of
the Companies Act, 1956.
Particulars regarding conservation of Energy, Technology absorption and
foreign Earnings and outgo:
Since your Company does not own any manufacturing facility at present, the
disclosure of information on conservation of energy, technology absorption,
etc. required to be made in terms of 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, being not applicable, is not given.
During the year under review, the Company did not earn any foreign exchange
and its foreign exchange outgo was Rs. NIL.
Statutory information u/s. 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975:-
There is no person employed to whom section 217(2A) is applicable, in view
of activities carried out by the Company provisions of section 217(1)(e) of
the Companies Act, 1956 are not applicable for the period under review.
The ordinary Equity shares of the Company are listed on Stock Exchange at
Mumbai, Pune and Banglore.
During the period under review your Company had after looking to the
present market scenario invested a small amount in investment of some
shares. But there is a continous in focus of your Company from investment
activities to software, multimedia and e-commerce activities.
As required by Clause 49 of the Listing Agreement with Stock Exchange, the
Report on Management Discussion and analysis, Corporate Governance as well
as the Auditors' certificate regarding compliance of conditions of
Corporate Governance, form part of the Annual Report.
The Auditors have made certain comments, which are self-explanatory and
therefore, in the opinion of the Directors, do not call for any further
Mr. Tushar G. Shah and Mr. T. Sudhakar Pai retire by rotation and being
eligible offer themselves for re-appointment.
Mr. Akshay P. Sanghavi was appointed as Managing Director of the company,
at the board meeting held on 6th August,2002.
The Board of Directors wish to place on record the continuous support of
all staff members and banks which they have extended during the period
Regd. Off : By Order of the Board of Directors
10, Sanmahu - 5,
Pune - 411 001 Tushar G. Shah
6th August, 2002 Director
ANNEXURE TO DIRECTORS' REPORT
Directors' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956,
the Directors hereby confirm that:
1. In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanations relating to
2. The Directors had selected such accounting policies and applied them
consistently and made, judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2002 and of the Profit of the Company for that
3. The Directors had 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, to the knowledge and ability of the
4. The Directors had prepared the Annual Accounts on going concern basis.
On behalf of the Board of Directors
6th August 2002
MANAGEMENT DISCUSSION AND ANALYSIS
1.1 During the financial year 2001-02, political stability throughout the
year and coupled with increasing business confidence the market is
improving as compared to previous year. The government's efforts in pushing
forward economic liberalization in India, is expected to gather further
momentum. If this happens, it will ensure stable investment environment and
business at large.
1.2 The role of Indian government in software and multimedia industry still
needs more emphasis. Our industry has the vast potential to earn foreign
exchange for the country but the imposition of tax on exports earnings last
year has worsened the position which was already bad due to slack in US
economy and European countries though there was a slight improvement
2. INDUSTRY STRUCTURE & DEVELOPMENTS:
2.1 Macroeconomic indicators seem to suggest general uncertainty, with the
Index of Industrial Production (IIP) moving down from 4.9 To 2.3 during the
period April 2001 to March 2002 compared with the previous year but an
upward revision of the GDP growth rate estimates for the year. The UP is
important indicator of demand for any industry at large but it does not
completely reflects the performance of any particular sector. As regards
the growth of E-commerce in India there is a tremendous scope.
2.2 India, as a major source of intelectual resources in software and
multimedia industry. But it still has a infancy stage, and a miles to go
before we relex. Your Company is expected to do well looking to the team
which is with the Company and other persons expected to join. In its new
core business activity. In the years to come your Company is expected to do
2.3 One of the key learnings from our analysis of compititors strategies,
expansion plans and opportunities for growth has been that a new approach
is required for development and enlarging the role of the Company in the
3. FUTURE OUTLOOK:
3.1 The Gross Domestic Product (GDP) is expected to grow by about 8 percent
in 2002-03 over the previous year. Business sentiment is mixed with the
possibility of a good growth year / good monsoon. As a result business of
our Industry is expected to gain momentum, but this will require aggressive
cost control and more thrust on quality products and services and extensive
3.2 Your Company is committed towards attaining good position in industry
through the experience of the Directors and using technology and human-
resource and strength to provide cutting edge, international
competitiveness and expand further both internationally and within India
with a view to maximizing shareholder value.
4 RISK & CONCERNS
4.1 Nature of Industry:
4.1.1 The Software and multimedia and e-commerce industry is a cyclical one
and is increasingly getting more so with entry of within country and out of
country day by day.
4.1.2 Given the highly competitive scenario, the industry is forced to
continue aggressive programme of marketing and cost control.
4.2 Financial Risk:
A large part of earnings of the Company is expected to come in foreign
exchange and adverse variations in exchange rates could result in variation
in revenue. Fortunately however, for the industry, variations have so far
been impacting positively on revenue.
4.3 Government & Political Risk:
Adverse taxation policies of the Government have a major role to play in
the industry. But further steps towards broader tax concessions are
4.4 Contingent Liabilities:
There is no contingent liability on the Balance Sheet date.
5. INTERNAL CONTROL SYSTEM:
The Company has reasonable Internal Control System commensurate with the
size and nature of activities and the Company is planning to strengthen
this further in the time to come.
6. FINANCIAL PERFORMANCE:
6.1 Your company expanded its scale of business and had its business
solutions installed at many places. There was a continous progress of our
business which gained momentum in the month of February and March, 2002.
6.2 Due to change in activities from one of investment to one of providing
business of E-commerce and its solutions the net profit after tax was about
one crore which is higher as compared to last year. Your Directors are
confident of achieving very goods results in the year to come.
7. CAUTIONARY STATEMENT:
Statement in Management Discussion and Analysis describing the Company's
objectives, projections, estimates, predictions and / expectations may be
"forward-looking statements" within the meaning of applicable securities
laws and regulations. As "forward-looking statements" are based on certain
assumptions and expectations of future events over which the Company
exercises no control, the Company can not guarantee their accuracy nor can
it warrant that the same will be realized by the Company. Actual results
could differ materially from those expressed or implied. Significant
factors that could make a difference to the Company's operations include
domestic and / international economic conditions affecting demand, supply
and price conditions in the industry and change in Government regulations,
tax regimes and other statutes.