To the Members
Your Directors present their report on the business and operations of the company forthe year ending 31st March 2016
PERFORMANCE OF THE COMPANY
The performance of the Company during the financial year ended on 31st March 2016 issummarized below.
1. Consolidated Financials including Subsidiaries
| || ||(Rs. in Lakhs) |
| ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
|Income from Operations ||6515.84 ||5628.81 |
|Other Income ||98.22 ||41.65 |
|Operating Profit (PBIDT) ||593.03 ||(42.27) |
|Profit Before Tax ||221.79 ||(332.57) |
|Profit after Tax ||174.83 ||(390.78) |
|2. Stand alone performance || || |
|Income from Operations ||1.01 ||1.14 |
|Other Income ||0.00 ||2.15 |
|Operating Profit (PBIDT) ||(105.12) ||(276.88) |
|Profit Before Tax ||(112.74) ||(277.49) |
|Deferred Tax || ||5.22 |
|Exceptional Items || ||(17.50) |
|Profit after Tax ||(112.74) ||(300.21) |
REVIEW OF THE PERFORMANCE FOR THE ACCOUNTING YEAR ENDED 31ST MARCH 2016
The management team supported by a highly respected Board has continued to build atechnology and engineering company with a focus on Defense/ Homeland security FinancialIntelligence Manufacturing intelligence Health Care/ Life sciences includingcomputational genomics and Communication technologies. These verticals along with a stronggrowth strategy built around Product Engineering and Cloud Engineering will form the coreof the future strategy of the company.
Realtime Techsolutions Ltd (RTTS) headquartered in Bangalore a core subsidiary of thecompany is the premier player in Intelligence platform for the Defense and Homelandsecurity. This transaction was done as a share swap. The performance of RTTS is providedbelow.
| ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
|Income from Operations ||5845.31 ||5062.30 |
|Profit before Tax ||347.79 ||(64.20) |
|Profit after Tax ||304.13 ||(97.03) |
OUTLOOK OF THE COMPANY
The company through its subsidiary RTTS intends to grow Defense and the Homelandsecurity practice aggressively organically and inorganically. The company has identifiedopportunities in the other areas as per its strategic plan. Given the recent changes inthe Indian government and refocused intent to spend budgetary resources on the DefenseSector the company is expecting a robust Order Book (approx. Rs 75 Crores) and expectsto grow at a rapid pace subject to availability of working capital. The subsidiarycompany RTTS continues to invest in producing proof of concept to various clients whichwill potentially end up as order in future and it has invested over Rs 175 mm in R&Din the last years. The management team believes that the potential of its chosenactivities is enormous and is very optimistic about the years ahead.
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases.
The Industrial Relations scenario continued to be cordial. The Company regards itsemployees as a great asset and accords high priority to training and development ofemployees. The information required pursuant to Section 197 of the Companies Act 2013("the Act") read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company will be providedupon request. In terms of Section 136 of the Act the Report and Accounts are being sentto the members and others entitled thereto excluding the information on employees'particulars which is available for inspection by the members at the Registered Office ofthe Company during business hours on working days of the Company up to the date of theensuing AGM. If any member is interested in obtaining a copy thereof such member maywrite to the Company in this regard.
Your Company has not accepted any deposits from the public during the year under reviewand there are no deposits matured and outstanding as on 31st March 2016.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
As on March 31 2016 there were no outstanding loans or guarantees covered under theprovisions of Section 186 of the Act. The Company has certain unquoted investments in itssubsidiary companies . The details of changes in the Loans Guarantees and Investmentscovered under the provisions of Section 186 of the Act are given in the notes to theFinancial Statements.
In accordance with the provision of the Companies Act 2013 the Annual Report of thefollowing wholly owned subsidiaries is annexed to this Annual Report:
1. Synergy Information Technology Inc. USA
2. Synergy Log-In Systems Sdn. Bhd. Malaysia
3. Globsyn Technologies Inc. USA
4. Sigma Soft Pte Ltd. Singapore
5. BT System & Services Limited
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were onarm's length and were in the ordinary course of business. All Related Party Transactionswere placed before the Audit Committee of the Board of Directors for their approval. TheAudit Committee has granted approval for Related Party Transactions as per the provisionsand restrictions contained in the Listing Agreement.
None of companies directors are disqualified from being appointed as directors asspecified in the provisions of section 149 150 152 read with Schedule IV and all otherapplicable provisions of the Companies Act 2013 and the Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification(s) orre-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement
DIRECTORS' RESPONSIBILITY STATEMENT:
Directors' Responsibility Statement Pursuant to Section 134 of the Act the Directorsstate that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
(b) Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2016 and of theprofit and loss of the Company for the year ended March 31 2016;
(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively; (f) Proper systems aredevised to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
The Company is committed to good corporate governance in line with the ListingAgreement. The Company is in compliance with the provisions on corporate governancespecified in the Listing Agreement with BSE.
A certificate from the auditors of the Company regarding compliance of conditions ofCorporate Governance as stipulated under clause 40 of the Listing Agreement is attached tothis Report along with the Report on Corporate Governance.
A similar certificate from the Secretarial Auditor of the Company regarding complianceof the conditions of Corporate Governance is also attached.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013.
An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the year 2015-2016 no complaints were received bythe Company related to sexual harassment.
Bankers to the Company is HDFC Bank Limited..
The Auditors M/s. R. Devaranjan & Co. Chartered Accountant who have been appointedfor the period of 5 years in the Annual General meeting held on 30.12.2014 of the Companyhave confirmed their eligibility and willingness to accept the office.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT FOREIGNEXCHANGE EARNINGS AND OUTGO
Energy Technology Absorption and Foreign Exchange Information required under Section134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 withrespect to conservation of energy technology absorption and foreign exchangeearnings/outgo are set out in the Annexure included in this report.
Your Directors thank the customers investors and bankers for their continuing supportto your company's growth. Yours Directors place on record their appreciation of thecontribution made by the employees at all levels who through their competence hardwork solidarity co-operation and support have enabled the company to achievesignificant growth during the year.
The statements forming part of the directors' report may contain certain forwardlooking remarks within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results performances or achievements of the company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.
Annexure to Director's Report
Particulars Pursuant to Companies (Disclosure of Particulars in the Report of Board ofDirector's) Rules 1988.
|1. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION ||: Not Applicable |
|2. RESEARCH AND DEVELOPMENT ||: Not Applicable |
|3. FOREIGN EXCHANGE EARNINGS AND OUTGO || |
|Foreign Exchange Earnings ||: Rs 670.68 Lakhs |
|Foreign Exchange Outgo ||: Rs 548.24 Lakhs |