Your Directors have pleasure in presenting their 39th Annual Report andaudited financials for the financial year 2018-19. The financial highlights of the Companyare as follows:
( Rs. in Lakhs)
|PARTICULARS || |
| ||2018-2019 ||2017-2018 ||2018-2019 ||2017-2018 |
|Total Income ||822.10 ||671.24 ||8834.97 ||5031.82 |
|Finance Charges ||0.63 ||1.21 ||8.56 ||4.32 |
|Depreciation And Amortization ||21.55 ||14.88 ||4131.33 ||16.31 |
|Profit / (Loss) Before Tax ||10.02 ||16.01 ||(3777.46) ||(338.02) |
|Provision for Tax ||(1.67) ||7.55 ||8.03 ||20.86 |
|Profit / (Loss) After Tax ||11.70 ||8.47 ||(3785.50) ||(358.88) |
|Profit bought forward from previous year ||668.68 ||660.21 ||571.24 ||930.12 |
|Surplus carried forward ||680.38 ||668.68 ||(3214.26) ||571.24 |
|Earnings Per Share ||0.19 ||0.13 ||(60.33) ||(5.72) |
Accounting treatment in preparation of Financial Statements
The Financial Statements have been prepared in accordance with Indian AccountingStandards (Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notifiedunder Section 133 and other relevant provisions of the Companies Act 2013.
State of Company Affairs
During the Period under review the revenue from operations is Rs. 821.03 Lakhsrepresenting an increase of 26.07% over the previous year Rs. 651.24 Lakhs. For theFinancial ended on March 312019 the Company's Profit before tax stood at Rs. 10.02Lakhs.
Your Directors' keeping in view of the prevailing circumstances have decided not torecommend payment of any dividend for the year.
The Company has two subsidiaries (apart from step down subsidiary companies) as onMarch 312019.
A Statement containing the details of the subsidiaries of the Company is appended as anannexure to this Report.
1. SITI Corporation USA
2. AccelForce Pte. Ltd. Singapore
Step Down Subsidiaries of AccelForce Pte Ltd. Singapore
1. SolixTechnologies Inc. USA
2. Emagia Corporation. USA
3. Solix Softech Private Limited India (Subsidiary of Solix Technologies Inc. USA)
Our ability to create value in our portfolio companies has always been underpinned bythe differentiated scale of resources knowledge and networks. With a track record indelivering innovative value creation solutions we have developed a highly-effectiveapproach and that will continue to be our key execution strategy.
We offer a wide range of software products that can be sold individually to solvespecific technical challenges but the emphasis of our product development and salesefforts is to create products that enable businesses to be more cost-effective agile andefficient. We divide our products into three major groups: Enterprise Data ManagementEnterprise Cash Flow Management and Enterprise Talent Management.
Enterprise Data Management
Digital transformation is the future of business and data is the heart of digital.Executives are realizing that digital technology can turbocharge business performance anddisrupt markets. First-movers can achieve major competitive advantage leaving thelaggards struggling to survive. More than 70 percent of organizations are expected to rollout digital transformational strategies by 2020. Corporate desire to use massive volumesof data generated as part of digital transformation to deliver exceptional customerexperiences eliminate inefficiencies and drive higher revenue is at an all-time high.
Big data technologies like Hadoop machine learning and natural language interfacesare revolutionizing data use making digital transformation meaningful and its impact felteven at the last mile.
Worldwide Big Data market revenues for software and services are projected to increasefrom $42B in 2018 to $103B in 2027 attaining a Compound Annual Growth Rate (CAGR) of10.48% according to Wikibon.
Digital is transforming the role of IT from cost controller to strategic enabler andinnovator. That is making digital the top priority for enterprise CIOs. In companiesleading the digital revolution IT teams are considered partners to business in enablingdesired outcomes. It is worth noting that digital transformation is less about thetechnologies and more about the impact they have on processes productivity customerexperiences and the realization of competitive opportunities.
Businesses are approaching digital technology with the clearly defined objective ofbecoming data-driven. But they need a modern way to manage the volume variety andvelocity of the new data and the high compute resources needed to process it.
Unmanaged data growth can turn digital transformation opportunity into a crisis Digitaltransformation is driving up data volumes at a never seen pace. To put that intoperspective 90 percent of the data in the world today has been created in the last twoyears alone. This isn't going to slow down. Digitization of every process theintroduction and rapid proliferation of end-user devices sensors and technologies acrossthe board are adding to the rapid growth in data generation.
1. Science Daily Big Data for better or worse: 90% of world's data generated overlast two year 2013
2. Business Insider Morgan Stanley: 75 Billion Devices Will Be Connected toTHeInternet of Things By 2020 2013
3. Digital Universe of Opportun ites: Rich Data & The Increasing Value of theInternet of Things.
EMC Digital Universe with Research & Analysis by IDC April 2014
This growth in data is fueled by the change in the definition of enterprise data. Whilestructured data in ERP and CRM systems continue to be vital the rise of unstructured datais notable. Today it is estimated that 80 percent of "enterprise data" nowincludes unstructured data such as documents text csv audio video online clickstreams social media posts and loT log files. The result of this data growth is thatevery organization today is data rich. It augurs well for the success of the mission asdata is at the core of digital revolution and is a key ingredient in the success ofdigital transformation.
However as data volumes explode unless the organization is well prepared it begins todrown in data driving up storage and maintenance costs diminishing applicationperformance and availability and creating data access data privacy and regulatorycompliance challenges. Deleting data to manage data growth often is not a choice asbusiness legal and compliance objectives increasingly demand for real-time access to allinformation for longer durations. When these demands are not managed well they can causefailure of Data Transformation initiatives.
"Enterprises with big budgets data centers and complex applications are nowlooking at cloud as a viable place to run core business applications." CIO 60-70%of all software services and technology spending will be cloud-based by 2020 (Forbes)
Enterprise Cash Flow Management
Cashflow is the lifeblood of any business. Today's corporations face tremendouspressure to maximize receivables performance. Also known as trade credit receivables arethe most cost efficient resources to accelerate the cash flow.
Lack of timely information on receivables stored in multiple disparate systems and thecomplexity introduced by disconnected manual processes impede many finance executives'ability to measure and monitor credit risk and collections efficiency.
Effective receivables management involves ensuring effective credit policy managementand automation of credit-to-cash processes which increase the efficiency of a firm's cashconversion operations. Accelerating revenue cycles and lowering credit maximizes the valueof the firm.
Enterprise Talent Management
We will continue to strengthen our products and services strength in technology and ITrelated recruiting automation and services. Our technology solutions coupled with RPOservices add value to talent management and staffing organizations. Our plans continue tostrengthen our technology enhanced recruitment process outsourcing services to ourcustomers in North America.
Our professional services include a wide range of consulting services such as systemsplanning and design installation and systems integration based on our suite of products.We offer our professional services with the initial deployment of our products as well ason an ongoing basis to address the continuing needs of our customers. We also haverelationships with resellers professional service organizations and system integratorswhich include their participation in the deployment of our products to our customers.These relationships help promote our product and service offerings and provide additionaltechnical expertise to enable us to provide the full range of professional services ourcustomers require to deploy our products.
We offer a suite of software support and maintenance options that are designed to meetthe needs of our diverse customer base. These support options include 24 hour coveragethat is available seven days a week 365 days a year to meet the needs of our globalcustomers. To accomplish this level of support we have established a worldwide supportorganization with major support centers in Santa Clara California USA and HyderabadIndia and also thru our reseller network.
In addition to support teams around the globe we have a customer support website thatprovides our customers with the ability to submit service requests receive confirmationthat a service request has been opened and obtain current status on these requests.Additionally the customer support website provides access to our support proceduresescalation numbers to provide updates and new information about our products.
Consolidated financial statements
In compliance with Accounting Standards AS-21 and AS-27 on consolidated financialstatements read with Accounting Standard AS-23 on Accounting for Investments inAssociates and Section 129(3) and other relevant provisions of Companies Act 2013 yourDirectors have pleasure in attaching the consolidated financial statements for thefinancial year ended on March 312019 which form part of this Annual Report. The Companywill make available the Annual Reports of the aforesaid subsidiaries upon request by anymember/ investor of the Company/subsidiary companies. Further the Annual Reports of thesubsidiary companies will also be kept open for inspection by any member/investor at theCompany's registered office and that of the subsidiaries concerned.
Number of Meetings of the Board of Directors
During the financial year 2018-19 Seven Board Meetings were held.
The date on which the Board meetings were held 25th May 2018 11thJune 2018 27th July 2018 15th October 2018 13thNovember 2018 13th February 2019 and 25th March 2019.
Directors Responsibility Statements as required under Section 134 of the Companies Act2013
Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed that:
i. in the preparation of the Annual Accounts for the year ended on 31stMarch 2019 the applicable Accounting Standards read with requirements set out underSchedule III to the Companies Act 2013 have been followed and that there are no materialdepartures from the same;
ii. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and ofthe profit for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and
iv. the Annual Accounts for the year ended on 31st March 2019 have beenprepared on a going concern basis.
v. the Directors had laid down Internal Financial controls to be followed by thecompany and that such internal Financial controls are adequate and were operatingeffectively.
vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating efficiently.
Statement of Declaration given by Independent Directors under Sub-Section (6) ofSection 149 of the Companies act 2013
The Independent Directors have submitted the declaration of independence as requiredunder Section 149 (7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in Section 149(6).
Statement of Particulars of Employees pursuant to the provisions of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
There were no employees who employed throughout the relevant financial year and inreceipt of remuneration in aggregate exceeding Rs. 1.02 Crores (Rupees One Crore and TwoLakhs) per year or Rs. 8.50 Lakhs (Eight Lakhs and Fifty Thousand) per month if employedfor a part of the relevant financial year.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of following Four Directors namely Mr.G.R. Venugopala Chary Mr. Jnana Ranjan Dash Dr. Rafiq K. Dossani and Dr.Ananda Prabhu Valaboju Kesari as members.
Brief description of terms of reference:
- identifying persons who are qualified to become Directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Board fortheir appointment and removal;
- carry on the evaluation of every director's performance; formulation of the criteriafor determining qualifications positive attributes and independence of a director;
- recommend to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees;
- formulation of criteria for evaluation of Independent Directors and the Board;
- devising a policy on Board diversity; and
- any other matter as the Board may decide from time to time.
Nomination and Remuneration policy
The objectives of the Policy
1. To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
2. To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer companies.
3. To carry out evaluation of the performance of Directors.
4. To provide them reward linked directly to their effort performance dedication andachievement relating to the Company's operations.
5. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
Your Company continues to place greater emphasis on managing its affairs withdiligence transparency responsibility and accountability and is committed to adoptingand adhering to best Corporate Governance practices. The Board considers itself as atrustee of its shareholders and acknowledges its responsibilities towards them forcreation and safeguarding their wealth. The Company has set itself the objective ofexpanding its capacities.
As per the provision of Regulation 15(2) of the Listing Regulations Compliance withCorporate Governance provisions as specified in the regulations 17 to 27 and clause (b) to(i) of Regulation 46(2) and para C D and E of Schedule V shall not apply to listedentites having paid-up equity share capital not exceeding Rs. 10 Crores and net worth notexceeding Rs. 25 Crores as on the last date of previous financial year. HenceforthCompany being falling under the specified limits of above regulation requirement ofgiving Corporate Governance report in Annual Report as per the Para C of the Schedule V isexempted to your company.
However the Company has voluntarily complied with the Corporate GovernanceRequirements under Regulation 17 to 27 from the commencement of SEBI(LODR) Regulations totill 31st March 2019 and it has availed the exemption specifically on 29thMay 2019. Hence we are enclosing the Corporate Governance Report for the year 2018-19 andthe requirement of giving Corporate Governance report as per Para C of the Schedule V isnot applicable to the company untill and unless the Company meets the limits specified inthe above paragraph.
Particulars of Contracts or Arrangements with Related Parties Referred to inSub-Section (1) of Section 188 of the Companies Act 2013
During the period under review all transactions entered into with the related partiesas defined under the Companies Act 2013 were in the ordinary course of business and onarm's length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013. The Company is exempted from Regulation 23 of SEBI (LODR)Regulations 2015 and hence the Company is not mandated to seek approval from members forentering into transactions which are material in nature. The details of related partytransactions are mentioned in AOC-2 which is enclosed as Annexure I to thisReport. Also suitable disclosure as required by the Indian Accounting Standards (Ind AS24) has been made in the Standalone Financial Statement which forming part of the AnnualReport.
All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are repetitive in nature. A statement of all Related Party Transactions is placedbefore the Audit Committee for its review on a quarterly basis specifying the naturevalue and terms and conditions of the transactions. The were no particulars of contractsor arrangements with related parties referred to in Sub-Section (1) of Section 188 of theCompanies Act 2013 which are not on an arm's length basis.
Extracts of Annual Return
The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure - II to this Report.
The conservation of energy technology absorption foreign exchange earnings and outgopursuant to provisions of Section 134(3)(m) of the Companies Act 2013 (Act) read with theCompanies (Accounts) Rules 2014
Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies(Accounts) Rules 2014 is prepared and the same is enclosed as Annexure - III tothis Report.
Risk Management Policy
The Company had formulated a Risk Management Policy for dealing with different kinds ofrisks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. The Company has adequate internal control systems and procedures laid downto combat the risk. The Risk management procedure will be reviewed by the Audit Committeeand Board of Directors on a Quarterly basis at the time of review of Quarterly FinancialResults of the Company.
Mechanism for Evaluation of Board
Evaluation of all Board members is done on an annual basis. The evaluation is done bythe Board Nomination and Remuneration Committee and Independent Directors with specificfocus on the performance and effective functioning of the Board and Individual Directors.
A) Criteria for evaluation of Board of Directors as a whole
i. Identifying Defining and Extent of realising the corporate objectives
ii. Regular monitoring of plans and Corporate results against projections.
iii. Direct monitor and evaluate Key managerial personnel Senior officials.
iv. Review of company's ethical conduct.
v. The flow of information to board members and between board members;
vi. Identify monitor and mitigate significant corporate risks
B) Criteria for evaluation of the Individual Directors
i. Leadership and stewardship abilities.
ii. Ability to contribute by introducing best practices to address top managementissues;
iii. Assess policies structures and procedures.
iv. Review of strategic and operational plans and objectives.
v. Statutory compliance & Corporate governance;
vi. Attendance and contribution at Board/Committee meetings;
Details of loans guarantees and investments
The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Act read with the Companies (Meetings of Board and Its Powers) Rules2014 are given in the notes to the Financial Statements forming part of this AnnualReport.
Directors and Key Managerial Persons
Mrs. Geetanjali Toopran Director retire by rotation and being eligible offersherself for re-appointment at the ensuing Annual General Meeting.
Pursuant to recommendation of the Nomination and Remuneration Committee and inaccordance with Section 149(10) of the Act Sri. G.R. Venugopala Chary and Dr.Rafiq K. Dossani will be reappointed as an Independent Directors on the Board ofDirectors of the Company with effect from 26th June 2019 to hold office for a2nd term of 5 (five) consecutive years upto 25th June 2024 subjectto approval of members at the ensuing Annual General Meeting
Pursuant to recommendation of the Nomination and Remuneration Committee and inaccordance with Section 149(10) of the Act Mr. Jnana Ranjan Dash will bereappointed as an Independent Director on the Board of Directors of the Company witheffect from 25th September 2019 to hold office for a 2nd term of 5(five) consecutive years upto 24th September 2024 subject to approval ofmembers at the ensuing Annual General Meeting
The Company has not accepted any deposits from the Public covered by the provisions ofSection 73 of the Companies Act 2013.
Corporate Social Responsibility (CSR)
During the period under review the provisions of Section 135 of the Companies Act2013 w.r.t. Corporate Social Responsibility are not applicable to the Company.
Compliance with Secretarial Standards on Board and Annual General Meetings
The Company has complied with Secretarial Standards 1 & 2 issued by the Instituteof Company Secretaries of India on Board Meetings and General Meetings.
At the 37th AGM held on 28th September 2017 the Membersapproved appointment of M/s. Ayyadevera & Co. Chartered Accountants (FirmRegistration No. 000278S) as Statutory Auditors of the Company to hold office for a periodof five years from the conclusion of that AGM till the conclusion of the 42ndAGM subject to ratification of their appointment by Members at every AGM if so requiredunder the Act. The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM and a note in respectof same has been included in the Notice for this AGM.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. JRA & ASSOCIATES LLP Hyderabad Practicing Company Secretariesto undertake the secretarial audit of the company. The Secretarial Audit Report is annexedherewith as Annexure - IV'.
The Secretarial Auditor's Report does not contain any qualifications reservations oradverse remarks.
Audit Committee consists of the following members namely Sri. G.R. Venugopala CharyChairman of the Committee Dr. Rafiq K. Dossani Mr. Jnana Ranjan Dash Dr.Ananda Prabhu Valaboju Kesari and Mrs. Geetanjali Toopran. Except Mrs.Geetanjali Toopran all the other members of the Audit Committee are IndependentDirectors.
There is no such incidence where Board has not accepted the recommendations of theAudit Committee during the year under review.
Policy in dealing with related party transactions whistle blower policy prevention ofsexual harassment of women at workplace including details of familiarization programme ofIndependent Directors are available on the company's website: http://www.technvision.com.
The Board of Directors has adopted a Whistle Blower Policy. The Whistle Blower Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the Audit Committee inexceptional cases.
Statement of particulars of appointment and remuneration of managerial personnel
The Statement of particulars of Appointment and Remuneration of Managerial personnel asper Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure - V to this Annual Report.
Internal Control Systems and their adequacy
The Company has an adequate internal control system commensurate with the size andcomplexity of the organization. The Company has undertaken a comprehensive review of allinternal control systems to take care of the needs of the expanding size of the Companyand also upgraded the IT support systems. A system of internal audit to meet the statutoryrequirement as well as to ensure proper implementation of management and accountingcontrols is in place. The Audit Committee periodically reviews the adequacy of theinternal audit functions.
Change in the nature of business
There is no change in the nature of business of the Company.
The details of significant and material orders passed by the Regulators or Courts orTribunals impacting the Going Concern status and company's operations in future
No Significant and material orders have been passed during the year by the Regulatorsor Courts or Tribunals impacting the Going Concern status and company's operations infuture.
Material changes and commitments
There are no Material changes and commitments in the business operations of the Companyfrom the financial year ended on 31 March 2019 to the date of signing of the Director'sReport.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
During the financial year ended on 31 March 2019 the Company has not received anyComplaints pertaining to Sexual Harassment from anyone.
Pursuant to the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a declaration by the Chairman and Managing Director of the Companydeclaring that all the members of the Board and the Senior Personnel of the Company haveaffirmed compliance with the Code of Conduct of the Company is enclosed.
Your Directors wish to place their sincere appreciation for the support andco-operation that the Company has received from its Shareholders Bankers CustomersSuppliers Stockists Selling Agents Central and State Governments various StatutoryAuthorities and others associated with the Company.
Your Directors also wish to place on record their appreciation to employees at alllevels for their commitment hard work and dedicated support.
|Registered Office: ||By order of the Board |
|1486 (12-13-522) Lane No. 13 Street No. 14 ||TechNVision Ventures Ltd. |
|Tarnaka Secunderabad - 500 017. || |
|Telangana India || |
|CIN: L51900TG1980PLC054066 ||sd/- |
|Phone Nos.: 040-2717 0822 27175157 27177591 ||Sai Gundavelli |
|Fax No.: 040-2717 3240 ||Chairman |
|E-Mail: Investor_relations@technvision.com ||DIN: 00178777 |
|Date: 03rdSeptember 2019 || |