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Transtream India.Com Ltd.

BSE: 532258 Sector: IT
NSE: N.A. ISIN Code: INE981A01013
BSE 05:30 | 01 Jan Transtream India.Com Ltd
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Transtream India.Com Ltd. (TRANSINDIACOM) - Director Report

Company director report

ANNUAL REPORT YEAR -1998-2000 SHRI MM SOFTEK LIMITED DIRECTORS' REPORT Dear Shareholder, Your Directors have pleasure in presenting their third Annual Report together with the Audited Accounts of the Company, for the period ended March 31, 2000. GROWTH: Your company has performed well once again by exceeding the set target for the year under consideration. At Rs.1010.33 lakhs gross income and Rs.280.54 lakhs profit after tax, the annualised growth has been 315.60% and 333.87% respectively. OPERATIONS: In the period under retrospect, the Company diversified into Product development, nonetheless maintained its core operations in software development, export and training. iSMART is world class e-business software for the global retail industry. The Company has made several installations in india and abroad and deeper penetration into market segments are being effected to proved for an aggressive sales implementation. The 100% Export Oriented Unit at STPI-Bangalore, which was inagurated on February 19, 1999 commenced operations from February 22,1999. Equipped with the latest infrastructure, satellite uplink, communication facilities amongst others, highly skilled software professionals use COM,DCOM,ACTIVE-X to develop E-Commerce, E-Business and Internet applications for the global market. In its maiden year, the unit generated Rs.48,386,271 in earnings. Transformed from MM COMPUTERS, the training division completed ten glorifying years in February' 2000. There are at present six centres including three franchise units and nearly 20,000 students several corporates have qualified in various disciplines, the latest being "Training on live projects". The Company has plans to open many more branches in India and overseas centres particularly in Asia-Pacific region and African Countries. DIVIDEND: Your Directors have pleasure in recommending a dividend of rupee one per share for the sixteen months period (December 1,1998 to March 31,2000) on the paid up share capital of the Company as on March 31, 2000 on pro-rata basis. If approved at the ensuing Annual General Meeting will be paid to those shareholders whose names appear on the Register of Members as on May 31, 2000. FUTURE PLANS : The global IT market for e-commerce, net-commerce and e-business are more focussed on the latest in technology, quality and services. Your company has clinched a niche for itself in this sphere and wants to take advantage of the highly profitable global business opportunity. To symbolise the same, alliance with TRANSTREAM INC., USA was agreed upon which will ensure synergy in terms of technology, management and business focus. The unique "e-NETCOM", which is an integration of e-commerce of MM Softek and Networking of Transtream Inc. is seen to have a global market potential of US$27 billion. While at the time of this report, FIPB approval is awaited, it may be pertinent to note that due deligence of both entities by experts in the field of technology, management, law and business was effected to determine the stock swap of 13,522,727 equity shares of the Company against common stock and/or stock equivalents of Transtream Inc. USA. (A brief profile of TRANSTREAM INC. is given in Annexure - II). HUMAN RESOURCES At present the employee strength is over one hundred and fifty. An expected twenty five percent induction during the current financial year is envisaged. A good compensation package and retention policy besides, introduction of the Employee Stock Option Scheme has ensured low labour turnover and has imbibed high morale and motivation. EMPLOYEES STOCK OPTION SCHEME: In terms of SEBI guidelines on ESOP and Shareholder's resolution at the extraordinary general meeting, a compensation committee was constituted which in turn has vested the administration of the scheme under a TRUST. Release from the trust will be made at appropriate intervals to invite and retain the best talent in the industry. (i) Options granted: Five lakh equity shares to be vested in "MM SOFTEK COMPFNSATION COMMITTEE TRUST" ii) Date of grant of option: April 28, 2000 (iii) Quantum of option : Based on the number of years of service, future potentiality, aggregate eligible quantum in respect of each employee will be released in three annual instalments. (iv) Management of trust: Shall vest amongst Directors and/or Managerial personnel, who are neither promoter(s) nor belong to the promoter(s) group. (iii) Eligible Employees: Permanent employees of the Company on the muster rolls as on the date of vesting of option. (iv) Vesting Period: To correlate with the 28th day of April each year. (v) Pricing formula: At a discount not exceeding 50% of the closing price as at April 28, 2000. (vi) Options vested: Nil as on date (vii) Options exercised: Nil (viii) Total number of shares arising as a result of exercise of option: Not Applicable (ix) Options lapsed: Nil (x) Variations in terms of options: Nil (xi) Money realised by exercise of options: Nil (xii) Total number of options in force: Nil (xiii) Employee wise details of options granted to: As in Annexure -III (xiv) Diluted earnings pershare pursuant to issue of shares on exercise of option calculated in accordance with international accounting standard (IAS) 33.: Not Applicable PARTICULARS OF EMPLOYEES: As required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with rules framed thereunder, a statement of particulars of the employees has been annexed to this report and marked as Annexure-I. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION: The Company has made efforts to ensure conservation of energy in all departments of operation. No technology was imported during the year. FOREIGN EXCHANGE EARININGS AND OUTGO: During the year the Company is in receipt of foreign exchange earnings to the extent of Rs. 55,959,936 (Previous year- Rs.6,502,758). The total foreign exchange outflow during the year was Rs. 5,142,957. (Previous year nil). DIRECTORS: Prof. V B Moleyar, Mr. Ch Gopalakrishna Bhat, Mr. B Janardhana Bhat, Mr. K Shankara Bhat, Mr. K Shivarama Bhat, Mr. K Ganapathi Bhat and Mr. Pare Mahalingeshwara, have resigned during the revamp of the organisation. The Board records with appreciation and gratitude their yeoman services to this organisation. It shall always be the endeavour of the Board to emulate their good work which created and nourished the organisation thus far. Joining the Board would be Mr. P K Padhi, Founder, Director, Chief Executive Officer and Chairman of the Board of Transtream Inc. and subject to their consent Mr. J D Power III and MF. Hubert J Tremblay, also Directors of Transtream Inc. AUDITORS: - Mr. K UIIas Kamath, Chartered Accountant, will retire at the conclusion of the forthcoming Annual General Meeting of the Company and the Board has recommended DELOITTE HASKINS & SELLS to be appointed as Statutory Auditors under section 224 of the Companies Act, 1956. ACKNOWLEDGMENT: Your Directors place on record their deep appreciation for the unstinted support extended by the Esteemed Customers, Vendors, Bankers, Government and Quasi Government Agencies, STPI Authorities and the Shareholders. Nothing could have been possible without the dedicated and untiring efforts of the Employees at all levels and the Consultants with their continued support extended to the Company. The Directors reiterate their appreciation to all Employees and Consultants for commendable teamwork, high degree of Professionalism and enthusiastic efforts displayed by them during the year. For and on behalf of the Board Place : Bangalore M MAHABALA BHAT Date : May 5, 2000 Managing Director