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Directors Report of CG-VAK Software & Exports Ltd.
Mar 31, 2024
The Board of Directors of your Company take pleasure in presenting the 29thAnnual Report on the business and operations of your Company and the Audited Financial Accounts for the year ended 31* March 2024.
FINANCIAL RESULTS 2023-24
During the year under review, your Company has achieved a turnover of Rs. 5,401.68 lakhs as against Rs. 5489.33 lakhs in the previous year. The Profit after Tax stands at Rs.884.43 lakhs as against Rs. 1168.75 lakhs in the previous year. There is a marginal decline in the revenue of the company.
GLOBALREVENUE
The global revenues for the Company including the business done by the Wholly Owned Subsidiary for the year under review is Rs. 8,064.48 lakhs as compared to Rs. 7,736.56 lakhs in the previous year.
STATE OF AFFAIRS OF THE COMPANY
In the financial year 2023-24,due to challenging business environment your Company has maintained the total revenue during the year and the profit after tax has decreased to Rs.884.43lakhs from Rs. 1168.75 lakhs.
The contribution of business from various Geographical areas were:
North America contributed 80% and Rest of the World 20% of the business.
During the year under review, Business from Offshore Software Services is Rs.5397.70lakhs as against Rs. 5485.80 lakhs in the previous year.
FUTURE PLANS
Though WHO declared the end to the Covid-19 pandemic, the geopolitical uncertainties continue to have a grip on the world economic growth. The forecast on Global GDP is estimated to be at 3.2% in 2024. Organizations are compelled to overhaul their business processes by leveraging the latest technologies to adapt to the new normal. The proliferation of AI is opening new avenues, creating vast opportunities for IT service providers like us. Increasingly, companies around the globe are turning to offshore service providers to fulfill their software needs, driven by the need for innovation and efficiency in a rapidly evolving technological landscape.
There is a marginal decline in the revenue of the company and we are striving to improve the revenue generation. The decline is due to disruptions, inflation, and geopolitical changes in the economies where we operate. Client retention and satisfaction have been steadily increasing, with numerous client commendations and a significant amount of repeat business. Our clients have particularly appreciated our project management and new technology skills.
The Outsourced Product Development (OPD) market remains a key focus area for the company, where we have achieved notable success. Our Cloud practice has performed exceptionally well and is expected to maintain its growth momentum. Our strategy is to strengthen existing customer relationships and expand our business. Alongside fortifying our presence in current markets, we have plans to penetrate new geographies globally.
Customers are taking a cautious approach in spending due to uncertainty in their respective economies. However, new client addition has been steady from North America, Europe, Australia and Africa. It is also anticipated to grow in the current financial year.
We are striving for positive growth in this year and the Company should perform better in the ensuing Financial Year 202425
QUALITY
Your company has a strict quality assurance and control programs to ensure that high level of Quality service is delivered to the customers. Matured and proven quality management systems are in place based on the requirements of ISO 9001:2015 and 27001:2013 standards.
DIVIDEND
Your Directors recommended a dividend of Rs. 1/- per equity share (i.e. 10% on each equity share having Face value of Rs. 10 each), subject to the approval by the shareholders at the ensuing Annual General Meeting. The total dividend payout will be of Rs.50.50 lakhs. During the previous year ended 2022-2023, your Company has paid a dividend of Rs.50.50 lakhs.
As per Companies (Accounting Standards) Amendment Rules, 2016, dividend will be recognized as liability on approval of shareholders at the ensuing Annual General Meeting.
The dividend, if approved by the shareholders, will be paid to those members whose names appear in the Register of Members as on the date of the Annual General Meeting.
TRANSFER TO RESERVES
No amount has been transferred to the general reserve.
TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of the Act, read with Investor Education and Protection Fund Rules, the shares on which dividends have not been claimed for 7 consecutive years are liable to be transferred in favour of IEPF Authority. The Company has uploaded the details of the shares which are subject to be transferred in favour of IEPF Authority, on the website of the Company (www.cgvak.com). Efforts are also made to coordinate with the Registrar and Share Transfer Agents to locate shareholders who have not claimed their dues.
SHARE CAPITAL
The Paid-up share capital of the Company as at 31* March, 2024 aggregates to Rs. 5,05,02,000/- comprising 50,50,200 equity shares of Rs. 10/- each fully paid up.
STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Directors have devised proper system to ensure compliance with the applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on the Meeting of the Board of Directors (SS-1) and General Meeting (SS-2).
HUMAN RESOURCE
Your Company firmly believes that employees are its most valued resource and their efficiency play a key role in achieving defined goals and building a competitive work environment. Many initiatives have been taken to enhance their Technical, managerial skills. Also, various employee engagement programs have helped the organization to achieve higher productivity levels. In its pursuit to attract, retain and develop best available talents, several programs are regularly conducted at various levels across the Company. Employee relations continued to be cardinal and harmonious across all levels of the Company.
KEY AWARDS AND RECOGNITIONS
During the year under review CGVAK was recognized and certified as a Great Place to work by the Prestigious Great Place to work Institute, India.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report.
DEPOSITORY SYSTEM
The trading in the Equity Shares of your Company is under compulsory dematerialization mode. As on 31st March, 2024, Equity Shares representing 95.45% of the equity share capital are in dematerialized form. As the depository system offers numerous advantages, members are requested to take advantage of the same and avail of the facility of dematerialization of the Companyâs shares.
LISTING OF SHARES
The Equity Shares of your Company continue to remain listed with BSE Limited. The listing fees for the year 2024-25 have been paid to the Stock Exchange. The Shares of the companies are compulsorily tradable in dematerialized form.
INSURANCE
The assets of the Company are adequately insured against fire and such other risks, as are considered necessary by the Management.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in accordance with the applicable Accounting Standards forms a part of this Annual Report.
CORPORATE GOVERNANCE
The frame work ensures that all the disclosures and informationâs provided are precise and time bound. Transparency, Accountability, Integrity and Independence are the bottom-line of our Governance. The Company will continue to uphold the true spirit of Corporate Governance and implement best governance practices.
A detailed report on Corporate Governance, pursuant to the requirements of SEBI (LODR) is available as a separate section in this Annual Report. The Auditorâs report on Corporate Governance, confirming the compliance of conditions of Corporate Governance as stipulated is annexed as a part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of SEBI (LODR), Regulations 2015, the Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Annual Report.
DISCLOSURE REQUIREMENTS
Code of Conduct and Policies are hosted in the website of the Company. https://www.cgvakindia.com/code-of-conduct-and-policies/
NUMBER OF MEETINGS OF THE BOARD
The Board met four times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the periods prescribed by the Companies Act, 2013.
AUDIT COMMITTEE
The Audit committee consists of Independent Directors namely Mr. K. Kathirvel (Chairman), Mr.R.Jayaraman, Mr. R. Krishnaswamy and Mr. G.S. Swaminathan as other Members.. All the recommendations made by the Audit Committee were accepted by the Board.
CODE FOR PREVENTION OF INSIDER TRADING
CGVAK has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. A copy of the Policy has been placed at our website at www.cgvak.com for reference.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
As per the requirement of Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given below.
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Companies (Accounts) Rules, 2014:
A) CONSERVATION OF ENERGY
Your Company uses electrical energy for its equipment such as air-conditioners, computer terminals, lighting and utilities at work places. As an ongoing process, the company continued to undertake various measures to conserve energy
B) TECHNOLOGYABSORPTION
a) Research & Development
The nature of the business of software development involves inbuilt, constant Research and Development as a part of its process of manufacturing (development). The Company is developing applications engines, re-usable codes and libraries as a part of its R&D activities.
b) Technology Absorption
The Company has not absorbed technology from outside.
|
Details of |
Technology |
Year of Import |
Status |
|
Technology |
imported from |
Implementation/absorption |
|
|
imported |
|||
|
NIL |
NA |
NA |
NA |
C) FOREIGN EXCHANGE EARNING AND OUTGO (Rs. in Lakhs)
|
Foreign Exchange Earnings |
5.398.48 |
|
Foreign Exchange Outgo |
48.07 |
|
Foreign Travel |
11.45 |
|
Others |
36.62 |
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In term of the provisions of Section 197(12) of Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure -1. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has adopted a Risk Management Policy for identifying and managing risk at the strategic, operational and tactical level. The Risk Management policy has been placed on the website of the Company. At present the Company has not identified any element of risk which may threaten the existence of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans and guarantees given or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.
EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports. Your Directors have provided explanation in Annexure - 2 for the matter of emphasis in the Auditorâs Report.
CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also in the Board for approval.
The disclosure on related party is annexed herewith as Annexure - 3.
POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION
The current Policy is to have an appropriate mix of executive and independent directors to maintain the Independence of the Board and separate its functions of the governance and management. As on 31* March, 2024, the Board consists of 7 members, one of whom is Non-Executive Chairman, one of whom is Executive or whole time Director, one of whom is Non-Executive Women Director and Four are Independent Directors. The Board periodically evaluates the need for change in its composition and size.
The policy of the Company on Directorsâ appointment and remuneration, including Criteria for determining Qualification, positive attributes, independence of a director and other matters provided under Sub-Section(3) of Section 178 of the Companies Act, 2013 adopted by the Board, is hosted on the website of our Company. We affirm that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the company.
WHOLLY OWNED SUBSIDIARY: CG-VAK SOFTWARE USA INC.
As on 31* March, 2024, your Company has only one wholly owned subsidiary. Your Companyâs Wholly Owned Subsidiary at USA, CG-VAK Software USA Inc. has made a Sales Turnover of US$ 3.03 million during this year, compared to the US$ 2.87 million during the previous year. There has been an increase in revenue by 5.57% over the previous financial year. During the year, the Board of Directors reviewed the affairs of the wholly owned subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and the wholly owned subsidiary, which forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of our wholly owned subsidiary in the prescribed format AOC-1 is appended as Annexure - 4 to the Boardâs Report. The statement also provides the details of performance, financial positions of the wholly owned subsidiary.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statement, including the Consolidated Financial Statements and related information of the Company and the wholly owned subsidiary are available on our website. These documents will also be available for inspection during the business hours at our Registered Office.
The Company has no other subsidiary/Joint ventures/associates other than the above mentioned.
EXTRACT OFANNUAL RETURN
In accordance with section 92(3) of the Companies Act, 2013, an extract of annual return is placed at the website of the Company https://www.cgvakindia.com/wp-content/uploads/2024/08/Annual-Return-2023-24-draft.pdf CORPORATE SOCIAL RESPONSIBILITY
The Provisions of CSR are applicable since 01.04.2020 and CGVAK believes in giving back to the society. A detailed report is appended as Annexure - 5.
DIRECTORâS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THE COMPANIES ACT, 2013
In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors would like to state that:
1 In preparation of annual accounts for the financial year ended 31* March, 2024, the applicable accounting standards have been followed.
2 The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period.
3 The Directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4 The Directors have prepared the annual accounts on a going concern basis.
5 The Directors have laid down internal financial controls, which are adequate and are operating effectively.
6 The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS
The Regional Director (Southern Region), Ministry of Corporate Affairs, Chennai has compounded offenses during the Financial Year 2021-22. The Company had paid a Compounding fees of Rs. 3,41,950, subsequent of which The Regional Director (Southern Region), Ministry of Corporate Affairs, Chennai had issued orders dated 21.09.2021 and 18.11.2021 directing The Registrar of Companies, Coimbatore, Tamil Nadu to withdraw the prosecutions filed. During the Financial year 2022-23 the Company had paid a penalty of Rs. 55,000/- to the Exchange for delay in disclosure of Related Party Transactions, the said penalty has been paid.
PUBLIC DEPOSITS
During the year, your Company has not accepted/renewed any Deposits.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(A) DIRECTORS
Director liable to retirement by rotation
As per the provisions of the Companies Act, 2013, Mr. G. Suresh retires from office by rotation, and being eligible offer himself for re-appointment at the ensuing Annual General Meeting of the Company. The Board of Directors recommends his re-appointment.
(B) KEY MANAGERIAL PERSONNEL
Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. G. Suresh, Managing Director & CEO, Mr. P. S. Subramanian, Chief Financial Officer and Mr. Harcharan. J, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as at 31st March, 2024.
Brief particulars of Directors eligible for reappointment in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards are annexed to the Notice dated 09fhAugust, 2024 convening the 29th Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
The company has received necessary declarations from each independent Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations.
BOARD EVALUATION
The evaluation framework for assessing the performance of Directors comprises of the following key areas:
1. Attendance of Board Meeting and Board Committee Meetings
2. Quality of Contribution to Board deliberations
3. Strategic perspectives or inputs regarding future growth of Company and its performance
4. Providing perspectives and feedback going beyond information provided by the management
5. Commitment to shareholders and other stakeholder interests
The evaluation involves self-evaluation by the Board Members and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/ her evaluation.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy as a mechanism for employees to report to the management concern about unethical behavior, actual or suspected fraud or violation of the companyâs code of conduct and it affirms that no personnel have been denied access to the Audit Committee. A copy of Whistle Blower Policy has been placed at our website at www.cgvak.com for reference.
AUDITORS
The Auditors Report for the financial year 31.03.2024 does not contain any qualification, adverse remarks, reservation or disclaimer.
SECRETARIAL AUDITOR
The secretarial audit report for FY 2023-24 forms part of the Annual Report as Annexure 6 to the Boardâs Report.
COST RECORDS AND COST AUDIT
Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the Financial Year. CYBER SECURITY INCIDENTS OR BREACHES OR LOSS OF DATA OR DOCUMENTS
There were no such incidents during the Financial Year.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF
The Company has not made any such valuation during the Financial Year.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in this place an Anti-Sexual Harassment Policy in line with the requirements of the sexual harassment of women at workplace (prevention, prohibition, redressal) Act, 2013. The Internal Complaints Committee (âICCâ) has been setup to redress the complaints received regarding sexual harassment. All employees are covered under this policy.
The following are the complaints received and disposed off during the financial year 2023-24:
A. No. of complaints received : 0
B. No. of complaints disposed off : 0
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to Financial Statements. Such controls were tested during the financial year and no material weakness in the design or operation was observed.
DETAILS OF FRAUDS REPORTED
The Auditors ofthe Company have not reported any fraud specified under Section 143(12) ofthe Companies, Act, 2013. ACKNOWLEDGEMENT
The Directors of your Company would like to take this opportunity to thank one and all associated with it enabling it to scale greater heights and emerge as a recognized software solutions vendor in the industry. The faith and confidence shown on your Company by banks, global clients, government authorities and shareholders has propelled our enthusiasm and strengthen our determination to achieve our vision.
Finally your Directors would like to express their sincere thanks to the dedication and committed hard work of the employees working in India, USA and at various client locations to reach our corporate vision.
(By Order of the Board) For CG-VAK SOFTWARE AND EXPORTS LIMITED
Place: Coimbatore G.Suresh
Date : 09th August, 2024 Managing Director & CEO
DIN 00600906
Mar 31, 2023
The Board of Directors of your Company take pleasure in presenting the 28thAnnual Report on the business and operations of your Company and the Audited Financial Accounts for the year ended 31st March 2023.
During the year under review, your Company has achieved a turnover of Rs.5,489.33 lakhs as against Rs. 3,830.72 lakhs in the previous year. The Profit after Tax stands at Rs.1,168.75 lakhs as against Rs.892.28 lakhs in the previous year. The company has achieved significant growth in the Turnover and Profits earned.
The global revenues for the Company including the business done by the Wholly Owned Subsidiary for the year under review is Rs. 7,736.56 lakhs as compared to Rs. 5,480.13 lakhs in the previous year.
STATE OF AFFAIRS OF THE COMPANY
In the financial year 2022-23, despite challenging business environment, your company achieved a growth of 41% in the total revenue and the profit after tax has increased to Rs.1,168.75 lakhs from Rs. 892.28 lakhs. The increase has been at 31% as compared to previous year.
The contribution of business from various Geographical areas were:
North America contributed 80% and Rest of the World 20% of the business.
During the year under review, Business from Offshore Software Services is Rs.5,485.80 lakhs as against Rs. 3,827.11 lakhs in the previous year. The increase has been at 43% as compared to previous year. Significant growth has been achieved in the offshore component of the business.
Worldwide the business scenario is changing rapidly due to the impact of pandemic and the geopolitical situation due to the Russia-Ukraine war. The forecast on Global GDP is low and is estimated to be at 2.8% in 2023. Organizations are forced to make changes to their business processes using latest technologies to adapt to the new normal. Increased Offshore work, remote delivery, new compensation models with customers are likely to happen. AI is opening up new avenues.
This provides opportunities for IT service providers like us. More and more companies from almost every part of the world are using offshore service providers to meet their software needs.
The Company is able to successfully implement the work from home model without diluting the quality of delivery. New systems and automation of processes have been put into practice to improve the efficiency and monitoring of work.The company has been growing positively in the offshore software services business and this momentum is likely to continue this year.
Our client retention and client satisfaction levels have been growing steadily. We have received many client appreciations and significant amount of repeat business. Our clients have appreciated the way the projects are handled post pandemic. Inspite of the disruption, inflation, changes in the geo-political situations in the economies we operate, we have seen a positive growth in our business. In addition to North America, our business and customer base from Europe, Australia and Africa is also expected to grow as planned.
Out-sourced Product development (OPD) market space continues to be the key focus area for the Company as we have achieved significant success. The performance in Cloud practice has been very good and it is expected to grow at the same pace. Our plan is to focus on the existing relationships we have built with customers and grow the business. Apart from strengthening the presence in the markets in which the company is operating now, plans are in place to penetrate into new geographies globally.
We expect a positive growth in this year and the Company should perform better in the ensuing Financial Year 2023-24. QUALITY
Your company has a strict quality assurance and control programs to ensure that high level of Quality service is delivered to the customers. Matured and proven quality management systems are in place based on the requirements of ISO 9001:2015 and 27001:2013 standards.
Your Directors recommended a dividend of Rs. 1/- per equity share (i.e. 10% on each equity share having Face value of Rs. 10 each), subject to the approval by the shareholders at the ensuing Annual General Meeting. The total dividend payout will be of Rs.50.50 lakhs. During the previous year ended 2021-2022, your Company has paid a dividend of Rs.50.50 lakhs.
As per Companies (Accounting Standards) Amendment Rules, 2016, dividend will be recognized as liability on approval of shareholders at the ensuing Annual General Meeting.
The dividend, if approved by the shareholders, will be paid to those members whose names appear in the Register of Members as on the date of the Annual General Meeting.
No amount has been transferred to the general reserve.
TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Act, read with Investor Education and Protection Fund Rules, the shares on which dividends have not been claimed for 7 consecutive years are liable to be transferred in favour of IEPF Authority. The Company has uploaded the details of the shares which are subject to be transferred in favour of IEPF Authority, on the website of the Company (www.cgvak.com). Efforts are also made to coordinate with the Registrar and Share Transfer Agents to locate shareholders who have not claimed their dues.
The Paid-up share capital of the Company as at 31st March, 2023 aggregates to Rs. 5,05,02,000/- comprising 50,50,200 equity shares of Rs. 10/- each fully paid up.
STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Directors have devised proper system to ensure compliance with the applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on the Meeting of the Board of Directors (SS-1) and General Meeting (SS-2). HUMAN RESOURCE
Your Company firmly believes that employees are its most valued resource and their efficiency play a key role in achieving defined goals and building a competitive work environment. Many initiatives have been taken to enhance their Technical, managerial skills. Also, various employee engagement programs have helped the organization to achieve higher productivity levels. In its pursuit to attract, retain and develop best available talents, several programs are regularly conducted at various levels across the Company. Employee relations continued to be cardinal and harmonious across all levels of the Company.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report.
The trading in the Equity Shares of your Company is under compulsory dematerialization mode. As on 31st March, 2023, Equity Shares representing 95.20% of the equity share capital are in dematerialized form. As the depository system offers numerous advantages, members are requested to take advantage of the same and avail of the facility of dematerialization of the Company''s shares.
The Equity Shares of your Company continue to remain listed with BSE Limited. The listing fees for the year 2023-24 have been paid to the Stock Exchange. The Shares of the companies are compulsorily tradable in dematerialized form. INSURANCE
The assets of the Company are adequately insured against fire and such other risks, as are considered necessary by the Management.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in accordance with the applicable Accounting Standards forms a part of this Annual Report.
At CG-VAK, Corporate Governance is not just a legal obligation, the frame work ensures that all the disclosures and information''s provided are precise and time bound. Transparency, Accountability, Integrity and Independence are the bottom-line of our Governance. The Company will continue to uphold the true spirit of Corporate Governance and implement best governance practices.
A detailed report on Corporate Governance, pursuant to the requirements of SEBI (LODR) is available as a separate section in this Annual Report. The Auditor''s report on Corporate Governance, confirming the compliance of conditions of Corporate Governance as stipulated is annexed as a part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of SEBI (LODR), Regulations 2015, the Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Annual Report.
Familiarization programme of the Independent Directors:
https://www.cgvakindia.com/investors/#code_of_conduct_and_policiese132-80dc Policy on Related Party Transactions
https://www.cgvakindia.com/investors/#code_of_conduct_and_policiese132-80dc Policy on Prevention of Sexual Harassment
https://www.cgvakindia.com/investors/#code_of_conduct_and_policiese132-80dc Policy on Selection of Directors & remuneration
https://www.cgvakindia.com/investors/#code_of_conduct_and_policiese132-80dc NUMBER OF MEETINGS OF THE BOARD
The Board met four times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the periods prescribed by the Companies Act, 2013.
The Audit committee consists of Independent Directors namely Mr. K. Kathirvel (Chairman), Mr.R.Jayaraman, Mr. R. Krishnaswamy and Mr. G.S. Swaminathan as other Members.. All the recommendations made by the Audit Committee were accepted by the Board.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
As per the requirement of Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given below.
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Companies (Accounts) Rules, 2014:
A) CONSERVATION OF ENERGY
Your Company uses electrical energy for its equipment such as air-conditioners, computer terminals, lighting and utilities at work places. As an ongoing process, the company continued to undertake various measures to conserve energy
B) TECHNOLOGY ABSORPTION
a) Research & Development
The nature of the business of software development involves inbuilt, constant Research and Development as a part of its process of manufacturing (development). The Company is developing applications engines, re-usable codes and libraries as a part of its R&D activities.
b) Technology Absorption
The Company has not absorbed technology from outside.
c) Information regarding imported technology (Imported during last three years)
|
Details of Technology imported |
Technology imported from |
Year of Import |
Status Implementation/absorption |
||
|
NIL |
NA |
NA |
NA |
||
|
C) FOREIGN EXCHANGE EARNING AND OUTGO |
(Rs. in Lakhs) |
||||
|
Foreign Exchange Earnings |
5.399.59 |
||||
|
Foreign Exchange Outgo |
55.76 |
||||
|
Foreign Travel |
20.31 |
||||
|
Others |
35.45 |
||||
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In term of the provisions of Section 197(12) of Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure -1.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has adopted a Risk Management Policy for identifying and managing risk at the strategic, operational and tactical level. The Risk Management policy has been placed on the website of the Company. At present the Company has not identified any element of risk which may threaten the existence of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans and guarantees given or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.
EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports. Your Directors have provided explanation in Annexure - 2 for the matter of emphasis in the Auditorâs Report.
CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also in the Board for approval.
The disclosure on related party is annexed herewith as Annexure - 3.
POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION
The current Policy is to have an appropriate mix of executive and independent directors to maintain the Independence of the Board and separate its functions of the governance and management. As on 31* March, 2023, the Board consists of 7 members, one of whom is Non-Executive Chairman, one of whom is Executive or whole time Director, one of whom is NonExecutive Women Director and Four are Independent Directors. The Board periodically evaluates the need for change in its composition and size.
The policy of the Company on Directorsâ appointment and remuneration, including Criteria for determining Qualification, positive attributes, independence of a director and other matters provided under Sub-Section(3) of Section 178 of the Companies Act, 2013 adopted by the Board, is hosted on the website of our Company. We affirm that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the company.
WHOLLY OWNED SUBSIDIARY: CG-VAK SOFTWARE USA INC.
As on 31* March, 2023, your Company has only one wholly owned subsidiary. Your Companyâs Wholly Owned Subsidiary at USA, CG-VAK Software USA Inc. has made a Sales Turnover of US$ 2.87 million during this year, compared to the US$ 2.16 million during the previous year. There has been an increase in revenue by 32.87% over the previous financial year.
During the year, the Board of Directors reviewed the affairs of the wholly owned subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and the wholly owned subsidiary, which forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of our wholly owned subsidiary in the prescribed format AOC-1 is appended as Annexure - 4 to the Boardâs Report. The statement also provides the details of performance, financial positions of the wholly owned subsidiary.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statement, including the Consolidated Financial Statements and related information of the Company and the wholly owned subsidiary are available on our website. These documents will also be available for inspection during the business hours at our Registered Office.
The Company has no other subsidiary/Joint ventures/associates other than the above mentioned.
In accordance with section 92(3) of the Companies Act,2013, an extract of annual return is placed at the website of the Company (https://www.cgvakindia.com/investors/#1507102947283-afa3fc4b-a401) .
CORPORATE SOCIAL RESPONSIBILITY
The Provisions of CSR are applicable since 01.04.2020 and CGVAK believes in giving back to the society. A detailed report is appended as Annexure - 5.
DIRECTORâS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THE COMPANIES ACT, 2013
In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors would like to state that:
1 In preparation of annual accounts for the financial year ended 31* March, 2023, the applicable accounting standards have been followed.
2 The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period.
3 The Directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4 The Directors have prepared the annual accounts on a going concern basis.
5 The Directors have laid down internal financial controls, which are adequate and are operating effectively.
6 The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS
The Regional Director (Southern Region), Ministry of Corporate Affairs, Chennai has compounded offenses during the Financial Year 2021-22. The Company had paid a Compounding fees of Rs. 3,41,950, subsequent of which The Regional Director (Southern Region), Ministry of Corporate Affairs, Chennai had issued orders dated 21.09.2021 and 18.11.2021 directing The Registrar of Companies, Coimbatore, Tamil Nadu to withdraw the prosecutions filed. During the Financial year under review the Company had paid a penalty of Rs. 55,000/- to the Exchange for delay in disclosure of Related Party Transactions, the said penalty has been paid.
During the year, your Company has not accepted/renewed any Deposits.
DIRECTORS AND KEY MANAGERIAL PERSONNEL(A) DIRECTORS
Director liable to retirement by rotation
As per the provisions of the Companies Act, 2013, Mrs. S. Latha retires from office by rotation, and being eligible offer herself for re-appointment at the ensuing Annual General Meeting of the Company. The Board of Directors recommends her re-appointment.
Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. G. Suresh, Managing Director & CEO, Mr. P. S. Subramanian, Chief Financial Officer and Mr. Harcharan. J, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as at 31* March, 2023.
Brief particulars of Directors eligible for reappointment in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards are annexed to the Notice dated 11âAugust, 2023 convening the 28âAnnual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
The company has received necessary declarations from each independent Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations.
The evaluation framework for assessing the performance of Directors comprises of the following key areas:
1. Attendance of Board Meeting and Board Committee Meetings
2. Quality of Contribution to Board deliberations
3. Strategic perspectives or inputs regarding future growth of Company and its performance
4. Providing perspectives and feedback going beyond information provided by the management
5. Commitment to shareholders and other stakeholder interests
The evaluation involves self-evaluation by the Board Members and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/ her evaluation.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy as a mechanism for employees to report to the management concern about unethical behavior, actual or suspected fraud or violation of the companyâs code of conduct and it affirms that no personnel have been denied access to the Audit Committee. A copy of Whistle Blower Policy has been placed at our website at www.cgvak.com for reference.
M/s. SPP & Co, Chartered Accountants, Coimbatore, the Statutory Auditors of your Company, are to hold office up to the conclusion of the ensuing Annual General Meeting of the Company.
In line with the requirement of Section 139 (1) of the Companies Act, 2013, the Audit Committee considering the qualifications and experience of M/s. SPP & Co, Chartered Accountants, Coimbatore, has recommended their reappointment as Statutory Auditors of the Company to the Board. The Board further recommends their appointment as
Statutory Auditors to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the 33rd Annual General Meeting of the Company, subject to the approval of the members in this AGM.
M/s. SPP & Co, Chartered Accountants, Coimbatore, have furnished a certificate of their eligibility as per Section 141 of the Companies Act, 2013 and have provided their consent for appointment as Statutory Auditors of the Company.
The Auditors Report for the financial year 31.03.2023 does not contain any qualification, adverse remarks, reservation or disclaimer.
M/s. LMS Associates, Practicing Company Secretaries (firm Registration No: S2016TN698100) is appointed to conduct the secretarial audit of the company for financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules made there under. The secretarial audit report for FY 2022-23 forms part of the Annual Report as Annexure 6 to the Boardâs Report.
Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the Financial Year. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF
The Company has not made any such valuation during the Financial Year.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in this place an Anti-Sexual Harassment Policy in line with the requirements of the sexual harassment of women at workplace (prevention, prohibition, redressal) Act, 2013. The Internal Complaints Committee (âICCâ) has been setup to redress the complaints received regarding sexual harassment. All employees are covered under this policy.
The following are the complaints received and disposed off during the financial year 2022-23:
A. No. of complaints received : 0
B. No. ofcomplaints disposed off : 0
The Company has in place adequate internal financial controls with reference to Financial Statements. Such controls were tested during the financial year and no material weakness in the design or operation was observed.
The Auditors of the Company have not reported any fraud specified under Section 143(12) of the Companies, Act, 2013. ACKNOWLEDGEMENT
The Directors of your Company would like to take this opportunity to thank one and all associated with it enabling it to scale greater heights and emerge as a recognized software solutions vendor in the industry. The faith and confidence shown on your Company by banks, global clients, government authorities and shareholders has propelled our enthusiasm and strengthen our determination to achieve our vision.
Finally your Directors would like to express their sincere thanks to the dedication and committed hard work of the employees working in India, USA and at various client locations to reach our corporate vision.
Mar 31, 2014
Dear Members,
The Board of Directors of your Company take pleasure in presenting the
19th Annual Report on the business and operations of your Company and
the Audited Financial Accounts for the year ended 31s* March 2014.
FINANCIAL RESULTS 2013-14
During the year under review, your Company has achieved a turnover of
Rs.895.12 Lakhs as against Rs.869.21 Lakhs in the previous year. There
is a net Profit of Rs.65.06 Lakhs as against the net profit of
Rs.102.54 Lakhs in the previous year.
GLOBAL REVENUE
The global revenues for the Company including the business done by the
Wholly Owned Subsidiary for the year under review is Rs.3153 Lakhs as
compared to previous year was Rs. 2305 Lakhs.
REVIEW OF BUSINESS
The contributions of business from various Geographical area were:
North America contributed to 80% and Rest of the World 20 %. Business
from Offshore Software Services was Rs.878.32 Lakhs during the year
2013-2014 as against Rs.854.77 Lakhs in the previous year. The increase
has been at 2.76% compared with previous year.
QUALITY
Your company has a strict quality assurance and control programs to
ensure that high level of Quality service is delivered to the
customers. Matured and proven quality management systems are in place
based on the requirements of ISO 9001:2008 standards.
FUTURE PLANS
The global market for IT services is expected to expand and
corporations are increasingly using offshore service providers to meet
their IT service needs. This increases the addressable market for
offshore software services providers like us. The company has been
growing positively in the offshore software services business and this
momentum is likely to continue this year.
Our client retention and client satisfaction levels have been growing
steadily. We have received many client appreciations and significant
amount of repeat business. In addition to North America, our business
and customer base from Australia, Africa and Europe is also expanding
as planned.
Our mobility practice has been growing significantly and we expect a
good growth in this offering. The company will continue its focus on
the in OPD (Out-sourced Product development) market space where it has
achieved significant success. Geographically the company is planning to
strengthen its presence in the markets it is operating.
We expect a positive growth this year and the Company should perform
better in the ensuing Financial Year 2014-15.
DIVIDEND
Your Directors recommended a dividend of Rs. 0.50 per equity share (
i.e. 5% on each equity share having Face value of Rs. 10 each ),
subject to the approval by the shareholders at the ensuing Annual
General Meeting. The total dividend payout will be of Rs.29.56 Lakhs
inclusive of tax amount of Rs.4.29 Lakhs. During the previous year
ended 2012-2013, your Company has paid a dividend of Rs.25.27 Lakhs.
The dividend, if approved by the shareholders, will be paid to those
members whose names appear in the Register of Members as on 15th
September 2014.
US SUBSIDIARY: CG-VAK SOFTWARE USA INC.
Your Company''s Wholly Owned Subsidiary at USA, CG-VAK Software USA Inc.
has made a Sales Turnover of USD 3.93 million during this year,
compared to the USD 2.80 million during the previous year.
In terms ofthe exemption granted by the Central Government vide
notification number 51/12/2007-CL-III dated February 8, 2011, the
Balance Sheet and Profit and Loss Account, Report ofthe Board of
Directors and Auditors ofthe Subsidiaries have not been attached with
the Annual Report of the Company. However upon request by the
shareholder of the Company, the annual accounts of the subsidiary
companies will be made available. Pursuant to Section 212 of the
Companies Act, 1956, the financial data along with equity share capital
of the subsidiaries forming part of this Annual Report. Further,
pursuant to Accounting Standard 21 issued by the Institute of Chartered
Accountants of India, consolidated financial statement presented by the
Company includes financial information of its subsidiaries.
INSPECTION UNDER SECTION 209A OF THE COMPANIES ACT, 1956
During the previous financial year (2012-13), inspection under Section
209A of the Companies Act, 1956 was carried out by the office of
Ministry of Corporate Affairs and the company has provided the reply
for the clarifications sought by MCA.
SEBI ADJUDICATION ORDER
During the year, SEBI had imposed a penalty of Rs.3 Lakhs on the
company for delayed disclosure/reporting of purchase of shares under
the SEBI PIT regulations. The penalty amount has been paid by the
company.
DIRECTORS
As per the provisions of the Companies Act, 2013, Mr.C.Ganapathy,
Director retire from office by rotation, and being eligible offer
himself for re-appointment at the ensuing Annual General Meeting of the
Company.
Mrs.S.Latha was appointed as an Additional Director of the Company
w.e.f 28th May, 2014 and holds office upto the date of the ensuing
Annual General Meeting. A notice has been received from a member
proposing her to be appointed as a Director.
In compliance of the provisions of The Companies Act, 2013 and the
Listing Agreement entered into with the Stock Exchange in which the
Company''s shares are listed, Independent Directors are required to be
appointed for a maximum term of five years besides the other
requirements. Accordingly the Board of Directors have proposed to
appoint Mr.A.Sankar, Director, as Independent Director for a term of 2
consecutive years w.e.f. 26th September, 2014. Further Mr.M.Durairaj,
Mr.S.Muthukumar and Mr.S.Mohan, Directors are proposed for appointment
as Independent Directors ofthe Company for a term of five consecutive
years w.e.f. 26th September, 2014. Your Directors recommends their
appointment.
Brief particulars of Directors eligible for reappointment in terms of
Clause 49 of the Listing Agreement are annexed to the Notice dated 28th
May, 2014 convening the 19th Annual General Meeting.
AUDITORS
The Statutory Auditors of the Company M/s. S.Lakshminarayanan
Associates, Chartered Accountants, Coimbatore, retire at the conclusion
of the ensuing Annual General Meeting. The Statutory Auditors have
confirmed their eligibility and willingness to accept the office on
re-appointment. The Board recommends their re-appointment for the next
term.
PUBLIC DEPOSIT
The Deposits accepted by your Company are within the prescribed limits
and the provision of Section 58-A of the Companies Act, 1956, and the
rules framed there under are complied with. There are no unclaimed
deposits as on 31.03.2014. The Company has decided not to accept/renew
any Deposits commencing from 01st April, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As per the requirement 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, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are appended hereto and form part of this report.
INFORMATION AS PER SECTION 217 (2A) OF THE COMPANIES ACT, 1956
As the Company has no employee drawing a salary of Rs.5,00,000/- per
month or above or Rs.60,00,000/- per annum or above during the year
2013-2014, there are no particulars to be furnished under section
217(2A) ofthe Companies Act, 1956.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) ofthe Companies Act, 1956, your Directors
have:
1. Followed in the preparation ofthe Annual Accounts, the applicable
accounting standards.
2. Selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and ofthe financial position ofthe Company
for the period.
3. Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of The Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities and
4. Prepared the attached statement of accounts for the year ended 31st
March 2014 on a going concern basis. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in
accordance with the applicable Accounting Standards forms a part ofthis
Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance. Company continues to be compliant with the requirements
enshrined in clause 49 ofthe Listing Agreement which relates to
Corporate Governance.
A Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement forms part of the Annual Report. A certificate from
the Statutory Auditors of the Company, confirming compliance with the
conditions of Corporate Governance, as stipulated under clause 49 forms
part ofthis Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under
review, as stipulated under clause 49 of the Listing Agreement is
presented in a separate section forming part of the Annual Report.
ACKNOWLEDGMENT
The Directors of your Company would like to take this opportunity to
thank one and all associated with it enabling it to scale greater
heights and emerge as a recognized software solutions vendor in the
industry. The faith and confidence shown on your Company by banks,
global clients, government authorities and shareholders has propelled
our enthusiasm and strengthen our determination to achieve our vision.
Finally, your Directors would like to express their sincere thanks to
the dedication and committed hard work of the employees working in
India, USA and at various client locations to reach our corporate
vision.
(By Order of the Board)
for CG-VAK SOFTWARE AND EXPORTS LIMITED
Place: Coimbatore C.GANAPATHY
Date : 28th May, 2014 Chairman
Mar 31, 2013
Dear Shareholders,
The Directors of your Company take pleasure in presenting the 18th
Annual Report on the business of your Company and the
Audited Financial Accounts for the year ended 31st March 2013.
FINANCIAL RESULTS 2012-13
During the year under review, your Company has achieved a turnover of
Rs.869.21 lakhs as against Rs. 659.99 Lakhs in the previous year. There
is a net Profit of Rs. 102.54 lakhs as against the net loss of
(Rs.123.67) lakhs in the previous year.
GLOBAL REVENUE
The global revenues for the Company including the business done by the
Wholly Owned Subsidiary for the year under review is Rs.23.05 crores as
compared to previous year was Rs. 19.55 crores.
REVIEW OF BUSINESS
The contributions of business from various Geographical area were:
North America contributed to 77% and Rest of the World 23 %.
Business from Offshore Software Services was Rs.854.77 lakhs during the
year 2012-2013 as against Rs. 639.78 lakhs in the previous year. The
increase has been at 34% compared with previous year.
QUALITY
Your company has a strict quality assurance and control programs to
ensure that high level of Quality service is delivered to the
customers. Matured and proven quality management systems are in place
based on the requirements of ISO 9001:2008 standards.
FUTURE PLANS
The global market for IT services is expected to expand and
corporations are increasingly using offshore service providers to meet
their IT service needs.This increases the addressable market for
offshore software services providers like us. The company has been
growing positively in the offshore software services business and this
momentum is likely to continue this year.
Our client retention and client satisfaction levels have been growing
steadily. We have received many client appreciations and significant
amount of repeat business. In addition to North America,our business
and customer base from Australia and Europe is also expanding as
planned.
Our mobility practice has been growing significantly and we expect a
good growth in this offering.The company will continue its focus on the
OPD (Out-sourced Product Development) market space where it has
achieved significant success. Geographically the company is planning
to strengthen its presence in the markets it is operating. We expect
to continue our positive growth this year and the Company should
perform better in the ensuing year FY 2013-14.
DIVIDEND
Your Directors recommended a dividend of Rs. 0.50 per equity share (i.e
5% on each equity share having Face value of Rs. 10 each), subject to
the approval by the shareholders at the ensuing Annual General Meeting.
The total dividend payout will be of Rs.29.52 lakhs inclusive of tax
amount of Rs.4.29 lakhs.
The dividend, if approved by the shareholders, will be paid to those
members whose names appear in the Register of Members as on the date of
the Annual General Meeting
US SUBSIDIARY: CG-VAK SOFTWARE USA INC.
Your Company''s Wholly Owned Subsidiary at USA, CG-VAK Software USA Inc.
has made a Sales Turnover of USD 2.80 million during this year,
compared to the USD 2.78 million during the previous year.
In terms of the exemption granted by the Central Government vide
notification number 51/12/2007-CL-III dated February 8, 2011, the
Balance Sheet and Profit and Loss Account, Report of the Board of
Directors and Auditors of the Subsidiaries have not been attached with
the Annual Report of the Company. However upon request by the
shareholder of the Company, the annual accounts of the subsidiary
companies will be made available. Pursuant to Section 212 of the
Companies Act, 1956, the financial data along with equity share capital
of the subsidiaries forming part of this Annual Report. Further,
pursuant to Accounting Standard 21 issued by the Institute of Chartered
Accountants of India, consolidated financial statement presented by the
Company includes financial information of its subsidiaries.
INSPECTION UNDER SECTION 209A OF THE COMPANIES ACT, 1956
During the year, inspection under Section 209A of the Companies Act,
1956 was carried out by the office of Ministry of Corporate Affairs and
the company has provided the reply for the clarifications sought by
MCA.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company,
Mr.S.Muthukumar, retire from office by rotation, and being eligible
offer himself for reappointment at the ensuing Annual General Meeting
of the Company.
The Board has reappointed Sri GSuresh as Managing Director for a period
of 3 years from 1st September, 2013 and resolutions for approval of his
reappointment and terms of reappointment have been included in the
notice convening the 18th
Annual General Meeting of the Company Brief particulars of Directors
eligible for reappointment in terms of Clause 49 of the Listing
Agreement are annexed to the Notice dated 29th May, 2013 for convening
the 18thAnnual General Meeting.
AUDITORS
The Statutory Auditors of the Company M/s. S.Lakshminarayanan
Associates, Chartered Accountants, Coimbatore, retire at the conclusion
of the ensuing Annual General Meeting. The Statutory Auditors have
confirmed their eligibility and willingness to accept the office on
re-appointment. The Board recommends their re-appointment for the next
term.
PUBLIC DEPOSIT
The Deposits accepted by your Company are within the prescribed limits
and the provision of Section 58-A of the Companies Act, 1956, and the
rules framed there under are complied with. There are no unclaimed
deposits as on 31.03.2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As per the requirement 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, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are appended hereto and form part of this report.
INFORMATION AS PER SECTION 217 (2A) OF THE COMPANIES ACT, 1956
As the Company has no employee drawing a salary of Rs.5, 00,000/- per
month or above or Rs.60, 00,000/- per annum or above during the year
2012-2013, there are no particulars to be furnished under section
217(2A) of the Companies Act, 1956.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
have:
1. Followed in the preparation of the Annual Accounts, the applicable
accounting standards.
2. Selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the financial position of the Company
for the period.
3. Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of The Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities and
4. Prepared the attached statement of accounts for the year ended 31st
March 2013 on a going concern basis.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in
accordance with the applicable Accounting Standards forms a part of
this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under
review, as stipulated under clause 49 of the Listing Agreement is
presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance. Company continues to be compliant with the requirements
enshrined in clause 49 of the Listing Agreement which relates to
Corporate Governance.
A Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement forms part of the Annual Report. A certificate from
the Statutory Auditors of the Company, confirming compliance with the
conditions of Corporate Governance, as stipulated under clause 49 forms
part of this Report.
ACKNOWLEDGEMENT
The Directors of your Company would like to take this opportunity to
thank one and all associated with it enabling it to scale greater
heights and emerge as a recognized software solutions vendor in the
industry. The faith and confidence shown on your Company by banks,
global clients, government authorities and shareholders has propelled
our enthusiasm and strengthen our determination to achieve our vision.
Finally your Directors would like to express their sincere thanks to
the dedication and committed hard work of the employees working in
India, USA and at various client locations to reach our corporate
vision.
(By Order of the Board)
for CG-VAK SOFTWARE AND EXPORTS LIMITED
Place: Coimbatore C.GANAPATHY
Date : 29th May, 2013 Chairman
Mar 31, 2012
The Directors of your Company take pleasure in presenting the
17th Annual Report on the business of your Company and the Audited
Financial Accounts for the year ended 31st March 2012.
FINANCIAL RESULTS 2011-12
During the year under review, your Company has achieved a turnover of
Rs. 659.99 Lakhs as against Rs. 633 Lakhs in the previous year. There
is a net loss of Rs.123.67 lakhs as against the net Profit of Rs. 11.27
lakhs in the previous year.
GLOBAL REVENUE
The global revenues for the Company including the business done by the
Wholly Owned Subsidiary for the year under review is Rs.19.55 crores as
compared to previous year was Rs. 17.65 crores.
REVIEW OF BUSINESS
The year under report had been a very challenging one for your Company
due to slow recovery of North American economy, uncertainties in the
global market and huge currency volatility.
The contributions of business from various markets were:
Software services contributed to 97% and BPO services 3 %.
Business from Offshore Software Services was Rs.639.78 lakhs during the
year 2011-2012 as against Rs. 527.81 in the previous year. The increase
has been at 21% compared with previous year. Our BPO Service line has
done a business of Rs. 20.20 lakhs during the year 2011-12 as against
Rs. 63.18 lakhs during the previous year. There is a significant drop
of 68% in the business due to many of our customers have stopped
outsourcing and moved to EMR (Electronic medical records) as per new
policies of the US government.
The company incurred huge loss due to expected projects not
materialized for which company has already recruited staffs, Bad debts
and Foreign exchange loss.
QUALITY
Your company has a strict quality assurance and control programs to
ensure that high level of Quality service is delivered to the
customers. Matured and proven quality management systems are in place
based on the requirements of ISO 9001:2008 standards.
FUTURE PLANS
The global market IT services market is expected to be challenging due
to uncertainties in the European market and the slow recovery in the US
market. However, the company has been growing positively in the
offshore software services business and this momentum is likely to
continue this year.
There has been significant success in terms of the Quality of service
and we have received many client appreciations and significant amount
of repeat business. In addition to North America,our business and
customer base from Australia and Europe is also expanding as planned.
The company will continue its focus on the in OPD (Out-sourced Product
development) market space where it has achieved significant success .
Geographically the company is planning to strengthen its presence in
the markets it is operating. The contribution from Software Services is
expected to grow positively. The Company should perform better in the
ensuing year FY 2012-13.
DIVIDEND
As the company is passing through a very challenging phase, your
Directors do not consider prudent to recommend any dividend for the
financial year ended 31st March, 2012.
US SUBSIDIARY: CG-VAK SOFTWARE USA INC.
Your Company's Wholly Owned Subsidiary at USA, CG-VAK Software USA Inc.
has made a Sales Turnover of US$ 2.78 million during this year,
compared to the US$ 2.54 million during the previous year.
As required under Section 212 of the Companies Act, 1956, the Annual
Report of M/s. CG-VAK Software USA Inc. is annexed to this report.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. S.Mohan retire from office
by rotation, and being eligible offer himself for re-appointment at the
ensuing Annual General Meeting of the Company.
Brief profile of the Director proposed to be re-appointed as required
under Clause 49 of the Listing Agreement is annexed to the Notice
convening the 17th Annual General Meeting forming part of this report.
AUDITORS
The Statutory Auditors of the Company M/s. S. Lakshminarayanan
Associates, Chartered Accountants, Coimbatore, retire at the conclusion
of the ensuing Annual General Meeting. The Statutory Auditors have
confirmed their eligibility and willingness to accept the office on
re-appointment. The Board recommends their re-appointment for the next
term.
PUBLIC DEPOSIT
The Deposits accepted by your Company are within the prescribed limits
and the provision of Section 58-A of the Companies Act, 1956, and the
rules framed there under are complied with. There are no unclaimed
deposits as on 31st March, 2012.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As per the requirement 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, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are appended hereto and form part of this report.
INFORMATION AS PER SECTION 217 (2A) OF THE COMPANIES ACT, 1956
As the Company has no employee drawing a salary of Rs.5, 00,000/- per
month or above or Rs.60, 00,000/- per annum or above during the year
2011-2012, there are no particulars to be furnished under section
217(2A) of the Companies Act, 1956.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
have:
1. Followed in the preparation of the Annual Accounts, the applicable
accounting standards.
2. Selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the financial position of the Company
for the period.
3. Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of The Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities and
4. Prepared the attached statement of accounts for the year ended 31st
March 2012 on a going concern basis.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in
accordance with the applicable Accounting Standards forms a part of
this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under
review, as stipulated under clause 49 of the Listing Agreement is
presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance. Company continues to be compliant with the requirements
enshrined in clause 49 of the Listing Agreement which relates to
Corporate Governance.
A Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement forms part of the Annual Report. A certificate from
the Statutory Auditors of the Company, confirming compliance with the
conditions of Corporate Governance, as stipulated under clause 49 forms
part of this Report.
ACKNOWLEDGEMENT
The Directors of your Company would like to take this opportunity to
thank one and all associated with it enabling it to scale greater
heights and emerge as a recognized software solutions vendor in the
industry. The faith and confidence shown on your Company by banks,
global clients, government authorities and shareholders has propelled
our enthusiasm and strengthen our determination to achieve our vision.
Finally your Directors would like to express their sincere thanks to
the dedication and committed hard work of the employees working in
India, USA and at various client locations to reach our corporate
vision.
(By Order of the Board)
for CG-VAK SOFTWARE AND EXPORTS LIMITED
C. GANAPATHY
Chairman
Place: Coimbatore
Date : 30th May, 2012
Mar 31, 2011
Dear Members,
The Directors of your Company take pleasure in presenting the 16th
Annual Report on the business of your Company and the Audited Financial
Accounts for the year ended 31st March 2011.
FINANCIAL RESULTS 2010-11
During the year under review, your Company has achieved a turnover of
Rs. 633 Lakhs as against Rs. 594 Lakhs in the previous year. The net
profit for the year is Rs.11.27 lakhs as against the net Loss
Rs.(65.50) lakhs in the previous year.
GLOBAL REVENUE
The global revenues for the Company including the business done by the
Wholly Owned Subsidiary for the year under review is Rs.17.65 crores as
compared to Rs. 16.81 crores during previous year.
REVIEW OF BUSINESS
The year under report had been a challenging one for your Company due
to slow recovery of North American economy.
The contributions of business from various markets were:
Software services contributed to 90% and BPO services 10 %.
The contribution of offshore business has grown over the last year. The
offshore to on-site mix is 14:1 as compared to 9.9:1 in the previous
year. There is a growth of 9.5% in the offshore revenue.
Business from Offshore Software Services was Rs.527.81 lakhs during the
year 2010-2011 as against Rs. 457.15 in the previous year. The increase
has been at 15% compared with previous year.
Our BPO Service line has done a business of Rs. 63.18 lakhs during the
year 2010-11 as against Rs.82.79 lakhs during the previous year.
QUALITY
Your company has a strict quality assurance and control programs to
ensure that high level of Quality service is delivered to the
customers. Matured and proven quality management systems are in place
based on the requirements of ISO 9001:2008 standards.
FUTURE PLANS
The IT services market is expected to be challenging and pricing
pressures are predicted in the current year. In spite of the global
economic downturn and slow recovery, the company has been growing
positively in the offshore services segment for the last 3 years and
this momentum in the offshore front is likely to continue this year. We
have expanded geographically and we are now servicing clients from
Australia, Europe in addition to USA and Canada.
The Key differentiation for CG-VAK has been the ability to react to the
customer needs more quickly. By virtue of our smaller size we are able
to make radical changes to meet the changing needs of the market. The
company will give focus on cost and operational efficiencies to sustain
its competitiveness.
The company will continue its focus in OPD (Out-sourced Product
development) market space where it has achieved significant success.
The contribution from Software Services is expected to grow positively.
The Company should perform better in the ensuing year FY 2011-12.
DIVIDEND
As the company is passing through a very challenging phase, your
Directors do not consider prudent to recommend any dividend for the
financial year ended March 31, 2011.
US SUBSIDIARY: CG-VAK SOFTWARE USA INC.
Your Company's Wholly Owned Subsidiary at USA, CG-VAK Software USA Inc.
has made a Sales Turnover of US$ 2.54 million during this year,
compared to the US$ 2.29 million during the previous year.
As required under Section 212 of the Companies Act, 1956, the Annual
Report of M/s. CG-VAK Software USA Inc. is annexed to this report.
DIRECTORS
Mr. M.Durairaj is retiring by rotation at the ensuing Annual General
Meeting and is being eligible offer to himself for reappointment.
Mr.A.Sankar who was appointed as Additional Director holds office upto
the date of ensuing Annual General Meeting. A notice has been received
from a shareholder proposing him to be appointed as a Director.
Resolution for the reappointment of Mr.C.Ganapathy as Executive
Chairman is brought for your approval.
AUDITORS
M/s. S. Lakshminarayanan Associates, Chartered Accountants, Coimbatore
retire at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment.
PUBLIC DEPOSIT
The Deposits accepted by your Company are within the prescribed limits
and the provision of Section 58-A of the Companies Act, 1956, and the
rules framed there under are complied with. There are no unclaimed
deposits as on 31.03.2011.
CONSERVATION OF ENERGY ETC.
As per the requirement 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, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are appended hereto and form part of this report.
INFORMATION AS PER SECTION 217 (2A) OF THE COMPANIES ACT, 1956
As the Company has no employee drawing a salary of Rs.5, 00,000/- per
month or above or Rs.60, 00,000/- per annum or above during the year
2010-2011, there are no particulars to be furnished under section
217(2A) of the Companies Act, 1956.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
have:
1. Followed in the preparation of the Annual Accounts, the applicable
accounting standards.
2. Selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the financial position of the Company
for the period.
3. Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of The Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
and
4. Prepared the attached statement of accounts for the year ended 31st
March 2011 on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement, a Management Discussion
and Analysis Report is given as addition to this report.
CORPORATE GOVERNANCE
As required by the existing clause 49 of the listing agreement entered
into with the stock exchanges a separate report on corporate governance
is given as part of the annual report with the auditor's statement on
its compliance.
ACKNOWLEDGEMENT
The Directors of your Company would like to take this opportunity to
thank one and all associated with it enabling it to scale greater
heights and emerge as a recognized software solutions vendor in the
industry. The faith and confidence shown on your Company by banks,
global clients, government authorities and shareholders has propelled
our enthusiasm and strengthen our determination to achieve our vision.
Finally your Directors would like to express their sincere thanks to
the dedication and committed hard work of the employees working in
India, USA and at various client locations to reach our corporate
vision.
(By Order of the Board)
for CG-VAK SOFTWARE AND EXPORTS LIMITED
C.GANAPATHY
Chairman
Place: Coimbatore
Date : 30th May, 2011
Mar 31, 2010
The Directors of your Company take pleasure in presenting the 15th
Annual Report on the business of your Company and the Audited Financial
Accounts for the year ended 31st March 2010.
Financial Results 2009-10
During the year under review, your Company has achieved a turnover of
Rs. 594 Lakhs as against Rs. 723 Lakhs in the previous year. The Net
Loss for the year Rs.(65.51) lakhs as against the net profit Rs. 19.01
lakhs in the previous year.
Global Revenue
The global revenues for. the Company including the business done by the
Wholly Owned Subsidiary for the year under review is Rs,16.50 crores as
compared to previous year was Rs. 20.28 crores.
Review of Business
The year under report had been a challenging one for your Company due
to global economic slowdown. The contributions of business from various
markets were:
Software services contributed to 86% and BPO services 14 %
The contribution of offshore business has grown over the last year. The
offshore to on-site mix is 2.1:1 as compared to 9.9:1 in the previous
year. There is a growth of 10% in the offshore revenue.
Business from Offshore Software Services was Rs .457.15 lakhs during
the year 2009-2010 as against Rs. 404.87 in the previous year. The
increase has been at 13% compared with previous year.
Our BPO Service line has done a business of Rs. 82.79 lakhs during the
year 2009-10 as against Rs.86.10 lakhs during the previous year.
Quality
Your company has a strict quality assurance and control programs to
ensure that high level of Quality service is delivered to the
customers. Matured and proven quality management systems are in place
based on the requirements of ISO 9001:2008 standards.
Future Plans
The IT services market is expected to be challenging and pricing
pressures are predicted in the current year. Despite the unprecedented
global economic downturn, the company has been growing positively in
the offshore services segment for the last 3 years and this momentum in
the offshore front is likely to continue this year. We have expanded
geographically and now servicing clients from Austalia, U.K,
Switzerland, Ireland, Netherlands in addition to USA and Canada.
The Key differentiation for CG-VAK has been the ability to react to the
customer needs more quickly. By virtue of our smaller size we are able
to make radical changes to meet the changing needs of the market. The
company will give focus on cost and operational efficiencies in this
recessionary environment to sustain its competitiveness.
The company will continue its focus in OPD {Out-sourced Product
development) market space .where it has achieved significant success.
The contribution from European and Australian markets is expected to
grow positively. The Company should perform better æ in the ensuing
year FY 2010-11.
Dividend
As the company is passing through a very challenging phase, your
Directors do not consider prudent to recommend any dividend for the
financial year ended March 31,2010.
US Subsidiary-CG-VAK Software USA Inc.
Your Companys Wholly Owned Subsidiary at USA, CG-VAK Software USA Inc.
has made a Sales Turnover of US$ 2.29 million during this year,
compared to the US$ 2.98 million during the previous year.
As required under Section 212 of The Companies Act, 1956, the Annual
Report of M/s. CG-VAK Software USA inc. is annexed to this report.
Directors
Mr. C. Ganapathy retiring by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.
Resolution for the re-appointment of Mr.G. Suresh as Managing Director
is brought for your approval.
Auditors
M/s. S. Lakshminarayanan Associates, Chartered Accountants, Coimbatore
retire at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment.
Public Deposit
The Deposits accepted by your Company are within the prescribed limits
and the provision of Section 58-A of the Companies Act, 1956, and the
rules framed there under are complied with. There are no unclaimed
deposits as on 31.03.2010.
Information pursuant to Section 217(l) {e) of the Companies Act, 1956.
As per the requirement of Section 217 (l) (e) of The Companies Act,
1956, read with the Companies (Disclosure of particulars in the report
of Board of Directors) Rules, 1988, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are appended hereto and form part of this report.
Particulars of Employees
Particulars of Employees pursuant to section 217(2A) of the Companies
Act, 1956 read with, the Companies {Particulars; of Employees) Rules,
1975 and forming part of the Report of the Directors for the year ended
31st March 2010.
Name &
(Age) Designation/ Remuner
ation Qualifica
tion & Date of Last
Nature of
Duties Rs in
lakhs Experience Commenc
ement Employment
Gross (Years) of Emplo
yment
Bachelor
of
G.Suresh Managing
Director 30.09 Engineering 01st Sep
tember Managing
Partner
General
Management (Mechanical) 1995 in
&
(46) of affairs
of the Master Market
Makers
Company of Business
Administration
(22)
Note: 1. MrGSuresh was appointed as Managing Director for aperiod of 5
years (Ist September 2005 to 31st August 2010). He is reappointed for
a period of 5 years (1st September 2010 to 31" August 2015) subject to
the approval of æ shareholders at the ensuing Annual General Meeting.
2. Mr.G.Suresh is related to Mr.C Ganapathy, Chairman. Mr G. Suresh
owns 14.04%of the equity Shares of the Company as on 31st March 2010.
3. Gross remuneration comprises salary, commission, allowances,
monetary value of perquisites and the Companys Contribution to
Provident fund.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
have:
1. Followed in the preparation of the Annual Accounts, the applicable
accounting standards.
2. Selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the financial position of the Company
for the period.
3. Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of The Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
and
4. Prepared the attached statement of accounts for the year ended 31
st March 2010 on a going concern basis.
Corporate Governance
As required by the existing clause 49 of the listing agreement entered
into with the stock exchanges a separate report on corporate governance
is given as part of the annual report along with the auditors
statement oh its compliance.
Acknowledgement
The Directors of your Company would like to take this opportunity to
thank one and all associated with it enabling it to scale greater
heights and emerge as a recognized software solutions vendor in the
industry. The faith and confidence shown on your Company by banks,
global clients, government authorities and shareholders has propelled
our enthusiasm and strengthen our determination to achieve our vision.
Finally your Directors would like to express their sincere thanks to
the dedication and committed hard work of the employees working in
India, USA and at various client locations overseas to reach our
corporate vision.
Place : Coimbatore By Order of the Board
Date : 27.05.2010 C. GANAPATHY
Chairman
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