The Directors are pleased to present the report on our business and
operations of your Company along with the audited accounts for the
financial year ended March 31, 2012.
A. Results of operation
31-03-2012 31-03-2011 31-03-2012 31-03-2011
Particulars (Rs.) (Rs.) (Rs.) (Rs.)
and other income 974,838,848 646,133,244 185,832,226 17,552,540
Depredation and 37,071,078 22,209,290 14,106,510 6,461,955
amortization 20,826,062 7,976,290 10,785,788 760,634
Profit Before Tax 16,245,016 14,233,000 3,320,722 5,701,321
Income Tax 934,129 889,884 723,321 638,295
Deferred Tax (2,195,478) (2,814,991) 109,732 (3,533,288)
Entitlement 224,055 (604,701) 224,055 (604,701)
Profit After Tax 17,282,310 16,762,808 2,263,614 9,201,015
Yours directors have decided to utilize the internal accruals for
future growth. Hence, your Directors have not recommended any dividend
for the current year. Your Directors believe that this will increase
the long-term shareholder value.
Mr. Srikanth Ramanathan was appointed as Managing Director of the
Company for a period of 3 years with effect from February 6, 2009.
Accordingly, his initial term as Managing Director ended on February 5,
201 2. The Board of Directors of the Company based on the
recommendation of the Remuneration committee has re-appointed Mr.
Srikanth Ramanathan as Managing Director for a period of one year with
effect from February 6, 201 2 and the same has also been approved by
the shareholders by way of postal ballot. Mr. Srikanth Ramanathan has
expressed his desire to not draw any remuneration from the company and
accordingly, he is not being paid any remuneration with effect from
January 1, 2012.
In accordance with the requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. V. Ganapathi Subramanian
and Mr. K. Balaji, Directors, retire by rotation at the forthcoming
Annual General Meeting of the Company and being eligible, offer
themselves for re-appointment.
The information to shareholders as per Clause 49 of the Listing
agreement pertaining to brief resume, expertise in functional areas,
names of Companies in which Mr. V. Ganapathi Subramanian, and Mr. K.
Balaji are Directors etc., is being provided in the Notice of the
Annual General Meeting which forms part of this Annual Report.
Mr. R. R. Rajkumar, Chartered Accountant, Chennai retires as Auditor of
the Company at the forthcoming Annual General Meeting. He has not
offered himself for re-appointment. Pursuant to Section 225 and other
applicable provisions of the Companies Act, 1956, a special notice has
been received from a member proposing the appointment of Mr. S.
Ramanath, Chartered Accountant, Coimbatore (Membership No. 29416) as
the statutory auditor of the company to hold office from the conclusion
of the ensuing annual general meeting until the conclusion of the next
annual general meeting. Mr. S. Ramanath, Chartered Accountant,
Coimbatore, (Membership No. 29416) has also expressed his willingness
to act as statutory auditor of the company, if appointed. The Directors
recommend the appointment of Mr. S. Ramanath, Chartered Accountant,
Coimbatore, as the Company''s auditor to hold office until the
conclusion of the next Annual General Meeting. The Company has also
received confirmation that his appointment, if made, will be within the
limits prescribed under Section 224(1B) of the Companies Act, 1956.
F. Directors'' Responsibility Statement
Your Directors'' hereby confirm in terms of Section 21 7(2AA) of the
Companies Act, 1956 that:
1. In the preparation of the annual accounts for the year ended March
31, 2012, the applicable accounting standards have been followed and
there are no material departures;
2. The accounting policies listed in Note 2 to the Notes forming part
of the financial statements have been selected and applied consistently
and judgments and estimates that are reasonable and prudent made so as
to give a true and fair view of the state of the affairs of the Company
at the end of the financial year on March 31, 2012 and of the profit of
the Company for that year;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
1 956 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
4. The annual accounts for the year ended March 31, 2012, have been
prepared on a going concern basis.
During the year, your Company has not accepted any deposits from the
Your Company has 3 subsidiaries namely, Dicetek (Sing) Pte Limited,
Singapore, Dicetek LLC., Dubai and Dice Technologies Inc., USA. All
these subsidiaries are engaged in the business of providing IT Services
As required under the Listing Agreements entered into with the Stock
Exchanges, a consolidated financial statement of the Company and all
its subsidiaries is attached. The consolidated financial statements
have been prepared in accordance with the relevant accounting standards
as prescribed under Section 211(3C) of the Companies Act, 1956.
Pursuant to the provisions of Section 212(8) of the Companies Act 1956,
the Ministry of Corporate Affairs vide its circular dated February 8,
2011 has granted general exemption from attaching the balance sheet,
statement of profit and loss and other documents of the subsidiary
companies with the balance sheet of the Company. A statement containing
brief financial details of the Company''s subsidiaries for the financial
year ended March 31, 2012 is included in the Annual Report. The annual
accounts of these subsidiaries and the related detailed information
will be made available to any member of the Company/its subsidiaries
seeking such information at any point of time and are also available
for inspection by any member of the Company/its subsidiaries at the
registered office of the Company and also at the respective registered
office of the subsidiaries for inspection.
The same has also been put-up on the Company''s website,
I. Corporate Governance
In terms of Clause 49 of the Listing Agreement with the stock
exchanges, a Corporate Governance Report is made part of this Annual
A certificate from a practicing Company Secretary regarding compliance
of the conditions stipulated for Corporate Governance under Clause 49
of the Listing Agreement is attached to this report.
The declaration by the Managing Director addressed to the members of
the Company pursuant to Clause 49 of the Listing Agreement regarding
adherence to the Code of Conduct by the Members of the Board and by the
Members of the Senior Management Personnel of the Company is also
attached to this Report.
J. Risk Management
The Managing Director of the Company is entrusted with the task of
identifying, monitoring and taking steps for mitigating various risks
which the Company is likely to encounter as part of its business
operations. He periodically presents to the Board and the Audit
Committee for review, the risks faced by the Company and the steps
taken to mitigate the same.
K. Particulars of Employees
During the financial year 2011-12, no employee of the Company has drawn
remuneration in excess of the limits specified under Section 217(2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975, as amended. Hence, the particulars of employees''
remuneration prescribed under Section 217(2A) of the Companies Act,
1956 has not been attached to this Report.
L. Conservation of Energy, Technology Absorption and Research &
Your Company''s power requirements are very minimal. Your Company
however takes every possible step to make optimum utilization of energy
and avoid unnecessary wastage of power.
Your Company keeps itself updated with the latest technology available
in the market. Your Company constantly strives to enhance
state-of-the-art development standards to meet the ever growing
challenges of the corporate world. Your company aims at providing
future-proof and future adaptable technologies to all its clients.
M. Foreign Exchange Earnings and Outgo
During the financial year 2011-12, the Company provided Technical and
other support services to its subsidiary in USA.
The total foreign exchange earnings during the year was Rs. 13.76 lakhs.
There was no expenditure incurred by the Company in foreign currency
during FY 2011-12.
Your Directors wish to place on record their appreciation to all
shareholders, customers, suppliers and bankers for their co-operation
and support extended to the Company.
Your Directors also place on record their appreciation of the efforts
and contribution during 2011-12 of the Company''s employees.
For and on behalf of the Board of Directors
Chennai, August 14, 2012 Chairman