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Capricorn Systems Global Solutions Directors Report, Capricorn Reports by Directors
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Capricorn Systems Global Solutions

BSE: 512169|ISIN: INE968E01012|SECTOR: Computers - Software Medium & Small
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Directors Report Year End : Mar '15    « Mar 14
Dear Members,
 
 The Directors have pleasure in presenting the Thirtieth Annual Report
 of your Company together with the Audited Accounts for the financial
 year ended 31st March, 2015 and the report of the Auditors thereon.
 
                                                           (Rs. Lakhs)
 
  Particulars                                 2014-15          2013-14
 
  Total Income                                 394.36           416.38
 
  Expenditure                                  368.57           394.20
 
  Profit before Tax, Interest and Depreciation  25.79            22.18
 
  Less : Depreciation                            9.40             9.20
 
  Less : Interest                                0.02             0.51
 
  Profit before Tax                             16.37            12.48
 
  Provision for Income Tax                       6.85             5.55
 
  Provision for Deferred Tax Liability         (0.87)           (0.39)
 
  Net Profit after Tax                          10.39             7.32
 
  Profit brought forward                        72.28            64.96
 
  Balance available for appropriation           82.67            72.28
 
  Profit carried to Balance Sheet               82.67            72.28
 
 STATE OF COMPANY''S AFFAIRS:
 
 OPERATIONS & FUTURE PROPSECTS:
 
 The performance of the company during the year has been consistent as
 compared to the earlier periods.  The company has been successful in
 obtaining the repeat works from the customers . With a committed and
 stable order books the company expects to maintain the level of
 operations with marginal increase in the ensuring periods. With the
 general upward trend being witnessed in the IT and ITES industry the
 company expects to leverage its core strengths of highly skilled
 manpower optimally by entering into new and strategic alliances.
 
 INDUSTRY STRUCTURE AND DEVELOPMENT:
 
 The company is engaged in the business of software development,
 providing Business Process Out sourcing, consultancy services in the
 fields of software and allied services.
 
 LISTING OF EQUIT SHARES:
 
 The Company''s Equity shares are presently listed on BSE Limited and the
 Company has paid the Annual Listing Fees to the said Stock Exchanges
 for the financial year 2014 - 2015.
 
 TRANSFER TO RESERVES:
 
 Profit earned by the comapny after taxes Amounting Rs.10.39 Lakhs is
 being transfered to Reserves.
 
 CHANGE IN NAUTURE OF BUSINESS, IF ANY:
 
 During the year under review, there has been no change in the nature of
 business of the Company.
 
 MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
 THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
 
 There are no material changes and commitments in the business
 operations of the Company from the financial year ended 31st March,
 2015 to the date of signing of the Directors Report.
 
 PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:
 
 The Company does not have any subsidiaries or associate companies.
 Hence the required information under this head is not being attached to
 the report.
 
 CORPORATE GOVERNANCE:
 
 The Corporate Governance Report and a certificate by the Statutory
 Auditors regarding compliance of the conditions of corporate governance
 by your Company as stipulated in clause 49 of the Listing Agreement
 with Stock Exchanges, are annexed to this Report.
 
 STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
 
 All the Independent Directors have given declarations of Independence,
 as required pursuant to Section 149 (7) of the Companies Act, 2013
 stating that they meet the criteria of Independence as provided in sub-
 section (6) of Section 149 of the Companies Act, 2013.
 
 MEETING OF INDEPENDENT DIRECTORS:
 
 The performance of the Individual Directors on the Board and the
 Committees thereof is done by the Board and the Independent Directors
 in their exclusive meeting done as per the policy formulated by the
 Board in this regard.
 
 VIGIL MECHANISM:
 
 In terms of the provisions of Section 177 of the Companies Act, 2013
 your Company has formulated a Whistle Blower Policy as a Vigil
 Mechanism. This mechanism aims for conducting the affairs in a fair and
 transparent manner by adopting highest standards of professionalism,
 honesty, integrity and ethical behaviour.  All permanent employees of
 the Company are covered under the policy.
 
 This mechanism is for the employees to report concerns about unethical
 behaviour, actual or suspected fraud or violation of Code of Conduct
 and Ethics. It also provides for adequate safeguards against
 victimization of employees who avail of the mechanism and allows direct
 access to the Chairman of the Audit Committee in exceptional cases.
 
 BOARD EVALUATION:
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the performance evaluation of the Board, the
 Committees of the Board and Individual Directors is done on annual
 basis.
 
 The evaluation is done by the Board, Nomination and Remuneration
 Committee and Independent Directors with specific focus on the
 performance and effective functioning of the Board and Individual
 Directors.
 
 CHANGES IN DIRECTORS:
 
 INDUCTIONS:
 
 On the recommendations of the nomination and remuneration committee,
 the Board appointed Mrs. Lakshmi Gurram (DIN: 07154551) as an
 Independent Director on the Board with effect from 31st March, 2015. We
 seek your support in confirming the appointment of Mrs. Lakshmi Gurram
 (DIN: 07154551) in the ensuing Annual General Meeting.
 
 RE - APPOINTMENTS:
 
 As per the provisions of the Companies Act 2013, Sri S. Man Mohan Rao
 (DIN: 00109433) retires at the ensuing Annual General Meeting and being
 eligible, seek his re-appointment. The Board recommends his
 re-appointment.
 
 None of the independent directors will retire at the ensuing Annual
 General Meeting.
 
 RESIGNATIONS:
 
 None of the Directors have resigned during the year under review.
 
 CHANGES IN KEY MANAGERIAL PERSONNEL:
 
 There have been no changes in the Key Managerial Personnel.
 
 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
 
 During the year under review 6 Board meetings were held during the
 Financial Year 2014-15 on the following dates:- 29/05/2014, 11/08/2014,
 01/09/2014, 14/11/2014, 13/02/2015 & 31/03/2015 .
 
 The intervening gap between any two Board Meetings was within the
 period prescribed under the provisions of the Companies Act, 2013. All
 the recommendations given by the Audit Committee are accepted by the
 Baord.
 
 INTERNAL FINANCIAL CONTROL:
 
 The Board has adopted the policies and procedures for ensuring the
 orderly and efficient conduct of its business, including adherence to
 the Company''s policies, the safeguarding of its assets, the prevention
 and detection of frauds and errors, the accuracy and completeness of
 the accounting records, and the timely preparation of reliable
 financial disclosures.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the requirement of Section 134(5) of the Act, and based on
 the representations received from the management, the directors hereby
 confirm that:
 
 i.  in the preparation of the annual accounts for the financial year
 2014 - 15, the applicable accounting standards have been followed and
 there are no material departures;
 
 ii. 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 of the Company for the
 financial year;
 
 iii. and sufficient care to the best of their knowledge and ability for
 the maintenance of adequate accounting records in accordance with the
 provisions of the Act. They confirm that there are adequate systems and
 controls for safeguarding the assets of the Company and for preventing
 and detecting fraud and other irregularities;
 
 iv. prepared the annual accounts on a going concern basis;
 
 v laid down internal financial controls to be followed by the Company
 and that such internal financial controls are adequate and operating
 properly; and
 
 vi. devised proper systems to ensure compliance with the provisions of
 all applicable laws and that such systems were adequate and operating
 effectively
 
 RISK AND RISK MITIGATION POLICY:
 
 The domestic and international economic environment directly influences
 the spending patterns of the industry on the Information Technology.
 And also the margins of the companies are affected by any changes in
 the government regulations like taxation and also the increased
 competition from other countries.
 
 CORPORATE SOCIAL RESPONSIBILITY:
 
 Your Company does not fall under any of the criteria specified under
 the provisions of Companies Act, 2013.  Hence the Company has not
 constituted any committee and is not required to furnish information
 required under the provisions of the said Act.
 
 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
 
 There have been no loans, guarantees and investments under Section 186
 of the Act during the financial year 2014 - 15.
 
 TRANSACTIONS WITH RELATED PARTIES:
 
 There were no related party transactions during the year except that
 entered in the ordinary course of business and on arms length basis.
 There were no materially significant related party transactions between
 your Company and the Directors, promoters, Key Managerial Personnel and
 other designated persons which may have a potential conflict with the
 interest of company at large.
 
 Form AOC - 2 for disclosure of particulars of contracts / arrangements,
 entered into by your company with related parties is attached herewith
 as Annexure - I.
 
 TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS
 AND OUTGO:
 
 Information in accordance with clause (m) of sub section (3) of Section
 134 of the Companies Act, 2013 is annexed herewith as Annexure - II.
 
 DIRECTORS REPORT :
 
 Particulars of employees pursuant to Section 134 (3) (q) and Section
 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014 forming part of the Directors'' Report for the year ended March
 31,2015 as Annexure III.
 
 PARTICULARS OF EMPLOYEES:
 
 There are no employees in the company whose names are required to be
 furnished as per the information and statement containing particulars
 of employees required pursuant to Section 197 of the Companies Act,
 2013 read with Rule 5 (1) and Rule 5 (2) of the Companies (Appointment
 and Remuneration of Managerial Personnel) Rules, 2014.
 
 The Nomination and remuneration committee of the Company has affirmed
 that the remuneration is as per the Remuneration policy of the Company.
 
 Your Directors take this opportunity to record their deep appreciation
 of the continuous support and contribution from all employees of the
 Company.
 
 EXTRACT OF ANNUAL RETURN:
 
 As required under Sub-Section (3) of Section 92 of the Companies Act,
 2013 and Rule 12(1) of the Companies (Management and Administration)
 Rules, 2014 an extract of Annual Return in Form MGT - 9 forms part of
 this report as Annexure - IV.
 
 DEPOSITS:
 
 During the year under review your Company has not accepted any fixed
 deposits and, as such, no amount of principal or interest was
 outstanding as of the Balance Sheet date.
 
 AUDITORS:
 
 Statutory Auditors:
 
 At the Annual General Meeting held on September 30, 2014 M/s.
 Satyanarayana & Co., Chartered Accountants, were appointed as the
 Statutory Auditors of the Company to hold office till the conclusion of
 the 32nd Annual General Meeting. In terms of the first proviso to
 Section 139 of the Companies Act, 2013, the appointment of the auditors
 shall be placed for ratification at every Annual General Meeting.
 Accordingly, the appointment of M/s. Satyanarayana & Co., Chartered
 Accountants, as the statutory auditors of the Company is placed for
 ratification by the shareholders. In this regard, the Company has
 received a certificate from the auditors to the effect that if they are
 reappointed, it would be in accordance with the provisions of Section
 141 of the Companies Act, 2013.
 
 There are no specifications, reservations, adverse remarks on
 disclosures by the Statutory Auditors in their report. They have not
 reported any incident of fraud to the Audit Committee of the Company
 during the year under review.
 
 Secretarial Auditor:
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and Rule 9 of the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014 the Company has appointed M/s DSMR & Associates,
 Company Secretaries to undertake the Secretarial Audit of the Company
 for the financial year 2014 - 2015. The Secretarial Audit report is
 annexed herewith as Annexure - V
 
 DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
 PROHIBITION AND REDRESSAL) ACT, 2013:
 
 The Company has zero tolerance for sexual harassment at workplace and
 has adopted a policy on prevention, prohibition and redressal of sexual
 harassment at workplace in line with the provisions of Sexual
 Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013 and the rules framed there under.
 
 During the financial year 2014-15, the Company has not received any
 complaints on sexual harassment.
 
 SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
 TRIBUNALS:
 
 There are no significant and material orders passed by the regulators
 or courts or tribunals impacting the going concern status and Company''s
 operations in future.
 
 ACKNOWLEDGEMENTS:
 
 Your Directors place on record their appreciation for the assistance
 and co-operation extended by the Bankers, STPI, Customs and Central
 Excise and various State and Central Government Agencies. Your
 Directors also thank all the Customers, Members and Employees for their
 valuable support and confidence in the Company.
 
                          For and on behalf of the Board
                          For Capricorn Systems Global Solutions Limited
 
 Place: HYDERABAD
 Date : 31st August 2015  Sd/-
                          S. Man Mohan Rao
                          Managing Director
                          DIN : 00109433
Source : Dion Global Solutions Limited
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