Nucleus Software
BSE: 531209 | NSE: NUCLEUS | ISIN: INE096B01018 | Computers - Software Medium/Small
- Directors Report
- Chairman's Speech
- Auditors Report
- Notes To Accounts
- Accounting Policy
- Finished Products
- Raw Materials
| Directors Report | Year End : Mar '08 |
The have pleasure in presenting the nineteenth Annual Report together
with the Audited Statement of Accounts for the year ended March 31,
2008.
1. FINANCIAL RESULTS – Nucleus Software Exports Ltd.
(Rs in crore)
For the Year Ended March 31, 2008 % of 2007 % of
Revenue Revenue
Revenue from Operations 196.95 100.00 146.53 100.00
Software Development Expenses 109.93 55.81 73.54 50.19
Gross Profit 87.02 44.19 72.99 49.81
Selling and Marketing Expenses 14.12 7.17 12.07 8.24
General and Administration
Expenses 15.61 7.93 11.59 7.91
Operating Profit (EBITDA) 57.29 29.09 49.33 33.67
Depreciation 8.10 4.11 5.20 3.55
Withholding Taxes Charged off 4.15 2.11 4.67 3.19
Operating Profit after Interest, 45.04 22.87 39.46 26.93
Depreciation and Withholding Taxes
Other Income 17.02 8.64 4.66 3.18
Profit Before Tax 62.06 31.51 44.12 30.11
Provision for Taxation
- Current 6.20 3.15 0.31 0.21
- MAT Credit Entitlement (5.41) (2.75) - 0.00
- Fringe Benefit 0.72 0.36 0.61 0.42
- Deferred (0.22) (0.11) 0.29 0.20
- Earlier Year Tax - 0.00 0.01 0.01
Profit After Tax 60.77 30.85 42.90 29.28
Dividend 9.71 5.64
Tax on Dividend 1.65 0.79
Transferred to General Reserve 6.08 10.00
Profit Retained in Profit and Loss
Account 43.33 26.47
EPS (In Rs. for
Equity Share of par value
Rs.10/- each)
Basic 18.78 13.29*
Diluted 18.63 13.22*
* Adjusted for the issue of Bonus Shares in ratio 1:1 in August 2007.
(Rs in Crore)
For the Year Ended March 31, 2008 % of 2007 % of
Revenue Revenue
Revenue from Operations 288.72 100.00 221.19 100.00
Software Development Expenses 174.52 60.45 125.11 56.56
Gross Profit 114.20 39.55 96.08 43.44
Selling and Marketing Expenses 20.63 7.15 17.93 8.11
General and Administration Expenses 20.16 6.98 14.87 6.72
Operating Profit (EBITDA) 73.41 25.43 63.28 28.61
Depreciation 11.85 4.10 6.88 3.11
Withholding Tax Charged off 4.15 1.44 4.68 2.12
Operating Profit After Interest,
Depreciation
and Withholding Taxes 57.41 19.88 51.72 23.38
Other Income 7.05 2.44 5.62 2.54
Profit Before Tax 64.46 22.33 57.34 25.92
Provision for Tax
- Current 8.30 2.87 0.96 0.43
- MAT credit entitlement (5.96) (2.06) - -
- Fringe benefit 0.71 0.25 0.61 0.28
- Deferred (0.28) (0.10) 0.39 0.18
- Earlier year tax (0.05) (0.02) 0.23 0.10
Profit After Tax 61.74 21.38 55.15 24.93
EPS (In Rs. for Equity Share
of par value Rs.10/- each)
Basic 19.08 17.09*
Diluted 18.93 16.99*
* Adjusted for the issue of Bonus Shares in ratio 1:1 in August 2007.
2. RESULTS OF OPERATIONS
a) Nucleus Software Exports Ltd.
The total revenue from operations of your Company for the year
increased by 34% to Rs.196.95 crore from Rs.146.53 crore in the
previous year. Total operating expenses for the year were Rs.139.66
crore against Rs.97.20 crore in the previous year, an increase of 44%.
Operating profit (EBITDA) increased to Rs.57.29 crore, 29% of revenue,
from Rs.49.33 crore, 34% of revenue in the previous year. In absolute
terms, the operating profit grew by 16.15% over the previous year.
With other income increasing to Rs.17.01 crore from Rs.4.66 crore in
the previous year, Profit after Tax for the year increased by 42% to
Rs.60.77 crore from Rs.42.90 crore in the previous year.
b) Consolidated Operations
Your Company’s revenue from operations, on a consolidated basis,
increased by 31% to Rs.288.72 crore for the year against Rs.221.19
crore in the previous year. Total operational expenses for the year at
Rs.215.31 crore were 36 % higher than Rs.157.91 crore in the previous
year. Operating profit (EBITDA) increased to Rs.73.41crore, 25% of
revenue, from Rs.63.28 crore, 29% of revenue in the previous year. In
absolute terms, the operating profit grew by 16 % over the previous
year.
Profit after Tax for the year increased by 12% to Rs.61.74 crore from
Rs.55.15 crore in the previous year.
3. DIVIDEND
Your Directors are pleased to recommend a dividend of 30% (Rs.3.00 per
Equity Share of Rs.10.00 each) on post-bonus capital, subject to the
approval by the Shareholders at the forthcoming Annual General Meeting.
The total amount of dividend payout will be Rs.9.71 crore (on
post-bonus capital consequent to a 1:1 bonus issue in August 2007), 16
% of consolidated profits for the year against a payout of Rs.5.64
crore, 10% of consolidated profits in the previous year.
The Register of Members and Share Transfer Books shall remain closed
during the period 1 July to 8 July 2008 (both days inclusive) for the
purpose of Annual General Meeting and for payment of dividend. The
dividend, if approved at the Annual General Meeting, will be payable to
Members whose names appear on the Register of Members of the Company on
July 1, 2008, being the first day of book-closure and to those whose
names appear as beneficial owner in the records of National Securities
Depositories Ltd and Central Depository Services (India) Ltd. on close
of business as on June 30, 2008.
Pursuant to the provisions of Sec 205A (5) of the Companies Act, 1956,
the Company has transferred Rs.28,762, being unpaid / unclaimed
dividend for the financial year ended March 2001 , to the Investor
Education and Protection Fund (IEPF) established by the Central
Government.
4. BONUS SHARES
The Shareholders had approved a bonus issue of one share for each
equity share held at the Annual General Meeting held on July 6, 2007.
The bonus shares were allotted on August 8, 2007, and were admitted for
trading.
5. INCREASE IN SHARE CAPITAL
During the year, the authorised share capital of the Company was
increased from Rs.20 crore to Rs.40 crore consisting of 4 crore equity
shares of Rs.10.00 each.
Paid up share capital of the Company increased from 16,160,312 equity
shares of Rs.10.00 each on March 31, 2007 to 32,367,024 equity shares
of Rs.10.00 each on March 31,2008.
The increase in paid up capital is consequent to :
- Allotment of 24,400 fully paid up equity shares of Rs.10.00 each in
pursuance of stock options exercised in July 2007 and October 2007.
Stock options exercised in October 2007 , (post- bonus allotment ) have
been adjusted for bonus issue in the ratio of 1:1.
- Allotment of 16,182,312 fully paid up equity shares of Rs.10.00 each
as bonus shares by capitalization of Securities Premium account in the
ratio of 1:1 to shareholders holding equity shares of the Company on
August 6, 2007, the record date.
The Company received listing and trading approval for the above
mentioned equity shares from National Stock Exchange of India Ltd.,
Bombay Stock Exchange Ltd. and Madras Stock Exchange Ltd.
6. REVIEW OF BUSINESS & OUTLOOK
The Indian software industry truly symbolizes India’s strength in the
knowledge-based global economy. Highly skilled human resources coupled
with world-class quality processes have transformed India into a global
powerhouse in the Information Technology (IT) sector.
With a clear vision of developing ‘Products’, your Company continues
its focus on innovative product solutions for the Banking & Financial
Services sector. Within this space, it has carved a niche for itself in
the “Retail Loans” segment. Leading the Indian software product growth
story, Finn OneTM, the flagship product of your Company has secured the
No. 2 position globally amongst the Retail Lending Solution Providers
for the year 2007, as reported by IBS Publishing.
FY 08 has been characterized by the sub-prime crisis in the US followed
by large mark-to-market losses reported globally by banks and the
collapse of venerable financial institutions. While one can witness
reduced IT spending in markets like the US, we believe this is
short-term and that increased perception of risk will drive demand for
technology solutions and improve demand for software products globally
in the medium term. The sub-prime crisis has not had any visible impact
on the business of your Company given our current minuscule sales in
the US. Emerging markets and Japan continue to constitute the bulk of
our business and we continue to do well in these markets. As the global
market for innovative solutions evolves further, your Company finds
itself strategically placed with wide array of products to cater to the
demand. We believe that in the future, Indian product Companies will
gain greater market share in the global software market.
With a product centric strategy, your Company will continue to invest
in both functional and technology-related developments. While
penetrating new markets will be our focus, we will strive to achieve
higher level of customer satisfaction in our existing markets and
continue to acquire and build talent.
7. NOTABLE ACCOLADES RECEIVED DURING THE YEAR
Nucleus Software has been listed amongst the top ‘15 most exciting
emerging IT/BPO companies to work for by Nasscom.
Nucleus Software has been listed among the ‘Best 200 Under a Billion
Companies in Asia’ (2007) by Forbes Asia magazine.
Nucleus Software’s flagship product FinnOne™ was recognized as the “No.
2 Best Selling Retail Lending Software” by IBS Publishing for the year
2007.
Nucleus Software was selected as one of the top 25 companies adopting
“Good Corporate Governance Practices” by the Institute of Company
Secretaries of India for the second consecutive year in 2007.
Nucleus Software conferred as “Partner of the Year - 2007, Fastest
Growth in ISV by Oracle” at India Partner Forum 2007
Nucleus Software was adjudged as “one of the fastest growing companies
in Asia Pacific” under Deloitte Technology Fast 500 -2007
8. SUBSIDIARIES
The Company had following wholly owned subsidiaries as on March 31,
2008:
Name of Subsidiary Incorporated in
Nucleus Software Solutions Pte. Ltd. Singapore
Nucleus Software Inc. USA
Nucleus Software Japan Kabushiki Kaiga Japan
Nucleus Software (Australia) Pty Ltd. Australia
Nucleus Software (HK) Ltd. Hong Kong
Virstra I- Technology Services Ltd. India
Nucleus Software Netherlands BV Netherlands
Step Down Subsidiary
Virstra I- Technology (Singapore) Pte. Ltd. Singapore
A new wholly-owned subsidiary ‘Nucleus Software Limited has been
incorporated in the month of April 2008 in India, with its registered
office in New Delhi. The main object of this Company is to develop
software products and provide software services, from our new
additional location to be set up at Jaipur.
Your Company received an interim dividend of Rs.10 crore from Virstra
I-Technology Services Ltd., a wholly owned subsidiary during the year.
As per Section 212 of the Companies Act, 1956, a Company is required to
attach the Directors’ Report, Balance Sheet and Profit and Loss Account
of all subsidiaries to its balance sheet. Your Company has been
presenting the audited consolidated accounts in the Annual Report in
the past in accordance with Indian GAAP, which give a full and fair
presentation of the Company’s financials in keeping with global best
practices. Accordingly, your Company applied to the Central Government
for an exemption from attaching detailed accounts of the subsidiaries.
The Government has granted exemption to the Company from Section 212 of
the Companies Act, 1956 and accordingly, the financial statements of
the subsidiaries are not attached in the Annual Report.
For providing information to Shareholders, the annual accounts of these
subsidiary Companies along with related information are available for
inspection during business hours at the Company’s registered office and
at the concerned subsidiary’s offices.
9. INFRASTRUCTURE
The construction of Phase 2 facility at our NOIDA, India campus is now
complete. This facility consisting of basement and eight floors
includes a parking area for 125+ two wheelers, a 6,000 square feet
cafeteria and food zone for seating 300+ employees, a 1,220 square feet
data centre and six floors of seating capacity occupying 6,070 square
feet per floor. With this, our NOIDA office has a total constructed
area of 2,00,000 square feet.
During the year, the Company’s development centre at Chennai moved to
new premises. With a capacity of over 200 seats, this centre is a
state-of-the-art facility with world-class infrastructure to support
growing customer needs. The marketing and support centre in Mumbai also
commenced operations from its new premises. A new marketing and support
center in Dubai Internet City shall start operations shortly.
10. SPECIAL ECONOMIC ZONE PROJECT
In line with the growing needs of business and our expansion plan, we
have made arrangements for acquisition of 17.41 acres of land in an SEZ
in Jaipur at a private sector multi-product Special Economic Zone,
being developed by one of the largest industrial houses in India.
Jaipur is a new destination for the IT sector and with a large pool of
fresh engineering graduates, the industry is expected to grow at a fast
pace. Easy accessibility from Delhi, excellent social infrastructure,
low cost of operations, specific talent related to the industry, well
developed infrastructure and excellent support from the Government, are
one of the few reasons for your Company choosing Jaipur as its next
destination.
As per the Special Economic Zones Act, 2005 (“the SEZ Act”), the unit
established in the SEZ will be eligible for a deduction of 100% of
profits or gains derived from the export of services for the first five
years from commencement of provision of services and 50% of such
profits or gains for a further five years. Certain tax benefits are
also available for a further five years subject to the unit meeting
defined conditions.
Other fiscal benefits including indirect tax waivers are being extended
for setting up, operation and maintenance of the unit.
Your Company proposes to implement the SEZ project through the new
subsidiary, Nucleus Software Limited, which has been incorporated in
April 2008. We expect to take possession of land in the first quarter
of FY 09 and commence construction of the first phase subsequently. The
project cost shall be met from internal accruals of the Company.
11. QUALITY PROCESSES
In the area of Quality Assurance, your Company has enhanced its process
maturity on various aspects during this year with respect to being a
product Company. Processes have been extended from “development,
delivery and support” phases to “product creation and product
management” phases.
Business unit level sessions were held during the year to enable a high
level of integrated project management environment and reference
material has been created by experts, learning from experiences gained
from delivered projects, to make even better delivery to future
clients.
With the introduction of configuration management tool, workflow has
been automated to increase productivity and reduce defects. Your
Company now has plans to move ahead to a certification under CMMI V1.2
12. HUMAN RESOURCE MANAGEMENT
The world today is witnessing a significant growth of the software
industry and its enormous business potential, India is on its way to
become one of the major players in this field. One of the key drivers
of this success has been the availability of competent workforce.
Looking at the business needs and projections, your Company has been
consistently recruiting highly skilled professionals. We are also
constantly focusing on developing competencies by incorporating
objective performance measurement techniques and systems. Skills are
mapped and a skill inventory base built up for effective and timely
deployment of resources for customer satisfaction. Human resource
management has been one of the key business driver. Leadership
development, career progressions and resource utilization have also
been the focus areas of your Company.
Your Company believes that it is the human resource, driven by values,
which makes the key difference. Towards this end, specific programs to
ensure regular reaffirmation of personal and organizational values are
conducted. Your Company also lays a great emphasis on providing a warm
and open environment for employee communication.
Your Company has dedicated training facilities and an exclusive
trainers’ group consisting of voluntary internal trainers sourced
across cross-functional areas who help in nurturing talent. During the
year, various HR initiatives such as Competency Assessment, Competency
Mapping, Behavioural Soft Skill Trainings including basic and advanced
Tech trainings (technology and product oriented) have been a major
focus. During the year, your Company tied up with a renowned Management
Institute for two years Advanced Post Graduate Diploma in Management
course. This course is conducted in the Company premises in Distance
Learning Mode for our employees.
13. ADDITIONAL INFORMATION TO SHAREHOLDERS
Detailed information to the shareholders in the form of “Shareholders’
Referencer” is provided elsewhere in the report.
14. SECRETARIAL AUDIT
In order to strengthen the internal process of the secretarial
department of your Company, a professional Company Secretary conducted
a comprehensive audit for the year. The recommendations made by the
Secretarial Auditor are being implemented in order to improve the
processes in the secretarial department.
The Secretarial Audit Report confirmed that your Company is fully
compliant with the provisions of Companies Act 1956, SEBI regulations
and guidelines and the Listing Agreement as applicable to the Company.
15. LIQUIDITY AND CASH EQUIVALENTS
Your Company retains the status as a debt-free Company. It has been
consistently following a conservative investment policy over the years,
maintaining a reasonably high level of cash and cash equivalents which
enable the Company to not only eliminate short and medium term
liquidity risks but also undertake capital expenditure for scaling up
operations at a short notice. This approach leads to a larger
shareholder value in the long term and is consistent with our vision of
growth.
Our liquidity position continues to be strong with cash and cash
equivalents reaching 44% of our total assets at Rs.94.13 crore.
During the year, internal cash accruals more than adequately covered
the working capital requirements, capital expenditure and dividend
payments. As of March 31, 2008 investments in liquid funds stood at
Rs.76.63 crore (Rs.55.07 crore as on March 31, 2007) and are detailed
in the accounts. Your Company has invested these funds in blue chip
liquid plans and Fixed Maturity Plans of mutual funds.
With cash and bank balances, at a consolidated level, including fixed
deposits with banks at Rs.17.50 crore as on March 31,2008, (Rs.26.82
crore as on March 31, 2007), the total liquid funds with the Company
are Rs.94.13 crore as on March 31,2008, (Rs.81.89 crore as on March 31,
2007). The Company has built up reasonable liquidity to meet all its
medium term commitments and can easily invest in upgrading and
enlarging the infrastructure without any borrowings.
16. FOREIGN EXCHANGE RISK
In April 2007, the Indian Rupee, the reporting currency of the Company,
appreciated significantly against the US $ and continued to appreciate
through the year under review. From Rs.43.75 to a Dollar on March 31,
2007, the appreciation was to Rs.40.84 on June 30, 2007 and to Rs.39.90
on March 31, 2008. With our overseas billings being largely
dollar-denominated, this appreciation had a negative effect on our
turnover and margins. While our robust and product centric model
enabled us to grow volumes and achieve a 30% growth in revenue at the
consolidated level, profitability was a larger challenge with higher
expenditure on product development.
To mitigate risk, we have substantially enhanced hedging values and
simultaneously instituted robust controls at the audit committee level.
In the medium term, we will continue to examine an economic global
product development and delivery model and look for competitive
advantage wherever available including in overseas geographies.
17. FIXED DEPOSITS
Your Company has not accepted any deposits and, as such, no amount of
principal or interest was outstanding on the date of the Balance Sheet.
18. AUDITORS
BSR & Co, the Statutory Auditors of the Company, retire at the
forthcoming Annual General Meeting and are eligible for re-
appointment. The retiring Auditors have furnished a certificate of
their eligibility for re-appointment under Section 224(1B) of the
Companies Act, 1956 and have indicated their willingness to continue.
19. DIRECTORS
Articles of Association of the Company provide that at least two-
thirds of our Directors shall be subject to retirement by rotation.
One third of these retiring Directors must retire from office at each
Annual General Meeting of the shareholders. A retiring Director is
eligible for re-election.
Mr. Arun Shekhar Aran and Mr. Sanjiv Sarin, Directors of the Company,
shall retire at the ensuing Annual General Meeting and, being eligible,
offer themselves for re-appointment.
20. CORPORATE GOVERNANCE
The Corporate Governance philosophy of your Company is to comply with
not only the statutory requirements, but also voluntarily formulate and
adhere to a set of strong Corporate Governance practices. We believe
that sound Corporate Governance is critical to enhance and retain
investors’ trust. The responsibility for this lies entirely with the
Board of Directors and the Management of the Company. The driving
forces of Corporate Governance at Nucleus are its core values, which
are: belief in people, entrepreneurship, customer orientation and
pursuit of excellence. The Company’s goal is to find creative and
productive ways of keeping its stakeholders, such as investors,
customers and associates informed, while fulfilling the role of a
responsible corporate committed to best practices.
The Board and the Company Management strive hard to best serve the
interests of all stakeholders including shareholders, customers,
Government and the society at large.
In addition to being compliant with statutory provisions of Clause 49
of the Listing Agreement, your Company has put in place several
non-mandatory recommendations including Training of Board members,
“Whistle Blower Policy” and “Remuneration Committee”. Significantly, 4
out of 6 directors on the Board continue to be Independent Directors.
We are pleased to state that your Company was short listed as one of
the Top 25 Companies adopting “Good Corporate Governance Practices” by
the Institute of Company Secretaries of India for the second successive
year in 2007.
21. EMPLOYEE STOCK OPTION PLAN
Your Company has introduced various Employees Stock Option Plans (ESOP)
providing for issue of stock options to Employees of the Company that
can be converted into Equity Shares after a specified period.
Particulars
(a) Total number of options
under the Plan
(b) Pricing formula
(c) Options granted during the year
(d) Options vested as of
March 31,2008
(e) (i) Options exercised during the
year - Pre-bonus allotment
(ii) Total number of shares arising
as a result of exercise of above
option during the year – Pre
bonus allotment
(f) (i) Options exercised during
the year - Post-bonus allotment
(ii) Total number of shares arising
as a result of exercise of above
option during the year- Post
bonus allotment*
(g) Options forfeited during the year
(h) Variation of terms of options
during the year
(i) Amount realized by exercise of
options during the year (Rs.)
(j) Total number of options in
force as on March 31,2008
(k) Details of options granted during
the year ended March 31, 2008 to:
(i) Senior managerial personnel of
the Company:
(ii) Any other employee who receives a grant in any one year of option
amounting to 5% or more of option granted during that year.
(iii) Identified employees who were granted option , during any one
year, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversion) of the Company at the time of
grant.
(l) Weighted average exercise price of options
(m)Weighted average fair value of the options
1999 Plan 2002 Plan
170,000 225,000
Rs.24/- 75% of the Fair
per option Market Price as on
date of grant
Nil Nil
Nil (There are 30,450
no options vested
and not exercised
as on March 31,
2008)
5,700 16,300
5,700 16,300
Nil 1,200
Nil 2,400
Nil 700
Nil Nil
79,800 5,112,000
Nil 141,550
Nil Nil
Nil Nil
Nil Nil
24.00 336.50
381.76 292.09
2005 Plan 2006 Plan
6,00,000 1,000,000
100% of the Fair 100% of the Fair
Market Price as Market Price as
on date of grant on date of grant
Nil Nil
42,600 11,786
Nil Nil
Nil Nil
Nil Nil
Nil Nil
Nil 22,000
Nil Nil
Nil Nil
142,000 249,860
Nil Nil
Nil Nil
Nil Nil
356.48 475.11
183.55 191.68
*The Company has issued Bonus shares in the ratio of 1:1 in August 2007
and in accordance with statutory approvals all existing options
exercised after the Record Date will entitle the option holders for 2
shares for every 1 share held.
The Company has used intrinsic value of stock options to determine
compensation cost. Had compensation cost for the ESOP been determined
in a manner with the fair value approach, the Company’s net income and
EPS would be impacted as given below:
Net Income As Reported Rs.60.77 crore
Less: Adjusted Rs.2.97 crore
Amount
Adjusted Net Rs.57.80 crore
Income
Basic and
Diluted EPS
As Reported
Basic 18.78
Diluted 18.63
After Adjustment
Basic 17.86
Diluted 17.72
Your Company has adopted Black Scholes option pricing model to
determine the fair value of stock options. The significant assumptions
are:
1. Risk free interest rate 8.00%
2. Expected life 1-4 years
3. Expected volatility 42.06% to 149.75%
4. Expected dividend yield % 0.84%
5. Market price grant wise,
plan wise on date of grant: (In Rs.)
ESOP (1999) 408.45
ESOP (2002) 193.95 to 505.00
ESOP (2005) 357.00 and 320.00
ESOP (2006) 368.00 to 568.00
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under subsection (1)(e) of Section 217 of
the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are set out in Annexure-A which forms part of this Report.
23. PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975, and
forming part of the Directors’ Report for the year ended March 31, 2008
is annexed as Annexure- B.
24. DIRECTORS’ RESPONSIBILITY
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) the Directors have selected such accounting policies and applied
them consistently, except where otherwise stated in the notes on
accounts, 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 or loss
of the Company for that period;
(iii) the Directors have taken proper and sufficient care for 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;
(iv) the Directors have prepared the annual accounts on a going concern
basis.
25. ACKNOWLEDGMENTS
Your Directors would like to place on record their gratitude for the
cooperation received from the Government of India, the Customs and
Excise Departments, Software Technology Park- NOIDA, Software
Technology Park-Chennai, Software Technology Park-Pune and other
government agencies.
Your Directors also thank all the clients, vendors, shareholders and
bankers for their support to the Company. The Board, in specific,
wishes to place on record its sincere appreciation of the contribution
made by all the employees towards growth of the Company.
For and on behalf of the Board of Directors
Noida (U.P.) Lt. Gen. T. P. Singh (Retd.)
April 27, 2008 Chairman
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