Vakrangee Directors Report, Vakrangee Reports by Directors
BSE: 511431|NSE: VAKRANGEE|ISIN: INE051B01021|SECTOR: Computers - Software Medium & Small
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Directors Report Year End : Mar '14    Mar 13
Dear Shareholders,
 We are pleased to present the 24th Annual Report together with the
 audited Balance Sheet and profit and Loss Account for the year ended
 March 31, 2014.
 1. Performance of The comPany
 The Company''s performance is summarized below:
 Financial Results
                           (Rs. in Lacs except EPS and per share data)
                         Consolidated                 Standalone
                                    YoY growth                 YoY growth
                 2013-2014 2012-2013             2013-
                                                 2014    2012-
                                       (%)                          (%)
 Sales and other 
 income        195,806.25 155,236.18  26.13 197,463.21 156,319.78  26.32
 Profit before 
 tax            28,199.28  14,369.24  96.25  30,596.11  14,845.44 106.10
 Provision for 
 income Tax     12,294.81   4,373.14    -    12,294.81   4,373.09    -
 Provision for 
 Deferred Tax   (1172.32)     972.33    -    (1,177.48)    954.13    -
 Tax for earlier 
 year              81.99      (32.86)   -        81.99     (32.86)   -
 MAT credit 
 entitlement     (503.25)  (1,376.19)   -      (503.25)  (1,376.19)  -
 Profit after 
 tax           17,504.25   10,432.82  67.78     19,900   10,927.27 82.11
 dividend on        0.25        0.20    -         0.25        0.20   - 
 equity shares 
 (Rs. per share)
 Transfer to 
 General reserve   1,990      819.55    -        1,990      819.55   -
 EPS (Rs.)            3.48        2.08   67.31      3.96        2.18 81.65
 During the year, your Company recorded the total income of Rs. 195,806.25
 lacs from Rs. 155,236.18 lacs in previous year, a growth of 26.13%. The
 EBITDA stood atRs. 54075.98 Lacs from Rs. 38671.19 Lacs in previous year,
 an increase of 39.84%. profit after Tax was increased toRs. 17,504.25 lacs
 from Rs. 10,432.82 lacs in previous year, up by 67.78%.
 During the year, your Company recorded the total income of Rs. 197,463.21
 lacs fromRs. 156,319.78 lacs in previous year, a growth of 26.32%. The
 EBITDA stood at Rs. 56415.48 Lacs from Rs. 39123.45 Lacs in previous year,
 an increase of 44.19%.  profit after Tax was increased to Rs. 19,900 lacs
 from Rs. 10,927.27 lacs in previous year, up by 82.11%.
 Your Company has transferred Rs. 1,990 Lacs to General Reserve and after
 providing total Dividend payout ofRs. 1472.62 Lacs (inclusive of tax
 amount ofRs. 213.92 Lacs out of amount of Rs. 46556.42 available for
 appropriation the balance amount of Rs. 43093.80 Lacs is retained in the
 profit and loss account of your company.
 Your Directors recommended a dividend of Rs. 0.25 per equity share i.e.
 (25% on each equity share having Face value of Rs. 1/- each, subject to
 the approval by the shareholders at the ensuing Annual General Meeting.
 The total dividend payout will be of Rs. 1472.62 Lacs inclusive of tax
 amount of Rs. 213.92 Lacs
 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
 Annual General Meeting.
 During the year,
 (a) Your Company issued and allotted 982920 Equity Shares having face
 Value of Rs. 1/- each under the ''ESOP Scheme 2008'' of the Company to
 employees and directors of the Company.
 After the aforesaid issues & allotment, the paid-up share capital of
 the Company as on March 31, 2014 was at Rs. 50,34,82,240/- comprising of
 503482240 equity shares ofRs. 1/- each.
 (b) Your Company, also, by a Special Resolution passed by Postal Ballot
 on May 23, 2014 approved and adopted Vakrangee Limited - ESOP Scheme
 2014 for allotting shares of the company to the employees and directors
 (excluding Promoters and Independent Directors) at rates lower than the
 prevailing market prices
 In terms of the exemption granted by the Central Government vide
 notifcation number 5/12/2007-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 any shareholder of the
 Company, the annual accounts of the Subsidiary Companies will be made
 available to him. Pursuant to Section 212 of the Companies Act, 1956,
 the financial data alongwith equity share capital of the subsidiaries
 form 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.
 The Company has the following subsidiaries:
 - Vakrangee e-solutions inc.
 The Company holds 100% of Equity Share capital of Vakrangee e-Solutions
 INC. which was incorporated in the financial year 2009-10 at Philippines
 for exploring various e-Governance opportunities in Philippines. The
 frst contract under the initiative was Land Titling Computerization
 Project, under which it completed scanning, digitization and encoding
 of more than 15 million title deeds for the Government of Philippines.
 Vakrangee e-Solutions INC. is currently exploring further opportunities
 in these areas.
 - Vakrangee Finserve Limited
 Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee
 Limited, incorporated in September 2011 with a focus on working as
 Business Correspondent for various Banks under the BC Model of Reserve
 Bank of India (2006) in the area of Financial Inclusion.
 The Company has already signed agreements with various PSU Banks and
 their Rural Regional Branches for carrying out BC services for these
 banks in identified Rural, semi-urban and urban areas. The services
 include opening of Bank Accounts, Deposits, Withdrawals and
 remittances. Besides, the Company would provide Business Facilitator
 Services to these banks which involve mobilization deposits and loans.
 e-Doc Vision infotech Private limited ceased to be subsidiary of
 Vakrangee limited w.e.f. february 1, 2014.
 5. manaGemenT Discussion anD analysis rePorT
 Management discussion and Analysis Report, as required under the
 Listing Agreement with Stock Exchanges, is enclosed separately with
 this Annual Report.
 The Equity Shares of the Company continue to be listed on Bombay Stock
 Exchange and National Stock Exchange The Annual Listing fees for the
 Year 2013-14 have been paid to these Exchanges.
 7. Disclosure of ParTiculars
 As required by the Companies (Disclosure of Particulars in the Report
 of Board of Directors) Rules 1988, the relevant information is given
 - Conservaton of Energy
 The Operations of the Company are not energy intensive.  However,
 measures have been taken to reduce energy consumption by using efcient
 computers, IT Assets and other equipments with latest technologies. The
 expenses on power in relation to income is nominal and under control
 and the use of the same is under continued surveillance with strict
 security measures.
 - Technology Absorpton
 Since business and technologies are changing constantly, investment in
 research and development activities is of paramount importance. Your
 Company continues its focus on quality up-gradation of products and
 services development. It has helped maintain margins.
 - Foreign Exchange Earning and Outgo
 Foreign Exchange Earning: Rs. 1725.49 Lacs Foreign Exchange Outgo: Rs.
 219.17 Lacs
 During the year, the Company has not invited / received any fixed
 deposits from the public.
 In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
 your Directors confirm that;
 (i) In the preparation of the annual accounts, the
 applicable accounting standards have been followed, along with proper
 explanation relating to materia departures, wherever applicable.
 (ii) The Directors have selected such accounting policies and applied
 them consistently and made judgements and estimates that are reasonable
 and prudent so as to give true and fair view of the state of afairs of
 the Company, as at the end of the financial year and of the profits of
 the Company for that period.
 (iii) The Directors have taken proper and sufcient 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 necessary checks and balances are in place for
 preventing and detecting fraud and other irregularities.
 (iv) The Directors have prepared the annual accounts on a going concern
 During the year, Shri Anil Patodia resigned from the Board of Directors
 of the Company w.e.f from September 30, 2013 and the Members of the
 Board appreciated the contribution by
 Shri Anil Patodia. Also, Shri. Kunnel Prem was appointed as Nominee
 Director of the Company on September 30, 2013 representing LIC on the
 Board of the Company. Shri Kunnel Prem resigned from the Board of
 Directors of the Company w.e.f. April 4, 2014 and the Members of the
 Board appreciated the contribution by Shri Kunnel Prem during his
 There are Five Directors on the Board of the Company out of which Three
 Directors namely Shri. Ramesh Joshi, Shri. Sunil Agarwal and Shri. B.
 L. Meena are Independent Directors who shall not be liable to retire by
 rotation in terms of sub- section (13) of section 149 of the Companies
 Act, 2013. The Company has received notice from shareholder under
 section 160(1) alongwith deposit of requisite amount proposing their
 appointment as independent director for a consecutive term of 5 years
 from the date of forthcoming Annual General Meeting. The remaining two
 Directors namely Shri. Dinesh Nandwana and Shri. Nishikant Kishanrao
 Hayatnagarkar are Managing Director and Whole Time Director
 respectively and were earlier not liable to retire by rotation. However
 in terms o provisions of sub-section (6) of section 152 of the
 Companies Act, 2013, Shri. Nishikant Kishanrao Hayatnagarkar, Whole
 Time Director is liable to retire by rotation in terms of sub-section
 (6) of section 152 of the Companies Act, 2013 and being eligible has
 ofered himself for reappointment at the forthcoming Annual General
 The Company has received declaration from all the above independent
 directors of the Company confirming that they meet with the criteria of
 the independence as prescribed both under Sub-Section (6) of Companies
 Act 2013 and under Clause 49 of the Listing Agreement with the Stock
 As per the information available with the Company, none of the
 Directors of the Company are disqualified for being appointed as a
 Directors as specified in Section 164(2) of the Companies Act, 2013.
 The Company has obtained a certifcate from the Auditors of the Company
 that the Scheme has been implemented in accordance with the SEBI
 Guidelines and the resolution passed by the shareholders.
 It is an ongoing process for us to comply with the recommendations of
 the Narayana Murthy Committee constituted by Securities Exchange Board
 of India (SEBI). For the financial year ended March, 2014, report on
 Corporate Governance alongwith the Certifcate of the Auditors, M/s S.
 K.  Patodia & Associates, confirming compliance with conditions of
 Corporate Governance as stipulated under Clause 49 of the Listing
 Agreement forms part of the Annual Report.
 The company strongly believes that sustainable community development is
 essential for harmony between the community and the industry. It
 endeavours to make a positive contribution to the underprivileged
 communities by supporting a wide range of socio-economic, educational
 and health initiatives. Also, it is committed to integrate its business
 values and operations to meet the expectations of all its stakeholders.
 In this regard, the Company has in its Board Meeting dated September 1,
 2014, adopted the Corporate Social Responsibility (CSR) Policy which
 encompasses the Company''s philosophy for delineating its responsibility
 as a corporate citizen and lays down the guidelines and mechanism for
 undertaking socially useful programmes for welfare & sustainable
 development of the community at large. The CSR Policy as adopted by
 the company is as per the Companies (Corporate Social Responsibility
 Policy) Rules, 2014 initiated by the Central Government under the
 relevant provisions of Section 135 of the Companies Act, 2013 and
 Schedule VII of the said Act.
 The CSR initiative of the company for FY 2013-14 amounted to about Rs.
 1.60 Crore which has been spent on various socio- economic upliftment
 activities which includes establishment of The Indian Institute of
 Information Technology (IIIT), Kota, Rajasthan for dissemination of
 knowledge in backward areas of Rajasthan, contribution to Western India
 Regional Council of The Institute of Chartered Accountants of India,
 Indian Institute of Technology, Roorkee, etc.
 M/s. S. K. Patodia & Associates, Chartered Accountants, retire as
 Auditors of the Company at the conclusion of the ensuing Annual General
 Meeting and have confirmed their eligibility and willingness to accept
 the ofce of the Auditors, if re- appointed. The company has received a
 certifcate from them to the efect that their appointment, if made,
 would be within the prescribed limits under Section 139(1) of the
 Companies Act, 2013.
 The information required under Section 217(2A) of the Companies Act,
 1956 read with Companies (Particulars of Employees) Rules, 1975, as
 amended are given in annexure appended hereto and forms part of this
 report. In terms of Section 219(1)(iv) of the Act, the Report and
 Accounts are being sent to the shareholders excluding the aforesaid
 annexure. Any shareholder interested in obtaining a copy of the said
 annexure may write to the Company Secretary at the Registered Ofce of
 the Company.
 The Directors take this opportunity to thank Company''s customers,
 shareholders, suppliers, bankers, Central and State Government for
 their consistent support to the Company.  The Board also wishes to
 place on record their appreciation for the hard work, dedication and
 commitment of the employees at all levels. The enthusiasm and
 unstinting eforts of the employees have enabled the Company to grow in
 the competitive environment. The Board looks forward to their continued
 support and understanding in the years to come.
 On behalf of the Board of Directors
 Dinesh Nandwana
 Chairman & Managing Director
 Place: Mumbai,
 Date: September 1, 2014
Source : Dion Global Solutions Limited
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