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Vakrangee

BSE: 511431|NSE: VAKRANGEE|ISIN: INE051B01021|SECTOR: Computers - Software Medium & Small
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Directors Report Year End : Mar '15    « Mar 14
Dear Shareholders,
 
 We are pleased to present the 25th Annual Report on the affairs of the
 Company together with the Audited Statement of Accounts for the year
 ended March 31, 2015.
 
 1. Performance of The company
 
 The Company''s performance is summarized below:
 
 - FINANCIAL RESULTS
 
                           (Rs,in Lacs except EPS and per share data)
                                       consolidated
                                                        yoy growth 
                           2014-2015     2013-2014
                                                          (%)
 
 sales and other income   278,639.11    195,806.25       42.30
 
 Profit before tax         48,932.76     28,199.28       73.52
 
 Provision for income Tax  18,260.89     12,294.81         -
 
 Provision for 
 Deferred Tax               (1500.33)     (1172.32)         -
 
 Tax for earlier year           0.78         81.99          -
 
 MAT credit entitlement       (12.87)      (503.25)         -
 
 Profit after tax           2,184.29     17,498.05       83.93
 
 appropriations:
 
 Proposed dividend on           0.25          0.25          -
 equity shares 
 (Rs. per share)
 
 Transfer to General        3,205.73         1,990          -
 reserve
 ePs (Rs.)                      6.39          3.48       83.62
 
 
                               standalone
 
 Name of the Director 
                                                     yoy growth 
                           2014-2015    2013-2014
                                                       (%)
 
 sales and other income   278,493.51  197,463.21     41.03
 
 Profit before tax         48,810.44   30,596.10     59.53
 
 Provision for 
 income Tax1                8,248.01   12,294.81       -
 
 Provision for 
 Deferred Tax              (1,495.66)  (1,177.48)       -
 
 Tax for earlier year           0.79       81.99        -
  
 maT credit entitlement         -        (503.25)       -
 
 Profit after tax          32,057.30   19,900.03      61.09
 
 appropriations: 
 
 Proposed dividend on           0.25        0.25        -       
 equity shares 
 (Rs. per share)
 
 
 Transfer to General        3,205.73       1,990         -    
 reserve
 ePs (Rs.)                  
 
 EPS                            6.37        3.96       60.86
 
 
 - PERFORMANCE
 
 Consolidated:
 
 During the year, your Company recorded the total income of Rs. 278,639.11
 Lacs from Rs. 195,806.25 Lacs in previous year, a growth of 42.30%. The
 EBITDA stood at Rs. 72913.13 Lacs from Rs. 54075.99 Lacs in previous year,
 an increase of 34.83%. Profit after Tax was increased to Rs. 32,184.29
 Lacs from Rs. 17,498.05 Lacs in previous year, up by 83.93%.
 
 Standalone:
 
 During the year, your Company recorded the total income of Rs. 278493.51
 Lacs from Rs. 197,463.21 Lacs in previous year, a growth of 41.04%. The
 EBITDA stood at Rs. 72736.94 Lacs from Rs. 5641548 Lacs in previous year, an
 increase of 28.93%. Profit after Tax was increased toRs. 32057.30 Lacs
 from Rs. 19,900.03 Lacs in previous year, up by 61.09%.
 
 2. DIVIDEND
 
 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. 1258.70 Lacs with a tax amount
 of Rs. 251.67 Lacs
 
 3. PUBLIC DEPOSITS
 
 The Company has not accepted or renewed any amount falling within the
 purview of provisions of Section 73 of the Companies Act, 2013 read
 with the Companies (Acceptance of Deposit) Rules, 2014 during the year
 under review. Hence, the requirement for furnishing of details of
 deposits which are not in compliance with the Chapter V of the Act is
 not applicable.
 
 4. SUBSIDIARIES
 
 The consolidated financial statements of the Company & its Subsidiaries
 which form part of Annual report have been prepared in accordance with
 section 129(3) of the Companies Act, 2013. Further, a statement
 containing the salient features of the Financial Statements of
 Subsidiary Companies in prescribed Format AOC – 1 is annexed herewith
 as annexure 1. In accordance with Section 136 of the Companies Act,
 2013, the Audited Financial Statements, including the Consolidated
 Financial Statements and related information of the company and its
 Subsidiaries are available on the website of the Company. These
 documents will also be available for inspection during the business
 hours at the Registered Office of the Company. Any Member desirous of
 obtaining a copy of the said Financial Statements may write to the
 Company. .
 
 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
 first 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 Fin serve Limited
 
 Vakrangee Fin serve 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.
 
 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.
 
 6. DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required by Section 134 (3) (c) of the Companies Act, 2013, your
 Board of Directors hereby state:
 
 (i) that in the preparation of the Annual Accounts for the year ended
 March 31, 2015, the applicable accounting standards have been followed
 along with proper explanation relating to material departures, if any;
 
 (ii) that such accounting policies as mentioned in the Notes to the
 Financial Statements have been selected and applied them consistently
 and 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 as at
 March 31, 2015 and of the Profit & Loss of the Company for the year
 ended on that date;
 
 (iii) that the Directors have taken proper and sufficient care for
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 2013 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 (iv) that the annual accounts have been prepared on a going concern
 basis;
 
 (v) that Directors has laid down internal financial controls to be
 followed by the Company and such Internal Financial Controls are
 adequate and operating effectively;
 
 (vi) that systems to ensure compliance with the provisions of all
 applicable laws were in place and were adequate and operating
 effectively.
 
 7. CORPORATE GOVERNANCE
 
 As per Clause 49 as per Listing Agreement with the Stock Exchanges, a
 separate section on Corporate Governance practices followed by the
 Company, together with a Certificate from the Company''s Auditors M/s. S.
 K. Patodia & Associates, Chartered Accountants, confirming Compliance
 forms an integral part of this report.
 
 8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS
 
 AND OUTGO
 
 In accordance with the provisions of Section 134 of the Companies Act,
 2013 read with the Companies (Accounts) Rules, 2014, required
 information relating to the Conservation of Energy, Technology
 Absorption and Foreign Exchange Earnings and Outgo is given as
 hereunder
 
 - Conservation of Energy
 
 The Operations of the Company are not energy intensive.  However,
 measures have been taken to reduce energy consumption by using efficient
 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 Absorption
 
 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. 395.47 Lacs Foreign Exchange Outgo: Rs.
 330.90 Lacs
 
 9. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
 
 The prescribed particulars of Employees required under Section 197(12)
 of the Companies Act, 2013 read with Rule 5(1) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
 annexed herewith as annexure 2 to this Report.
 
 The information required pursuant to Section 197(12) read with Rule
 5(2) of the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014 in respect of Employees of the Company, will be
 provided on request. In terms of Section 136 of the Act, the reports
 and accounts are being sent to the members and others entitled thereto,
 excluding the information on employees particulars mentioned in rule
 5(2) of the said rule which is available for inspection by the Members
 at the Registered Office of the Company during the business hours on
 working days of the Company upto the date of ensuing Annual General
 Meeting.  If any Member is interested in inspecting the same, such
 Member may write to the Company Secretary in advance.
 
 10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 During the year, Mr. Avinash Vyas (DIN 06869633) and Mrs.  Sujata
 Chattopadhyay (DIN 02336683) have been appointed as Additional
 (Independent) Directors of the Company with effect from November 14,
 2014 and March 31, 2015 respectively, under the provisions of Section
 161 of the Companies Act, 2013. In accordance with the requirements of
 Section 149 and 152 of the Companies Act, 2013 and Clause 49 of the
 Listing Agreement, their continuation as Independent Directors on the
 Board of the Company will have to be approved by the Members of the
 Company. The Company has received Notices from shareholders under
 section 160(1) alongwith deposit of requisite amount proposing their
 appointment as Independent Directors for a consecutive term of 5 years
 from the date of their respective appointments as Additional directors
 Also, Mr. T. Sitharthan (DIN 07028265) has been appointed as Nominee
 Director, on the Board of the Company with effect from December 4, 2014,
 to represent the Life Insurance Corporation of India.
 
 Mr. Kunnel Prem (DIN:06722302),resigned from the Board of Directors of
 the Company w.e.f from April 4, 2014 and the Members of the Board
 placed on record their appreciation for the valuable contribution made
 by Mr. Kunnel Prem during his tenure.
 
 The Company has received declarations under sub-section (7) of Section
 149 of Companies Act, 2013 from all the Independent Directors of the
 Company confirming that they meet with the criteria of independence as
 prescribed both under sub-section (6) of Section 149 of Companies Act,
 2013 and under Clause 49 of the Listing Agreement with the Stock
 exchanges. The details of the proposal for appointment of Independent
 Directors is mentioned in the statement under Section 102 of the
 Companies Act, 2013, annexed to the Notice of the 25th Annual General
 Meeting of the Company.
 
 The remaining two Directors namely Mr. Dinesh Nandwana and Dr.
 Nishikant Kishanrao Hayatnagarkar are Managing Director and Whole Time
 Director respectively. During the year, in 24th Annual General Meeting
 of the Company, Mr. Dinesh Nandwana was re-appointed as the Managing
 Director for a term of 5 years in pursuance of the provisions of
 Sections 196, 197, 203 of the Companies Act, 2013 and Rules made there
 under read with Schedule V to the Companies Act, 2013. Mr.  Dinesh
 Nandwana(DIN: 00062532), Managing 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 ensuing Annual General Meeting. Accordingly, his re-appointment
 forms part of the Notice of the ensuing Annual General Meeting.
 
 The term of Office of Dr. Nishikant Hayatnagarkar expires on September
 30, 2015 and hence, he has been proposed to be re-appointed as
 Whole-time Director for a further term of 5 years under the applicable
 provisions of the Companies Act, 2013 in the ensuing Annual General
 Meeting.
 
 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.
 
 11. FAMILIARIZATION PROGRAMME
 
 The Company at its various meetings held during the Financial year
 2014-15 had familiarize the Independent Directors with regard to the
 roles, rights, responsibilities in the Company, nature of the industry
 in which the Company operates, the Business models of the Company etc.
 The Independent Directors have been provided with necessary documents,
 reports and internal policies to familiarize then with the Company''s
 policies, procedures and practices.
 
 Periodic presentations are made to the Board and Board Committee
 meeting on Business and performance updates of the Company, Business
 strategy and risks involved.
 
 Quarterly updates on relevant statutory changes and judicial
 pronouncements and encompassing important amendments are briefed to the
 Directors
 
 12. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
 
 A. BOARD MEETINGS
 
 During the year, eight Board Meetings were convened and held. The
 details of which are given in the Corporate Governance Report. The
 intervening gap between the Meetings was within the period prescribed
 under the Companies Act, 2013.
 
 B. BOARD EVALUATION
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out
 
 an Annual Performance evaluation of its own performance, the Directors
 individually as well as the evaluation of the working of its various
 Committees.
 
 A separate exercise was carried out to evaluate the performance of
 individual Directors including the Chairman of the Board, who were
 evaluated on parameters such as level of engagement and contribution,
 independence of judgment, safeguarding the interest of the Company and
 its minority shareholders etc. The performance evaluation of the
 Independent Directors was carried out by the entire Board excluding the
 Directors being evaluated. The performance evaluation of the Chairman
 and Non-Independent Directors was carried out by the Independent
 Directors at their separate meeting held on August 6, 2014.
 
 C. AUDIT COMMITTEE
 
 The Board has well-qualified Audit Committee with majority of
 Independent Directors including Chairman. They possess sound knowledge
 on Accounts, Audit, Finance, Taxation, Internal Controls etc. The
 details of the Composition of the Audit Committee are given in the
 Corporate Governance Report.
 
 The Company Secretary of the Company acts as Secretary of the
 Committee.
 
 During the year, there are no instances where the Board had not
 accepted the recommendations of the Audit Committee.
 
 D. NOMINATION AND REMUNERATION AND COMPENSATION COMMITTEE & ITS POLICY
 
 The Company has duly constituted Nomination and Remuneration and
 Compensation Committee to align with the requirements prescribed under
 the provisions of the Companies Act, 2013 and the revised Clause 49 of
 the Listing Agreement.
 
 The details of the Composition of the Nomination and Remuneration and
 Compensation Committee are given in the Corporate Governance Report.
 
 The Board has on the recommendation of the Nomination and Remuneration
 and Compensation Committee framed a Nomination and Remuneration Policy
 and Policy on fixation of criteria for selection and appointment of
 Directors and Senior Management Personnel. The same have been annexed
 herewith under annexure 3.
 
 E. RISK MANAGEMENT
 
 The Company has laid down the procedures to inform to the Board about
 the risk assessment and minimization procedures and the Board has
 formulated Risk management policy to ensure that the Board, its Audit
 Committee and its Executive Management should collectively identify the
 risks impacting the Company''s business and document their process of
 risk identification, risk minimization, risk optimization as a part of a
 risk management policy/ strategy.
 
 The common risks inter alia are: Regulations, Credit Risk, Foreign
 Exchange and Interest Risk, Competition, Business Risk, Technology
 Obsolescence, Investments, Retention of Talent and Expansion of
 Facilities etc. Business risk, inter-alia, further includes financial
 risk, political risk, legal risk, etc. The Board reviews the risk
 trend, exposure and potential impact analysis and prepares risk
 mitigation plans, if necessary.
 
 Further, in accordance with Clause 49 of the Listing Agreement, a Risk
 Management Committee has also been formed which also oversees the Risk
 Management of the Company.
 
 The details of the Composition of the Risk Management Committee are
 given in the Corporate Governance Report and a detailed note on risk
 management is given under Management Discussion and Analysis Report
 
 F. CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 The Company is required to contribute towards CSR under Section 135 of
 the Companies Act, 2013 read with rules thereunder.
 
 The Board of Directors of the Company has constituted a CSR Committee.
 The details of the Composition of the Corporate Social Responsibility
 Committee are given in the Corporate Governance Report.
 
 The disclosures required to be given under Section 135 of Companies
 Act, 2013 read with Rule 8(1) of the Companies (Corporate Social
 Responsibility Policy) Rules, 2014 are given in annexure 4 forming
 part of this Report.
 
 13. AUDITORS AND REPORTS
 
 The matters related to Auditors and their Reports are as under:
 
 Statutory auditor and their report:
 
 At the 24th Annual General Meeting held on September 30, 2014, M/s. S.
 K. Patodia & Associates, Chartered Accountant, were appointed as
 Statutory Auditors of the Company to hold Office till the conclusion of
 next Annual General Meeting. In terms of the first proviso to section
 139 of the Companies Act, 2013, the appointment of the Auditors is to
 be placed for ratification at every Annual General Meeting. Accordingly
 the appointment of M/s. S. K. Patodia & Associates, Chartered
 Accountants, as 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
 appointed it would be in accordance with the provision of section 141
 of the Companies Act, 2013.
 
 The Report given by the Statutory Auditors for the Financial Statements
 for the year ended March 31, 2015 read with explanatory notes thereon
 do not call for any explanation or comments from the Board under
 Section 134(3) of the Companies Act, 2013.
 
 Secretarial auditor & his report:
 
 M/s. S. K. Jain & Co.,(Proprietor Dr. S. K. Jain) Practicing Company
 Secretary was appointed to conduct Secretarial Audit of the Company for
 the financial year 2014-15 as required under section 204 of the
 Companies Act, 2013 and the rules thereunder. The Secretarial Audit
 report for the financial year 2014-15 forms part of the annual report as
 annexure 5 to the Boards Report. The said report does not contain any
 observation or qualification requiring explanation or comments from the
 Board under Section 134 (3) of the Companies Act, 2013.
 
 14. VIGIL MECHANISM / WHISTLE BLOWER POLICY
 
 As per the provision of Section 177 (9) of the Companies Act, 2013, the
 Company is required to establish an effective Vigil Mechanism for
 Directors and Employees to report genuine concerns. In line with this
 the Company has framed a Vigil Mechanism Policy through which the
 Directors and Employees may report concerns about unethical behavior,
 actual or suspected fraud or violation of the Company''s Code of Conduct
 & Ethics without fear of reprisal. The Employees and Directors may
 report to the Compliance Officer and have direct access to the Chairman
 of the Audit Committee.  The Whistle Blower Policy is placed on the
 website of the Company.
 
 15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
 
 The Company has in place an Anti Sexual Harassment Policy in line with
 the requirements of the Sexual Harassment of Woman at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013. All women employees
 (permanent, contractual, temporary and trainee) are covered under this
 Policy.
 
 The following is a summary of Sexual Harassment complaints received and
 disposed of during the year:
 
 a) No. of Complaints received: 1
 
 b) No. of Complaints disposed of: 1
 
 16. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
 POSITION OF THE COMPANY
 
 No material changes and commitments affecting the Financial Position of
 the Company which have occurred between the end of the Financial year
 of the Company to which the Financial Statement relate and the date of
 this report.
 
 17. RELATED PARTY TRANSACTIONS
 
 All Related Party Transactions that were entered into during the
 Financial year were on an arm''s 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 and hence,
 enclosing of Form AOC-2 is not required. All Related Party Transactions
 are placed before the Audit Committee as also the Board for approval.
 Prior omnibus approval of the Audit Committee is obtained for the
 transactions which are of a foreseen and repetitive nature. The
 transactions entered into pursuant to the omnibus approval so granted
 are audited and a statement giving details of all Related Party
 Transactions is placed before the Audit Committee and the Board of
 Directors for their approval on a quarterly basis. The Company has
 developed a Related Party Transactions Policy for the purpose of
 identification and monitoring of such transactions.
 
 18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
 
 During the year under review, the Company has not given any loans and
 guarantees. Details of Investments covered under the provisions of
 Section 186 of the Companies Act, 2013 are given in the Notes to the
 Financial Statements.
 
 19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
 
 The Company has an Internal Control System, commensurate with the size,
 scale and complexity of its operations.
 
 Based on the report of Internal Audit function, corrective action are
 undertaken in the respective areas and thereby strengthen the controls.
 Significant audit observations and corrective actions thereon are
 presented to the Audit Committee of the Board.
 
 During the year under review, no material or serious observation has
 been received from the Internal Auditors of the Company for inefficiency
 or inadequacy of such controls.
 
 20. EMPLOYEES STOCK OPTION SCHEME
 
 The Company implemented the Employees Stock Option Scheme (''''Scheme'''')
 in accordance with the Securities and Exchange Board of India (Employee
 Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
 1999 (''the SEBI Guidelines''). The Remuneration and Compensation
 Committee, constituted in accordance with the SEBI Guidelines,
 administers and monitors the Scheme. In 2014, with the implementation
 of the new SEBI (Share Based Employee Benefits) Regulations, 2014, the
 company aligned its ESOP scheme 2008 as per the requirements of the
 said regulations. Also, on May 23, 2014, the company vide a special
 resolution passed through Postal Ballot, adopted a new ESOP Scheme 2014
 in pursuance of the said regulations. The applicable disclosures as
 stipulated under the SEBI Regulations as at March 31, 2015 (cumulative
 position) are given below:
 
 Date of all grants 
 as at 31.03.2015      Price per options    no. of options granted
 
 31.07.2009             Rs,3.095/-                5414000
 
 30.12.2009             Rs,3.3925/-                412000
 
 18.05.2010             Rs.7.325/-                3124000
 
 24.11.2010             Rs,7.5/-                  1735000
 
 12.08.2011             Rs,7.5/-                  1297000
 
 20.07.2012             Rs,20/-                   1190000 
 
 20.07.2012             Rs,10/-                   2000000 
 
 26.11.2014             Rs,64.70/-                1069100
 
 Total                                           16241100
 
 options Vested 
 as at 31.03.2015    Price per options    no. of options Vested
 
 31.07.2009 grant      Rs,3.095/-                 4293240
 
 30.12.2009 grant      Rs,3.3925/-                 196000
 
 18.05.2010 grant      RS,7.325/-                 2262920
 
 24.11.2010 grant      Rs,7.5/-                    999540
 
 12.08.2011 grant      Rs,7.5/-                    163340
 
 20.07.2012 grant      Rs,20/-                      95375 
 
 20.07.2012 grant      Rs,10/-                     500000      
 
 26.11.2014 grant      Rs,64.70/-                   N.A.
 
 Total                                            8510415
 
 options exercised 
 as at 31.03.2015    Price per options    no. of options exercised
 
 31.07.2009 grant      Rs,3.095/-                 3254960
 
 30.12.2009 grant      Rs,3.3925/-                 193000
 
 18.05.2010 grant      Rs,7.325/-                 1723660
 
 24.11.2010 grant      Rs,7.5/-                    642000
 
 12.08.2011 grant      Rs,7.5/-                    345320
 
 20.07.2012 grant      Rs,20/-                      NIL 
 
 20.07.2012 grant      Rs,10/-                      NIL 
 
 26.11.2014 grant      Rs,64.70/-                   N.A.
 
 Total 6158940
 
 The total number of shares arising as 
 a result of exercise of options                   NIL
 
 Options lapsed as at 31.03.2015                5542900
 
 money realised by exercise of options             NIL
 
 Total number of options in force 
 as at 31.03.2015                               3446260
 
 employee wise details of options 
 granted to:
 
 i.  Senior managerial personnel
 
 Mr. Santosh Dash                             20,00,000
 
 Dr. Nishikant Hayatnagarkar                     50,000
 
 Mr. Rahul Dev Pal                               25,000
 
 ii.  Any other employee who received 
 a grant in any one year of Options
 amounting to 5% or more of Options 
 granted                                          NIL
 
 iii.  Identified employees, who were 
 granted Options, during any one
 year, equal to or exceeding 1% of 
 the issued capital (excluding
 outstanding warrants and conversions) 
 of the Company at the time ofgrant              NIL
 
 Diluted earnings Per share (ePs) 
 before exceptional items calculated in
 accordance with accounting standard 
 (as) 20 ''earnings Per share''                   6.04
 
 The Company has obtained a Certificate from the Auditors of the Company
 that the Schemes have been implemented in accordance with the SEBI
 Regulations and the resolutions passed by the shareholders.
 
 21. EXTRACT OF ANNUAL RETURN
 
 Pursuant to the provisions of Section 134 (3) (a) of the Companies Act,
 2013, Extract of the Annual Return for the financial year ended March
 31, 2015 made under the provisions of Section 92 (3) of the Act in Form
 MGT-9 is annexed herewith as annexure 6.
 
 22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
 
 No Significant and Material orders has been passed by Securities
 Exchange Board of India, Stock Exchanges, Tribunal or Courts.
 
 23. HUMAN RESOURCES INDUSTRIAL RELATIONS:
 
 The company takes pride in the commitment, competence and dedication
 shown by its employees in all areas of Business.
 
 The Company is committed to nurturing, enhancing and retaining top
 talent through superior Learning and Organizational Development. This
 is a part of Corporate HR function and is a critical pillar to support
 the Organisation''s growth and its sustainability in the long run.
 
 24. CAUTIONARY STATEMENT:
 
 Statements in this Directors Report and Management Discussion and
 Analyses describing the Company''s objectives, projections, estimates,
 expectations or predictions may be  forward looking statements within
 the meaning of applicable
 
 securities law and regulations. Actual results could defer materially
 from those expressed or implied. Important factors that could make
 difference to the Company''s operations include changes in Government
 regulations, Tax regimes, Economic developments within India and the
 countries in which the Company conducts Business and other ancillary
 factors.
 
 ACKNOWLEDGEMENT AND APPRECIATION
 
 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 efforts 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
 
 Sd/- 
 
 Dr. Nishikant Hayatnagakar
 
 Whole-Time Director 
 
 (DIN:00062638)
 
 
 
 Place: Mumbai,
 
 Date: September 1, 2015
Source : Dion Global Solutions Limited
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