The are pleased to present the 22nd Annual Report together with the
audited Balance Sheet and Profit and Loss Account for the year ended
March 31, 2012.
1. PERFORMANCE OF THE COMPANY
The Company''s performance is summarized below:
- FINANCIAL RESULTS
Rs. in Crores except EPS
and per share data
2011-2012 2010-2011 YoY growth 2011-2012 2010-2011 YoY
other income 1357.82 890.28 52.52 1356.68 853.77 58.90
before tax 102.91 66.81 54.03 99.55 66.74 49.16
Tax 20.34 14.35 - 20.34 14.35 -
Tax 11.70 4.31 - 11.70 4.31 -
tax 70.87 48.15 47.19 67.51 48.08 47.19
equity 0.20 2.00 - 0.20 2.00 -
shares (Rs. (After
per share) (After bonus
Reserve 5.06 3.69 - 5.06 3.69 -
EPS (Rs.) 1.42 1.07 32.71 1.35 1.07 26.17
- PERFORMANCE Consolidated:
During the year, your Company recorded the total income of Rs.1357.82
Crores from Rs.890.28 Crores in previous year, a growth of 52.52%. The
EBITDA stood at Rs.246.16 Crore from Rs.139.48 Crore in previous year,
an increase of 76.48%. Profit after Tax was increased to Rs.70.87
crores from Rs.48.15 Crores in previous year, up by 47.19%.
During the year, your Company recorded the total income of Rs.1356.68
Crores from Rs.853.77 Crores in previous year, a growth of 58.90%. The
EBITDA stood at Rs.242.20 Crores from Rs.137.94 Crore in previous year,
an increase of 75.58%. Profit after Tax was increased to Rs.67.51
Croresfrom Rs.48.08 Crores in previous year, up by 40.41%.
Your Company has transferred Rs.5.06 Crores to General Reserve out of
amount of Rs.193.95 Crores available for appropriations and balance
amount of Rs.177.24 Crores is retained in the Profit & Loss Account of
Your Directors recommended a dividend of Rs.0.20 per equity share i.e.
(20% 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.11.63 Crores
inclusive of tax amount of Rs.1.62 Crores.
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.
3. SHARE CAPITAL During the year,
(a) Your company has allotted 12,20,000 Equity Shares having face Value
of Rs.10 each to M/s. Vakrangee Holdings Private Limited (Erstwhile NJD
Holdings Private Limited) (one of the Promoter Group Companies) upon
conversion of equitable number of Fully Convertible Warrants issued on
(b) Your Company also issued and allotted 92,466 Equity Shares having
face Value of Rs.10 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, 2012 was at Rs.25,02,39,790 comprising of
25023979 shares of Rs.10 each.
During the year, the Company passed special Resolution (by way of
Postal Ballot) for (a) sub-division of each Equity share of the Company
having face value of Rs.10 each into 10 Equity shares having Face Value
of Rs.1 each, and (b) Capitalization of Reserves of the Company by
issuance of Bonus shares in the ratio of 1:1. The record date for both
the Corporate Action was April 13, 2012.
Post the aforesaid Corporate Actions,i.e. as of April 14, 2012, issues
& allotments (except allotment of Bonus shares which took place on
April 14, 2012), the paid-up share capital of the Company stands
increased to 500479580 shares of Rs.1 each aggregating to Rs.
No additional investments in subsidiaries were made during the year
In terms of the exemption granted by the Central Government vide
notification 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 the
shareholder of the Company, the annual accounts of the subsidiary
companies will be made available. Pursuant to Section 212 of the
Companies Act, 1956, the financial data alongwith equity share capital
of the subsidiaries forming 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 IT Solutions Limited
We hold 100% of Equity Share capital of the Company, originally
incorporated as V-Techno Services Limited, Vakrangee IT Solutions
Limited has proprietary softwares like Document Management Services
(DMS), Human Capital Management (HCM) and School ERP which are ready to
be utilized in years to come.
- e-Doc Vision Infotech Pvt. Ltd.
The Company is to focus on consultancy on document and business process
outsourcing to various customers. e-Doc Vision provides state of the
art technology solutions. The Company has been allotted an Industrial
plot admeasuring to 5 Acres from HSIIDC at IMT Manesar, Haryana, where
on the Company is planning to develop an IT Centre. The project shall
be financed partly by Vakrangee Softwares Limited in form of equity and
partly by debt from outsiders.
- Vakrangee e-Solutions INC.
We hold 100% of Equity Share capital of the Company which is
incorporated in the financial year 2009-10 at Philippines for
implementing the project we have bagged for Digitization of critical
records for Govt. of Philippines by setting up digitization centers all
- Vakrangee Finserve Limited
Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee
Softwares 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 State Bank of India,
Bank of India and Union Bank of India for carrying out BC services for
these banks in identified Gram Panchayats. 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.
The company has a plan to extend its network to about 5000 outlets
across the country in the next three years.
5. MANAGEMENT DISCUSSION & ANALYSIS REPORT Management discussion &
Analysis Report, as required under the Listing Agreement with Stock
Exchanges, is enclosed separately with this Annual Report.
6. LISTING AT STOCK EXCHANGE
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 2011-12 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
- Conservation of Energy
The Operations of the Company are not energy intensive. However,
measures have been taken to reduce energy consumptions by using
efficient computers, IT Assets and other equipments with latest
technologies. The expense 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.163.02 Lakhs Foreign Exchange Outgo : Rs.6.78 Lakh
8. FIXED DEPOSITS
During the year, the Company has not invited / received any fixed
deposits from the public.
9. DIRECTORS RESPONSIBILITY STATEMENT
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 material 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 affairs 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 sufficient 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
10. RE-APPOINTMENT OF DIRECTORS
As per the provisions of the Companies Act, 1956 read with Articles of
Association of the Company, Mr. Anil Patodia and Mr. K. L. Varma retire
by rotation and being eligible, offer themselves for re-appointment at
this Annual General Meeting.
During the year, Mr. B. K. Gupta resigned from the Board of Directors
w.e.f. December 29, 2011 and the members of the Board appreciated the
contribution by Mr. B. K. Gupta during his tenure.
As per the information available with the Company, none of the
Directors of the Company are disqualified for being appointed as a
Director as specified in Section 274 of the Companies Act, 1956 as
11. 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. The applicable disclosures as
stipulated under the SEBI Guidelines as at March 31, 2012 (cumulative
position) are given below: (Face Value Rs. 10 Per Share)
Date of all grants as
at 31.03.2012 Price per options No. of options
31.07.2009 Rs.61.90 270700
30.12.2009 Rs.67.85 20600
18.05.2010 Rs.146.50 156200
24.11.2010 Rs.150 86750
12.08.2011 Rs.150 64850
Options Vested as at
31.03.2012 Price per options No. of options
31.07.2009 grant Rs.61.90 178662
30.12.2009 grant Rs.67.85 13596
18.05.2010 grant Rs.146.50 51546
24.11.2010 grant Rs.150 28628
12.08.2011 grant Rs.150 0
Options Exercised as
at 31.03.2012 Price per options No. of options
31.07.2009 grant Rs.61.90 126748
30.12.2009 grant Rs.67.85 3216
18.05.2010 grant Rs.146.50 24133
24.11.2010 grant Rs.150 3717
12.08.2011 grant Rs.150 0
The total number of shares arising as a result of exercise of Options
Options Lapsed as at 31.03.2012 67368
Variation in terms of Options -
Money realised by exercise of Options Rs.81,11,901
Total number of Options in force as at
31.03.2012 (granted - exercised -lapsed) 373918
Employee wise details of Options granted to: (pre Bonus
i. Senior managerial personnel
1. Mr. Nitin Sharma 15000 Options
2. Mr. Shashank Chowdhury 15000 Options
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 NIL
outstanding warrants and conversions) of the
Company at the time of grant
Diluted Earnings Per Share (EPS) before
exceptional items pursuant to issue of
shares on exercise of Options Rs.1.33
calculated in accordance with Accounting
Standard (AS) 20 Rs.Earnings Per Share'' (Face
value Rs.1 per share)
The Company has obtained a certificate 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.
12. CORPORATE GOVERNANCE It is the on going 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, 2011, report on Corporate Governance along-with the
Certificate 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.
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 office of the Auditors, if re-appointed.
14. PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975, 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 Office of the Company.
15. 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
Chairman & Managing Director
Date : July 7, 2012