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:
(Rs. in Lacs except EPS and per share data)
YoY growth YoY growth
2013-2014 2012-2013 2013-
Sales and other
income 195,806.25 155,236.18 26.13 197,463.21 156,319.78 26.32
tax 28,199.28 14,369.24 96.25 30,596.11 14,845.44 106.10
income Tax 12,294.81 4,373.14 - 12,294.81 4,373.09 -
Deferred Tax (1172.32) 972.33 - (1,177.48) 954.13 -
Tax for earlier
year 81.99 (32.86) - 81.99 (32.86) -
entitlement (503.25) (1,376.19) - (503.25) (1,376.19) -
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 -
(Rs. per share)
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.
3. SHARE CAPITAL
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.
6. LISTING AT STOCK ECCHANGE
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
- 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.
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 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.
12. CORPORATE GOVERNANCE
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.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR)
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.
15. PARTICULARS OF EMPLOYEES
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
16. 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 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
Chairman & Managing Director
Date: September 1, 2014