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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 '16    « Mar 15
Dear Shareholders,
 
 The Directors are pleased to present the 26th Annual Report on the
 affairs of the Company together with the Audited Statement of Accounts
 for the year ended March 31, 2016.
 
 1.  PERFORMANCE OF THE COMPANY
 
 The Company''s performance is summarized below:
 
 Financial Results
 
                            (Rs. in Lakhs except EPS and per share data)
 
                                         Standalone
 
                                                              YoY growth
                                  2015-2016      2014-2015       (%)
 
 Sales and other income         3,18,064.27    2,78,493.51      14.21%
 
 EBITDA                           82,383.56      72,736.94      13.26
 
 Profit before tax                60,437.97      48,810.45      23.82
 
 Provision for Income Tax         24,074.91      18,248.01          -
 
 Provision for Deferred Tax       -2,960.36      -1,495.66          -
 
 Tax for earlier Year                176.29           0.79          -
 
 MAT Credit Entitlement                   -              -          -
 
 Profit after tax                 39,147.12      32,057.30      22.12
 
 Appropriations:
 
 Proposed dividend on equity           1.25           0.25          -
 shares (Rs. per share)
 
 Transfer to General Reserve       3,914.71       3,205.73          -
 
 EPS (Rs.)                             7.53           6.37      18.21
 
                                               Consolidated
 
                                                             YoY growth 
                                  2015-2016      2014-2015       (%)
 
 Sales and Other income         3,19,637.67    2,78,639.11      14.71
 
 EBITDA                           82,766.64      72,913.13      17.63
 
 Profit before tax                60,758.63      48,932.76      24.17
 
 Provision for Income Tax         24,129.53      18,260.89          -
 
 Provision for Deferred Tax       -2,967.70      -1,500.33          -
 
 Tax for Earlier Year                176.29           0.78          -
 
 MAT Credit Entitlement              -54.62         -12.87          -
 
 Profit after tax                 39,475.13      32,184.29      22.65
 
 Appropriations:
 
 Proposed Dividend on equity
 shares (Rs. per share)                1.25           0.25          -
 
 Transfer to General Reserve       3,914.71       3,205.73          -
 
 EPS (Rs.)                             7.59           6.39      18.78
 
 Performance
 
 Standalone:
 
 During the year, your Company recorded the total income of
 Rs.3,18,064.27 Lakhs from Rs.2,78,493.51 Lakhs in previous year, a
 growth of 14.21%. The EBITDA stood at Rs.82,383.56 Lakhs from
 Rs.72,736.94 Lakhs in previous year, an increase of 13.26%. Profit
 after Tax was increased to Rs.39,147.12 Lakhs from Rs.32,057.30 Lakhs
 in previous year, up by 22.12%.
 
 Consolidated:
 
 During the year, your Company recorded the total income of
 Rs.3,19,637.67 Lakhs from Rs.2,78,639.11 Lakhs in previous year, a
 growth of 14.71%. The EBITDA stood at Rs.82,766.64 Lakhs from
 Rs.72,913.13 Lakhs in previous year, an increase of 13.51%. Profit
 after Tax was increased to Rs.39,475.13 Lakhs from Rs.32,184.29 Lakhs
 in previous year, up by 22.65%.
 
 There was no change in company''s business activities during the FY
 2015-16.
 
 2.  DIVIDEND
 
 Your Directors are pleased to recommend a dividend of Rs.1.25/- per
 equity share i.e. (125% 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.6,614.95 Lakhs excluding Dividend Distribution tax of Rs.1,346.65
 Lakhs.
 
 3.  SHARE CAPITAL
 
 (a) During the year, Company issued and allotted 675055 Equity Shares
 having face Value Rs.1/- each on June 3, 2015 and 38875 equity shares
 having face value Rs.1/- upon conversion of options granted, vested and
 exercised under the Employee Stock Option Schemes (ESOP Schemes) of the
 company on February 16, 2016 respectively, to the employees of the
 Company.
 
 Further, on August 14, 2015, the company allotted 2,50,00,000 equity
 shares having face value Rs.1/- each at a premium of Rs.99/- per share
 to one of its Promoter Group Companies, M/s. NJD Capital Private
 Limited (erstwhile Vakrangee Capital Private Limited) upon conversion
 of equivalent numbers of Fully Convertible Warrants issued on
 Preferential basis.
 
 After the aforesaid issues & allotment, the Paid-up Share Capital of
 the Company as on March 31, 2016 stood at Rs.52,91,96,170/- comprising
 of 529196170 equity shares of Rs.1/- each from Rs.50,34,82,240/-
 comprising of 503482240 equity shares as on March 31, 2015.
 
 (b) Your Company has, on March 11, 2016, granted 967200 options to the
 Directors (excluding Independent / Promoter directors) and employees of
 the company under the ESOP Scheme of the company which are yet to be
 vested and exercised.
 
 4.  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.
 
 5.  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 and Accounting Standard 21
 (AS) - 21 on Consolidated Financial Statement. 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. As on March 31, 2016 the Company
 does not have any material subsidiary companies.  However, the Company
 has adopted Policy on determining Material Subsidiaries which is
 available on the website of the Company at www.vakrangee.in
 
 During the Financial Year 2015-16, Company had 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 in 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 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 of deposits and
 loans.
 
 Vakrangee Logistics Private Limited
 
 Vakrangee Logistics Private Limited, incorporated in March 2016, is a
 wholly owned subsidiary of Vakrangee Limited.  Vakrangee Logistics is
 building for its alliance partners, an unparalleled last-mile delivery
 capabilities and thus expanding their reach to unserviceable pincodes,
 where the logistics challenges are the maximum for traditional
 logistics companies. Vakrangee Logistics leverages the physical
 presence of Vakrangee Kendras to offer the last-mile delivery services.
 Vakrangee Logistics is currently building delivery capabilities using
 existing 20,677 Vakrangee Kendras covering more than 4000 pincodes and
 is planning to expand the reach to 75,000 centers covering all pincodes
 in India. The key services offered by Vakrangee Logistics include
 forward delivery, reverse pick-ups and courier booking. Vakrangee
 Logistics through its network ensures a hassle-free experience to its
 partners and end-customers. Since, the company is incorporated in
 March, 2016 its first Financial Year will be for the period from March
 18, 2016 to March 31, 2017.
 
 6.  MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Management discussion and Analysis Report, as required under the
 Securities and Exchange Board of India (Listing Obligations and
 Disclosure Requirements) Regulations, 2015 (SEBI LODR), is enclosed
 separately with this Annual Report.
 
 7.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Your Directors hereby state that:
 
 a) in the preparation of the annual accounts, the applicable accounting
 standards have been followed and that no material departures have been
 made from the same;
 
 b) they have selected such accounting policies and applied them
 consistently 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 profits of the
 Company for that period;
 
 c) they have taken proper and sufficient care for the 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;
 
 d) they have prepared the annual accounts on a going concern basis;
 
 e) they have laid down Internal Financial Controls for the Company and
 such internal financial controls are adequate and operating
 effectively; and
 
 f) they have devised proper systems to ensure compliance with the
 provisions of all applicable laws and such systems are adequate and
 operating effectively.
 
 8.  CORPORATE GOVERNANCE
 
 Your Company is in compliance with the governance requirements under
 the Companies Act, 2013 and SEBI LODR.  The Company has adopted the
 policies in line with new governance requirements including the Policy
 on Related Party Transactions, Policy on Material Subsidiaries, CSR
 Policy and Whistle Blower Policy. These Policies are available on the
 website of the Company at http://vakrangee.in/company_ policies.php. 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
 with the conditions of Corporate Governance as stipulated under SEBI
 LODR is provided herewith this report. A Certificate from the CEO and
 CFO of the Company in terms of SEBI LODR, inter alia, confirming the
 correctness of the Financial Statements and Cash Flow Statements,
 adequacy of the internal control for financial reporting, and reporting
 of matters to the Audit Committee, is also annexed herewith the Report.
 Further, the Company has also established a Vigil Mechanism for
 Directors and employees to report their genuine concerns, details of
 which have been given in the Corporate Governance Report annexed to
 this Report.
 
 9.  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. Further details on the
 conservation of energy have been given under the Management and
 Discussion Analysis of this report.
 
 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. Further details
 on the technology absorption have been given under the Management and
 Discussion Analysis of this report.
 
 Foreign Exchange Earnings and Outgo
 
 Foreign Exchange Earning: Rs.485.11 Lakhs 
 
 Foreign Exchange Outgo: Rs.163.20 Lakhs
 
 10.  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) and Rule 5(2) of the
 Companies (Appointment and Remuneration of Managerial Personnel)
 Amendment Rules, 2016 is annexed herewith as Annexure 2 to this
 Report.
 
 In terms of Section 136 of the Companies Act 2013, the Reports and
 Accounts are being sent to the members and others entitled thereto. If
 any Member is interested in inspecting the same, such Member may write
 to the Company Secretary in advance.
 
 11.  DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 As per the provisions of the Companies Act, 2013, Independent Directors
 are required to be appointed for a term of five consecutive years, but
 shall be eligible for reappointment on passing of a Special Resolution
 by the Company and shall not be liable to retire by rotation. As per
 the requirements of Section 152(6) of Companies Act, 2013, Dr.
 Nishikant Hayatnagarkar retires by rotation and being eligible, offers
 himself for re-appointment as the Director of the company in the
 ensuing Annual General Meeting.
 
 The Independent Directors of your Company have given the Certificate of
 Independence to your Company stating that they meet the criteria of
 independence as mentioned under Section 149(6) of the Companies Act,
 2013.
 
 The Directors are reputed professionals with diverse functional
 expertise, industry experience, educational qualifications and a gender
 mix relevant to fulfilling the company''s objectives and strategic
 goals.
 
 The details of Training and Familiarization Programmes and Annual Board
 Evaluation process for Directors have been provided in this Report.
 
 The Policy on Director''s appointment and remuneration including
 criteria for determining qualifications, positive attributes,
 independence of Director, and also remuneration for Key Managerial
 Personnel and other employees forms part of this Report.
 
 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.
 
 During the Financial Year 2015-16, Mr. Dinesh Nandwana (DIN: 00062532)
 was re-designated as Managing Director & CEO from Chairman & Managing
 Director w.e.f. July 27, 2015.  Further, Mr. Subhash Singhania was
 designated as Chief Financial Officer vide a Resolution passed at the
 Board Meeting of the Company dated May 11, 2016.
 
 12.  DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
 
 a.  Board Meetings
 
 During the year, five 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 SEBI LODR.
 
 b.  Board Evaluation
 
 Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR,
 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
 Non-Independent Directors was carried out by the Independent Directors
 at their separate meeting held on March 31, 2016.
 
 c.  Audit Committee
 
 The Board has well-qualified Audit Committee, the composition of which
 is in line with the requirements of Section 177 of the Companies Act,
 2013 read with Regulation 18 of SEBI LODR. All the Members, including
 the Chairman of the Audit Committee are Independent. 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 & 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 Section 178 of the Companies Act, 2013 and Regulation
 19 of SEBI LODR.
 
 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 has been annexed
 herewith as 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.
 
 A detailed note on risk management is given under Management Discussion
 and Analysis Report annexed to this Annual 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. The Company also has in place a CSR Policy and the
 same is available on the website of the Company at
 http://vakrangee.in/pdf/company-
 policies/Corporate%20Social%20Responsibility_Policy.pdf
 
 13.  AUDITORS AND REPORTS
 
 The matters related to Auditors and their Reports are as under:
 
 Statutory Auditor:
 
 As per the provisions of the act, M/s. S K Patodia & Associates,
 Chartered Accountants, Statutory Auditors of the Company upon their
 re-appointment at the ensuing Annual General Meeting, will hold office
 till the conclusion of next Annual General Meeting. They have confirmed
 their eligibility to the effect that their reappointment, if made,
 would be within the prescribed limits under the act and they are not
 disqualified for re-appointment. The Notes to financial statements
 referred to in the Auditor''s Report are self-explanatory and do not
 call for any further comments. The Auditor''s Report do not contain any
 qualification, reservation, adverse remark or disclaimer.  Further, the
 term of M/s. S K Patodia & Associates, Chartered Accountants would
 expire at the conclusion of 27th Annual General Meeting of the Company
 under Section 139(2) of the Companies Act, 2013 read with Companies
 (Audit and Auditors) Rules, 2014. The Board of Directors are in process
 of identifying a reputed Firm of Chartered Accountants whose
 appointment will be proposed and considered in the Annual General
 Meeting of the Company to be held in the year 2017.
 
 Secretarial Auditor
 
 M/s. S. K. Jain & Co., Practicing Company Secretaries, was appointed to
 conduct Secretarial Audit of the Company for the financial year 2015-16
 as required under Section 204 of the Companies Act, 2013 and the rules
 thereunder. The Secretarial Audit report for the financial year 2015-16
 is annexed herewith as Annexure 5.
 
 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 at
 http://vakrangee.in/pdf/company-policies/Whistle%20
 Blower%20&%20Vigil%20Mechanism.pdf
 
 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 off during the year:
 
 a) No. of Complaints received: NIL
 
 b) No. of Complaints disposed off: NIL
 
 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
 
 During the year, all Related Party Transactions were in Ordinary Course
 of the Business and on Arm''s Length basis. There were no material
 transactios with any related party as defined under Section 188 of the
 Companies Act, 2013 read with Companies (Meetings of Board and its
 Powers) Rules, 2014. The Company has not entered into any
 contract/arrangement/transaction with Related Parties which could be
 considered material in accordance with the policy of the company on
 Materiality of Related Party Transactions. Accordingly, the disclosure
 of Related Party Transactions as required under Section 134(3)(h) of
 the Companies Act, 2013 in Form AOC-2 is not applicable.  The members
 may refer Note. 36 to the Financial Statements which sets out Related
 Party disclosures pursuant to AS-18.
 
 In line with the requirements of the Companies Act, 2013 and SEBI LODR,
 your Company has formulated a Policy on Related Party Transactions and
 Materiality of Related Party Transactions is available on Company''s
 website http://vakrangee.in/pdf/
 company-policies/Risk%20Management%20Policy.pdf. The Policy intends to
 ensure that proper reporting, approval and disclosure processes are in
 place for all transactions between the Company and Related Parties.
 
 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 FINANCIAL CONTROL AND THEIR ADEQUACY
 
 The Company has an Internal Control System, commensurate with the size,
 scale and complexity of its operations.
 
 The internal control systems, comprising of policies and procedures are
 designed to ensure sound management of your Company''s operations,
 safekeeping of its Assets, optimal utilization of Resources,
 reliability of its financial information and compliance.Based on the
 report of Internal Audit function, corrective actions 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 Financial year, 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 (''''ESOP
 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 Nomination and
 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, (SEBI Regulations) 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 ESOP Schemes have been made applicable to all the permanent
 employees including Directors, whether whole-time or not but excluding
 Independent Directors of the Company working in India or abroad. The
 ESOP Schemes of the Company is also made applicable to all the
 permanent employees of its subsidiaries including Directors, whether
 whole-time or not but excluding Independent Directors working in India
 or abroad. Provided however those persons who are Promoters or part
 of the Promoter Group and a Director holding, either by himself or
 through his relative or through any body corporate, directly or
 indirectly, more than 10% of the outstanding equity shares of the
 company shall not be entitled to participate in the ESOP Schemes of the
 company.
 
 The objects the ESOP Schemes are:
 
 1.  To provide means to enable the Company and its subsidiaries to
 attract and retain talent in the Company in the long run;
 
 2.  To enhance the performance potential of the employees in achieving
 the success goals of the company.
 
 3.  To motivate the employees of the Company with incentives and reward
 opportunities and to enable them to participate in the future growth
 and success of the Company;
 
 4.  To achieve sustained growth of the Company and the enhance
 shareholder value by aligning the interests of the Employees with the
 long term interests of the Company; and
 
 5.  To maintain a sense of good management and discipline in the
 company
 
 6.  To create a sense of ownership and participation amongst the
 Employees.
 
 7.  To reduce the cost by providing non-cash compensation.
 
 The applicable disclosures as stipulated under the SEBI Regulations as
 at March 31, 2016 (cumulative position) are given below:
 
 Date of all grants 
 as at 31.03.2016           Price per options        No. of total
                                                     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
 
 11.03.2016                      Rs.113.08/-              967200
 
 Total                                                  17208300
 
 Options Vested as at 31.03.2016   Price per options    No. of total 
                                                        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/-               599440
 
 20.07.2012 grant                     Rs.20/-                 70125
 
 20.07.2012 grant                     Rs.10/-                500000
 
 26.11.2014 grant                     Rs.64.70/-                N.A.
 
 11.03.2016 grant                     Rs.113.08/-               N.A.
 
 Total                                                      8921265
 
 Options Exercised as 
 at 31.03.2016                  Price per options    No. of total
                                                     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/-              497000
 
 20.07.2012 grant                  Rs.20/-                62250
 
 20.07.2012 grant                  Rs.10/-               500000
 
 26.11.2014 grant                  Rs.64.70/-               N.A.
 
 11.03.2016 grant                  Rs.113.08/-              N.A.
 
 Total                                                6,872,870
 
 The total number of shares arising as a             713930
 result of exercise of Options during the year
 
 Options Lapsed during the year                   16,51,000
 
 Money realised by exercise of Options           Rs.7382600
 during the year
 
 Total number of Options in force as at           20,48,530
 31.03.2016
 
 Employee wise details of Options granted to:
 
 i.  Senior managerial personnel
 
 1.  Dr. Nishikant Hayatnagarkar                     50,000
 
 2.  Mr. Rahul Dev Pal                             1,00,000
 
 3.  Mr. Rajiv Ranjan                              1,00,000
 
 4.  Mr. Sumit Jain                                1,00,000
 
 5.  Mr. Harish Mani                               1,00,000
 
 6.  Mr. Nitin Sharma                              1,00,000
 
 ii.  Any other employee who received                   NIL 
 a grant in any one year of Options
 amounting to 5% or more of Options granted
 
 iii. Identified employees, who were                    NIL
 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 
 of grant
 
 Diluted Earnings Per Share (EPS)                      7.38
 before exceptional items
 calculated in accordance
 with Accounting Standard
 (AS) 20 ''Earnings Per Share''
 
 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, 2016 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 have 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.
 
 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/-                           Sd/-
 
 Dinesh Nandwana                Dr. Nishikant Hayatnagarkar
 
 Managing Director & CEO        Whole-Time Director
 
 (DIN:00062532)                (DIN:00062638)
 
 Place: Mumbai,
 
 Date: August 27, 2016
Source : Dion Global Solutions Limited
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