Vakrangee Directors Report, Vakrangee Reports by Directors
BSE: 511431|NSE: VAKRANGEE|ISIN: INE051B01021|SECTOR: Computers - Software Medium/Small
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Directors Report Year End : Mar '13    « Mar 12
Dear Shareholders,
 The are pleased to present the 23rd Annual Report together with the
 audited Balance Sheet and Profit & Loss Account for the year ended
 March 31, 2013.
 The Company''s performance is summarized below:
                             Rs. in Lacs except EPS and per share data
                                  2012-2013    2011-2012   YoY growth (%)
 Sales and other income          155,236.18   135,782.48       14.33
 Profit before Tax                14,369.24    10,291.75       39.60
 Provision for Income Tax          4,373.14     2,034.86           -
 Provision for Deferred Tax          972.33     2,143.78           -
 Tax for Earlier Year                (32.86)       (0.00)          -
 MAT Credit Entitlement           (1,376.19)     (974.08)          -
 Profit after Tax                 10,432.82     7,087.18       47.20 
 Proposed dividend on equity           0.20         0.20           -
 shares (''per share)                           (After bonus
                                                and Split)
 Transfer to General Reserve         819.55       506.30           -
 EPS (Rs.)                             2.08         1.42       46.48
                                               Stand alone
                                  2012-2013    2011-2012   YoY growth (%)
 Sales and other income          156,319.78   135,637.91       15.25
 Profit before Tax                14,845.44     9,954.78       49.13
 Provision for Income Tax          4,373.09     2,034.45           -
 Provision for Deferred Tax          954.13     2,143.78           -
 Tax for Earlier Year                (32.86)           -           -
 MAT Credit Entitlement           (1,376.19)     (974.08)          -
 Profit after Tax                 10,927.27     6,750.63       61.87
 Proposed dividend on equity
 shares (Rs. per share)                0.20         0.20           - 
                                              (After bonus 
                                               and Split)
 Transfer to General Reserve         819.55       506.30           -
 EPS (Rs.)                             2.18         1.35       61.48
 - PERFORMANCE Consolidated
 During the year, your Company recorded the total income of
 Rs.155,236.18 Lacs from Rs.135,782.48 Lacs in previous year, a growth
 of 14.33%. The EBITDA stood at Rs.38,671.19 Lacs from Rs.24,616.03 lacs
 in previous year, an increase of 57.10%. Profit after Tax was increased
 to Rs.10,432.82 Lacs from Rs.7,087.18 Lacs in previous year, up by
 During the year, your Company recorded the total income of
 Rs.156,319.78 Lacs from Rs.135,637.91 Lacs in previous year, a growth
 of 15.25%. The EBITDA stood at Rs.39,123.45 Lacs from Rs.24,219.90 Lacs
 in previous year, an increase of 61.53%. Profit after Tax was increased
 to Rs.10,927.27 Lacs from Rs.6,750.63 Lacs in previous year, up by
 Your Company has transferred Rs.819.55 Lacs to General Reserve out of
 amount of Rs.28,651.78 Lacs available for appropriations and balance
 amount of Rs.26,656.44 is retained in the Profit & Loss Account of your
 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, subject to the
 approval by the shareholders at the ensuing Annual General Meeting.
 The total dividend payout will be of Rs.1,175.8 Lacs inclusive of tax
 amount of Rs.170.80 Lacs.
 The dividend, if approved by the shareholders, will be paid to those
 members whose names appear in the Register of Members on or before the
 date of Book Closure i.e. September 4, 2013.
 During the year,
 Your Company issued and allotted 2019740 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, 2013 was at Rs.50,24,99,320 comprising of
 502499320 shares of Rs.1each
 The Company has made an additional investments of Rs.2,50,00,000
 comprising of 2500000 equity shares of Rs.10 each in one of its
 subsidiary companies, eDoc Vision Infotech Private Limited during the
 year 2012-13.
 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 & 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 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:
 - eDoc Vision Infotech Pvt. Ltd.
 The Company is to focus on consultancy on document and business process
 outsourcing to various customers. eDoc 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 had bagged for Digitization of critical
 records for Govt. of Philippines by setting up digitization centers all
 over Philippines.
 - Vakrangee Finserve Ltd.
 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.
 Management discussion and Analysis Report, as required under the
 Listing Agreement with Stock Exchanges, is enclosed separately with
 this Annual Report.
 The equity shares of the Company continue to be listed on Bombay Stock
 Exchange and National Stock Exchange .The annual listing fees for the
 year 2012-13 have been paid to these Exchanges
 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.1,089.40 Lacs Foreign Exchange Outgo : Rs.155.13 Lacs
 During the year, the Company has not invited/received any fixed
 deposits from the public.
 In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
 your Directors confirm that;
 (i) In the preparation of the annual accounts, the applicable
 accounting standards have been followed, along with proper explanation
 relating to 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
 As per the provisions of the Companies Act, 1956 read with Articles of
 Association of the Company, Mr. Ramesh Joshi and Mr. B. L. Meena retire
 by rotation and being eligible offer themselves for re- appointment at
 this Annual General Meeting.
 During the year, Mr. K. L. Varma resigned from the Board of Directors
 w.e.f. October 10, 2012 and the members of the Board appreciated the
 contribution by Mr. K. L. Varma 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
 Directors as specified in Section 274 of the Act as amended.
 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, 2013 (cumulative
 position) are given below:
 Date of all grants
 as at 31.03.2013           Price per options      No. of options
 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              2190000
 20.07.2012                        Rs.10              1000000 
                      Total                          15172000
 Options Vested as 
 at 31.03.2013              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                 1696920
 24.11.2010 grant                 Rs.7.5                  787580
 12.08.2011 grant                 Rs.7.5                  291380
                      Total                              7262100
 Options Exercised as 
 at 31.03.2013                Price per options     No. of options
 31.07.2009 grant                Rs.3.095              3254960
 30.12.2009 grant               Rs.3.3925               193000
 18.05.2010 grant                Rs.7.325              1157660
 24.11.2010 grant                  Rs.7.5               411360
 12.08.2011 grant                  Rs.7.5               159040
                     Total                             5176020 
 The total number of shares arising as a result of exercise of Options
 Options Lapsed as at 31.03.2013 0
 Variation in terms of Options 1. The ESOP scheme of the company revised
 with effect from March 31, 2012 with the total exercise period of four
 years to six years for the new employees joining after March 31, 2012.
 2.  The Vesting percentage under the revised ESOP Scheme for the
 employees joining after March 31, 2012 has been revised from 33% a year
 to 25% a year.  Money realised by exercise of Options Rs.113.30 Lacs
 Total number of Options in force as at 31.03.2013 (granted - exercised
 - lapsed) 9995980
 Employee wise details of Options granted to: (pre Bonus and split)
 i.  Senior managerial personnel
 1.  Mr. Santosh Dash 1000000 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
 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 of
 Diluted Earnings Per Share (EPS) before exceptional items pursuant to
 issue of shares on exercise of Options 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 Scheme has been implemented in accordance with the SEBI
 Guidelines and the resolution passed by the shareholders.
 It is the 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, 2013, 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.
 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.
 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 
 Dinesh Nandwana 
 Chairman & Managing Director
 Place : Mumbai
 Date : July 22, 2013
Source : Dion Global Solutions Limited
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