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)
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 -
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
Proposed dividend on 0.25 0.25 -
(Rs. per share)
Transfer to General 3,205.73 1,990 -
ePs (Rs.) 6.39 3.48 83.62
Name of the Director
sales and other income 278,493.51 197,463.21 41.03
Profit before tax 48,810.44 30,596.10 59.53
income Tax1 8,248.01 12,294.81 -
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
Proposed dividend on 0.25 0.25 -
(Rs. per share)
Transfer to General 3,205.73 1,990 -
EPS 6.37 3.96 60.86
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%.
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%.
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
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
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
(iv) that the annual accounts have been prepared on a going concern
(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
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
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
- 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
- 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.
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
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
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
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
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
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
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
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
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.
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.
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
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
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
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
Dr. Nishikant Hayatnagakar
Date: September 1, 2015