The Directors have pleasure in presenting you the 25th Directors''
Report on the business and operations of your company, for the
financial year ended 31st March, 2014.
(Rs. in Lacs)
Particulars 2013-14 2012-13 2013-14 2012-13
Total Income 11445.62 8,035.36 6,533.14 4,395.77
Profit before interest,
Depreciation and Tax 1637.68 1,571.98 1,105.19 1,196.86
Interest 192.66 274.16 152.43 232.34
Depreciation 850.29 735.54 731.82 641.87
Provision for Taxation 228.01 137.69 76.26 64.38
Profit after interest,
Tax and depreciation 401.25 424.59 144.68 258.27
Deferred Tax provision 13.62 61.37 4.54 52.22
Balance brought forward 4,758.63 4,585.05 4,317.80 4,111.75
Balance Carried to
Balance Sheet 4705.44 4,758.63 4,457.95 4,317.80
RESULTS OF OPERATIONS:
Following are the results of operations for the financial year 2013-14
Consolidated Revenues: The total Consolidated income of the Company for
the FY 2013-14 comprises operating revenues of Rs. 11297.35 Lacs as
against Rs. 7868.32 Lacs in FY 2012-13 and other income of Rs. 148.27
Lacs for the current year as against Rs. 167.03 lacs in FY 2012-13.
Standalone Revenues: The total income of the Company for the FY 2013-14
comprises operating revenues of Rs. 6400.69 Lacs as against Rs. 4253.85
Lacs in FY 2012-13 and other income of Rs. 132.44 Lacs for the current
year as against Rs. 141.92 lacs in FY 2012-13.
Consolidated Profits: Profit before Tax (PBT) stood at Rs. 629.25 Lacs
as against Rs. 562.28 Lacs for the previous year. Profit after Tax
(PAT) stood at Rs. 387.63 lacs as against Rs. 363.22 Lacs for the
Standalone Profits: Profit before Tax (PBT) stood at Rs. 220.94 Lacs as
against Rs. 322.65 Lacs for the previous year. Profit after Tax (PAT)
stood at Rs. 140.14 Lacs as against Rs. 206.05 Lacs for the previous
Reserves and Surplus
During the year the Company has not transferred any amount to Reserves
Your directors did not recommend any dividend on shares for this year.
Material changes and commitments;
There are no material changes and commitments occurred between the end
of the financial year of the company and the date of the report
affecting the financial position of the company
Acquisition of majority stake in Asclepius Consulting & Technologies
The company has acquired 51% stake in Asclepius Consulting &
Technologies Private Ltd a Bangalore based Health IT Products Company.
Asclepius consulting was founded in 2007 by three IIT/IIM Graduates
with a focus on building value IT products for Indian Hospitals.
None of the directors of the company is disqualified under the
provisions of the act or under the Listing agreement with the stock
In accordance with the provisions of the Companies Act, 1956 Datuk
Kunasingam V. Sittampalam, Ramam Madu retire by rotation at the Annual
General Meeting and being eligible offer themselves for reappointment
at the ensuing Annual General Meeting.
In terms of Section 149 and Schedule IV Companies Act, 2013 and in
compliance with Clause 49 of Listing Agreement following Directors are
proposed to be appointed as Independent Directors of the company for
five consecutive years for a term upto 31st March, 2019.
1. K. Krishna
2. Kunasingam V Sittampalam
3. Samad A Momin
4. Ramam Madu
Brief resume of the Directors proposed to be reappointed, nature of
their expertise in specific functional areas, directorships in other
companies as stipulated under clause 49 of the listing agreement with
the stock exchanges in India are provided in the report on corporate
Mr. Srinath Kompella ceased to Director of the company during period
Allotment of Shares:
The Company has not allotted any shares during the period under review.
Directors'' Responsibility Statement:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to the Directors'' Responsibility Statement, it
is hereby confirmed that:
I) In the preparation of the annual accounts for the year ended 31st
March, 2014, the applicable accounting standards had been followed and
there are no material departures.
ii) We have selected appropriate accounting policies and applied them
consistently and have 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 as on 31st March 2014 and of the profit of the company
for the financial year ended 31st March, 2014.
iii) We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv) We have prepared the annual accounts for the financial year ended
31st March, 2014 on a going concern basis.
Auditors and Audit Report
M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and being eligible, offer themselves for reappointment.
The company has received consent letter from the Statutory auditors and
certificate indicating satisfaction of criteria sated in Section 141 of
Companies Act, 2013 .
PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT,1956
Pursuant to the provisions of Section 212 of the Companies Act, 1956
(Act), documents in respect of the various subsidiaries Viz.,
Director''s Report, Auditor''s Report, Balance Sheet and Profit and Loss
Account, are required to be attached to the Balance Sheet of the
holding company. However, in terms of the provisions of Section 212(8)
of the Act, the Government of India, Ministry of Corporate Affairs, has
vide Circular No. 2/2011 dated 8th February, 2011 granted exemption
from the provisions of Section 212(1) of the Act. Accordingly, the
Annual Report does not contain the financial statements of the
subsidiaries of the Company. However, the Company will make available
the audited annual accounts and related detailed information of the
subsidiaries to the shareholders upon request in accordance with the
applicable law. These documents are also available for inspection at
the Registered Office of the Company during business hours.
A statement pursuant to the provisions of Section 212(1)(e) of the Act
appears elsewhere in the Annual Report.
The Company has not accepted any fixed deposits as on 31st March, 2014
so as to attract the provisions of Section 58A and 58AA of the
Companies Act, 1956 read with Companies (Acceptance of the Deposits)
Rules, 1975 as amended from time to time.
Virinchi Learning Private Ltd
Virinchi learning incorporated in the year 2010 as wholly owned
subsidiary of Virinchi Technologies Ltd. The primary objective of
incorporating Virinchi Learning is to promote technology based, for
profit, quality education services to the different student categories
in India, both by creation of new content & infrastructure and also by
partnering with existing content providers by leveraging the strength
of Information technology.
The company has made an application to National Skill Development
Corporation (NSDC) for training of youth in the specified skills as
notified by the NSDC and the company got approval from NSDC and a loan
of Rs.5.5 crores has been granted to the company towards healthcare and
bio tech training objectives.
KSoft Systems Inc
M/s. KSoft Systems Inc is in the business of software development and
consulting. M/s. KSoft Systems Inc provides consulting services to
various clients in the US in the domains of SAP, Oracle and other
M/s. K Soft Systems Inc., has taken 5000 Sft office premises on lease
in Edison, NJ and had set up state of art infrastructure facility for
serving the existing and new customers.
M/s. K Soft Systems inc filed for 278 H-1B visa applications and 147
applications are picked up in the Random selection process of the
USCIS. Depending on the visa approval, the employees will travel to
client sites starting early 2015.
Consolidated Financial Statements
In accordance with the Accounting Standards AS-21 and AS-27 on
Consolidated financial Statements read with the Accounting Standard
AS-23 on Accounting for investments in Associates, the Audited
consolidated financial statements are provided in the annual report.
Particulars of Employees
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, the
Directors are to report that there are no employees who are in receipt
of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or
more per month where employed for a part of the year.
Details about Virinchi Employees Stock Option Scheme, 2004 (VESOS,
Pursuant to the provisions of Guideline 12 of the Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee
stock purchase Scheme), Guidelines, 1999, the details of stock options
as on 31st March, 2014 under the Virinchi Employee Stock Options
Scheme, 2004 are as under:
Sl.No Description Details
1. Options Granted during 2013-14 NIL
2. Pricing formula N.A.
3. Options Vested N.A.
4. Options exercised N.A.
5. The total number of shares arising
as a result of exercise of option N.A.
6. Options lapsed N.A.
7. Variation of terms of options N.A.
8. Money realized by exercise of options N.A.
9. Total number of options in force Total options reserved
under the scheme11,67,000
and Total options
10. Employee wise details of options N.A.
granted to i) Senior Management
personnel ii) Any other employee who
receives a grant in any one year of
option amounting to 5% of or more of
option granted during that year iii)
Identified employees who were granted
option, 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.
11. Diluted Earning Per share (EPS) N.A.
pursuant to issue of shares on
exercise of option calculated in
accordance with Accounting Standard
(AS)20 Earning Per share
12. The difference between the employee N.A.
compensation costs computed under
intrinsic value method and the
employee compensation cost that shall
have been recognized if the Company
had used the Fair Value methods and
its impact on profits and EPS of the
13. Weighted Average exercise prices and NIL
weighted average fair values of
options for options whose exercise
price either equals or exceeds or is
less than the market price of the
14. Description of the method and The Company has opted
signigicant assumptions used during intrinsic Value method
used during the year to estimate the for accounting of Compen-
fair value of options. sation Cost arising out
of ESOP. The Company has
not made any assumptions.
i. Risk-free interest rate
ii. Expected life
iii. Expected Volatility
iv. Expected dividends
v. The price of the underlying
share in market at the time
of option grant.
Information required under Section 217(1) (e) of the Companies Act 1956
read with the Companies (Disclosure of Particulars in the report of
Board of Directors) Rules, 1988.
a) Conservation of Energy:
Company''s operations require electrical energy for its use in air
conditioning the premises, for power supply to computer systems and
lighting which are not energy intensive. However, adequate measures
have been taken to reduce energy consumption, wherever possible.
To decrease the carbon footprint, company transportation is extended to
associates from different parts of the city; the occupation is 100% in
all the buses on all the working days. Also, to conserve the natural
resources, STP plan is installed and the waste water and solid material
emitted out, after processing is being used for landscaping. The
company has adopted laudable practices like reducing the carbon foot
prints, maximizing the utilization of natural light and reducing the
electric light fitments, reduction of size of work station partitions.
use of recycled material for the work stations'' wood boards, provision
of task lights for every work station to minimize the power
consumption, central control switch for entire work station and
automated water control taps in the rest rooms. As part of energy
conservation, LED lighting is being use for the new areas, which are
undergoing interior renovation works.
b) Research and Development
Your company will continue to focus and invest in its R & D activities
in software engineering, technologies and products. Your company
leverages its excellence in technology for producing World Class
Products and solutions. The continual exposure to new technologies has
helped maintain high motivation levels in employees and to generate
higher levels of productivity, efficiency and quality. Your company
continues to give due importance to research and development to
maintain its leadership in the field of leading edge technologies.
d) Technology Absorption, Adaptation and Innovation
Your company continues to use state-of-the-art technology for improving
the productivity and quality of its products and services. To create
adequate infrastructure, your Company continues to invest in the latest
hardware and software.
To support its growth plans, the company continues to invest in global
solutions that are configured consistently for its core business
Report on Corporate Governace
Corporate Governance Report is set out as separate Annexure to this
Management Discussion and Analysis
Management''s Discussion and Analysis report for the year under review
as stipulated under Clause 49 of the Listing Agreement with the stock
exchanges is presented in a separate section forming part of the Annual
Your directors would like to place on record their appreciation of
support, co-operation and assistance received from the company''s
clients, Government authorities, bankers, shareholders and suppliers.
The board wishes to convey its appreciation for hard work, solidarity,
cooperation and support put in by the company''s employees at all levels
in enabling such growth.
BY ORDER OF THE BOARD
For VIRINCHI TECHNOLOGIES LIMITED
PLACE : HYDERABAD G. Santi Priya
DATE : 30-08-2014 Chairperson & Whole Time Director