The Directors present the 24th Annual Report together with the audited
accounts of the Company for the year ended 31st March, 2008.
(Rs. in Thousands)
Income from Operations 42,839 63,414
Other Income 5,411 6,774
Total 48,250 70,188
Profit before Depreciation, Interest and Tax 7,585 25,421
Less: Depreciation 3,522 3,683
Interest 244 508
Tax (including credit of prior period) 674 141
Profit after Tax 3,145 21,089
Add : Brought forward surplus of profit of
previous year 3,915 2,983
Available for appropriation 7,060 24,072
Interim Dividend paid - 11,707
Proposed Dividend - 4,683
Tax on Dividend 796 1,642
Transfer to General Reserve - 6,808
Surplus retained in Profit and Loss Account 1,581 3,915
The Board of Directors have proposed dividend of Re 1.00 per share
(10%) entailing a total outgo (including dividend distribution tax) of
Rs 5.48 millions.
During the financial year 2007-08 the Company posted operating revenues
aggregating to Rs 42.83 millions as compared to Rs 63.41 millions in
the previous year, a drop of 32%. The exports revenues declined from Rs
41.7 millions to Rs 25.8 millions, a decline by 38%. This was mainly on
a) steep rupee appreciation against US dollar and
b) low business volume from the Companys major customer due to sub
prime crisis coupled with weaker US economy.
Your company has been servicing a Customer in Mortgage industry in USA
for last few years. The recent sub-prime crisis in USA has affected
this market severely in spite of concerted efforts made by the Company,
the shortfall could not be made good. Nonetheless, the Company was able
to retain the overseas customers albeit at lower revenue earnings.
The Domestic Services also recorded a decline in revenues from Rs 16.3
millions to Rs 12.2 millions mainly on account of companys major
customer terminating part contract. The efforts made to make good this
shortfall were partly successful as 2 new customers were added during
the last quarter of the year.
The GIS services recorded a modest growth in data conversion services
segment and earned gross revenue of Rs 2.1 millions. All efforts are
being made to have steady flow from this offering. Also, a vital
installation of the asset tracking solution was done at a renowned port
and is working satisfactorily. Discussions are at advanced stage to
replicate this offering to other ports.
The members have approved the transfer of business of the Companys
ITeS business through Postal Ballot to a wholly owned subsidiary (WOS)
formed under the name Nucleus GIS And ITES Ltd. The Board has
finalized the modalities of the transfer of business to the WOS on or
about from 1st July, 2008. The Company would then focus into investing
into technology and financial services industries for short to long
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
to the best of their knowledge and belief, confirm that:
i. in preparation of the annual accounts, the applicable accounting
standards have been followed by the Company;
ii. appropriate accounting policies have been selected and applied
consistently and such judgments and estimates have been made that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company as at 31 st March, 2008 and of the profit of the
Company for the year ended on that date;
iii. proper and sufficient care has been taken 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 for
preventing and detecting fraud and other irregularities; and
iv. the annual accounts have been prepared on a going concern basis.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
a) Conservation of energy, Technology absorption and adoption:
The operations of your Company involve low energy consumption. Energy
conservation efforts are being pursued on a continuous basis. Close
monitoring of power consumption is maintained to minimize wastage and
facilitate optimum utilization of energy. The Company has not imported
any technology nor incurred any expenditure on research and development
b) Particulars of employees:
The Company hed no employee covered under section 217 (2A) of the
Companies Act, 1956.
c) Foreign exchange earnings and outgo:
During the year, your Companys Foreign Exchange earnings were Rs 25.8
millions and outgo aggregated to Rs 0.38 millions as per details given
in Note no. 8 of Schedule 15 of the Accounts.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report is furnished separately
and forms part of this Directors Report.
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Bombay Stock Exchange Ltd, is annexed hereto
and forms part of the Annual Report.
As reported in the previous report, Mr. Asit. C. Mehta resigned from
the post of Managing Director from the close of business day of 30th
September, 2007. Mr. Mehta continues to be on the Board as a non-
In accordance with the provisions of the Companies Act, 1956 and
Companys Articles of Association, Mr Asit C. Mehta and Mr. Vijay G.
Ladha retire by rotation at the ensuing Annual General meeting and
being eligible, offer themselves for re-election.
The information on the particulars of the Directors seeking
re-appointment as required under clause 49 of the Listing Agreement has
been given in the Report on Corporate Governance.
The audited financials of Nucleus GIS, Inc for the year ended March 31,
2008 together with the Reports of the Directors and Auditors and the
Statement pursuant to section 212 of the Companies Act, 1956 are
CONSOLIDATED FINANCIAL STATEMENTS
in accordance with Accounting Standards 21 and 23 issued by the
Institute of Chartered Accountants of India, the consolidated financial
statement incorporating the operation of the Company, its subsidiary
and associate concern have been attached hereto which form part of the
The Companys Auditors, M/s Deolitte Haskin & Sells holds office up to
the conclusion of the forthcoming Annual General Meeting. M/s Deolitte
Haskin & Sells has expressed their unwillingness for reappointment. A
notice is received from a member proposing the name of Manek &
Associates as the Statutory Auditor for the year 2008-2009. The Audit
Committee and the Board recommend appointment of M/s Manek &
Associates. Members are requested to appoint the auditors and to fix
The Directors thank the customers, bankers, employees and shareholders
for their continued support to the Company. The Directors also look
forward for the continuing support from them in coming days also.
For and on behalf of the Board of Directors
Asit C Mehta
Mumbai, 20th June, 2008 Chairman