you are here:

Encore Software Ltd.

BSE: 531750 | NSE: | Series: NA | ISIN: INE103B01012 | SECTOR: Computers - Software Medium & Small

BSE Live

Aug 11, 16:00
7.10 0.00 (0.00%)
Volume
No Data Available
1
  • Prev. Close

    7.10

  • Open Price

    7.10

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

Encore Software is not traded on BSE in the last 30 days

NSE Live

Dec 27, 11:22
NT* 0.00 (0.00%)
Volume
No Data Available
0
  • Prev. Close

    -

  • Open Price

    -

  • Bid Price (Qty.)

    - (0)

  • Offer Price (Qty.)

    - (0)

Encore Software is not listed on NSE

Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

Dear Members: The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the 23rd year ended 31st March 2015. 1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS [INSERT AS PER INFORMATION FROM THE COMPANY] (Rs. in Rupees) Particulars 2014-2015 2013-2014 Gross Income 23,488 2,35,202 Profit Before Interest and (35,13,870) (51,71,086) Depreciation Finance Charges 2,18,14,787 2,01,19,052 Gross Profit (2,53,28,657) (2,52,90,138) Provision for Depreciation 62,647 Net Profit Before Tax (2,53,28,657) (2,53,52,785) Provision for Tax Net Profit After Tax (2,53,28,657) (2,53,52,785) Balance of Profit brought forward (38,40,17,844) (35,86,65,059) Balance available for appropriatio (40,93,46,501) (38,40,17,844) While the Company has been striving to get orders for the SATHI as well as trying to make progress in the Brazil project, it has also been working on finding new avenues of business, especially in applying information technology in the domains of Business Intelligence and Human Resources Development, and mobile-based applications for services provision, etc., in keeping with the changing trends. Accordingly, considerable progress has been made in the three areas identified above, and projects/services in these three areas are expected to be launched in the new financial year. These new activities will need further investments to be made in the Company, and the Company is in advanced stages of negotiation with financial institutions and prospective investors for some innovative solutions/schemes for funding. The activities so chosen/planned have relatively low competition. FUTURE PROSPECTS The new activities, when launched, have been so chosen for their potential for generating revenues quickly, and the Company is confident of being able to start rebuilding itself during the new financial year, as well as generating significant revenues and operating profit. Additionally, efforts to revive the SATHI manufacturing activity and the Brazil project will continue despite the seeming lack of success so far, which should add to the revenue and profit of the Company in the coming year. 2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS There were no material changes and commitments which occurred affecting the financial position of the Company between 31st March, 2015 and the date on which this report has been signed. 3. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY The Company did not carry out any commercial sales activities: However, in line with the applicable regulations/Statutes, revenue of the Subsidiaries was captured in the consolidated financial Statement of the Company. 4. CHANGE IN THE NATURE OF BUSINESS The Company expects to add new activities as mentioned above, in the areas of application of Information Technology in the domains of Business Intelligence and Human Resources Development, and mobile-based applications for services provision, will expand the nature of business of the Company from manufacturing and sales of products developed in-house, to also software applications for specific chosen domains, by developing such applications in-house and/or partnering with organizations specializing in those activities/domains. 5. DIVIDEND In view of the losses incurred, your Directors express inability to recommend any dividend. 6. AMOUNTS TRANSFERRED TO RESERVES In view of the losses, the question of transferring any amount to Reserves does not arise. 7. CHANGES IN SHARE CAPITAL There were no changes in the Share Capital of the Company during the year. Disclosure regarding Issue of Equity Shares with Differential Rights During the year under review the Company has not issued Shares with Differential Rights. Disclosure regarding issue of Employee Stock Options During the year under review the Company has not issued Shares Employee Stock Options. Disclosure regarding issue of Sweat Equity Shares During the year under review the Company has not issued Sweat Equity Shares. 8. CAPITAL INVESTMENTS There were no capital Investments during the year 2014-2015. 9. BOARD MEETINGS The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. During the year under review 4 (Four) Meetings were held on 29th May 2014, 14th August 2014, 14th November 2014 and 14th February 2015. The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal. The details of other Committee Meetings during the year 2014-2015 are given in the Corporate Governance Report. 10. DIRECTORS AND KEY MANANGERIAL PERSONNEL Ms. Chhanda Deshpande, Director (DIN: 00225546), retires by rotation, as per the Companies Act, 2013 and being eligible, offers herself for re-appointment. 11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). 12. COMPOSITION OF AUDIT COMMITTEE As on 31st March 2015, the Audit Committee of the Company consists of three (3) Non-Executive Independent Directors and all of them have financial and accounting knowledge. The Board has accepted the recommendations of the Audit Committee during the year under review. The Audit Committee consists of the following: a) Mr. U Divakaran Chairman b) Mr. S P Satish Member c) Mr. Vinay L Deshpande Member 13. NOMINATION AND REMUNERATION COMMITTEE POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and for other employees and their remuneration. The Composition, criteria for selection of Directors and the Terms of Reference of the Nomination and Remuneration Committee is stated in the Corporate Governance Report. The Nomination and Remuneration Committee consists of the following: a) Mr. U Divakaran Chairman b) Mr. S P Satish Member c) Mr. Vinay L Deshpande Member 14. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has established an effective vigil mechanism (for directors and employees to report genuine concerns) pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement which is available on website of the Company and there were no cases reported during the last period. 15. DIRECTORS'' RESPONSIBILITY STATEMENT In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had 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 profit and loss of the company for that period; c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the directors had prepared the annual accounts on a going concern basis; and e. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 16. EXTRACT OF ANNUAL RETURN As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is attached as Annexure I. 17. INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/JV Financial performance of the Subsidiary/Associates referred to in Section 129 of the Companies Act, 2013 in Form AOC-1 is annexed to this Report as Annexure II. 18. AUDITORS The Auditors, Messrs Ishwar & Gopal, Chartered Accountants, Bangalore (registered with ICAI membership number 021748), retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of 3 years from the conclusion of this Annual General Meeting till the conclusion of 26th Annual General Meeting. The Company has received a Certificate under Section 141 of the Companies Act, 2013 from them that their appointment would be within the limits specified therein. QUALIFICATIONS IN THE AUDIT REPORT AND EXPLANATIONS BY THE BOARD Sl. Qualifications made by Explanations by the Board No. Statutory Auditor a. The entire net worth of the The Company is continuously Company has been eroded. However making efforts to ramp up the Company is continuing to its scale of operations to prepare accounts under going generate profit and concern concept. regain positive net worth. b. Provision for retirement In view of the few employees, benefits in the form of the Company followed the policy gratuity and leave encashment of accounting gratuity and has been made on estimated leave salary liability on basis instead of on an actuarial estimated basis instead of valuation as on the balance actuarial valuation. sheet date in accordance with Accounting Standard (AS)-15 (revised) on ''Employee Benefits (refer note no. 24.60) in respect of the Holding Company. The impact of the above on the ''loss'' for the year is unascertained. c. Gratuity and leave salary which In view of the few employees, have been provided on estimated the Company followed the basis instead of actuarial basis; policy of accounting gratuity and leave salary liability on estimated basis instead of actuarial valuation. 19. SECRETARIAL AUDITOR Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Parameshwar G Bhat, Bangalore, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor in the form of MR-3 is annexed to this Report as Annexure III. QUALIFICATIONS IN THE SECREATARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD Sl. Qualifications made by Explanations by the Board No. Secretarial Auditor a. Acknowledgements for sending the The notice and agenda for the notices of the Meetings of the Board and Committee meetings Board and the Committees are not are sent by email. The Company maintained by the Company. will ensure to maintain the acknowledgements for sending the notices of the Meetings of the Board and the Committees. b. Updating of website with regard The Company will take to various policies are pending. necessary steps to update Website with regard to various policies which are pending. c. Copy of newspaper clippings of The Company will take advertisements informing the necessary steps to comply Board Meeting and AGM and the with the same. quarterly results are not available for review. d. The Company has not appointed The Company initiated the Company Secretary (CS) during process of finding suitable the year under scrutiny. candidates, but due to the Company''s financial position the Company is not in a position to afford the remuneration expected by the Company Secretary. However, Company will take necessary steps for comply with the requirements of law. e. The Company has not appointed The Company initiated the Chief Financial Officer (CFO) process of finding suitable during the year under scrutiny. candidates but due to the Company''s financial position the Company is not in a position to afford the remuneration expected by the CFO. However, Company will take necessary steps for comply with the requirements of law. f. The Company has not maintained The Company will take necessary the attendance register for steps to maintain the Board and Committee meetings. attendance register for Board and Committee meetings. g. Statutory Register as per The Company will take necessary Companies Act, 2013 is yet steps to update Statutory to be updated. Register as per Companies Act, 2013. h. The Company has not appointed Since there is no business and Internal Auditor during the revenue in the last financial year under scrutiny. year, the Company is not in a position to appoint the Internal Auditor. However, Company will take necessary steps for comply with the requirements of law. i. The terms of appointment of Since the Company does not have Mr. Vinay L Deshpande as the revenue, it was decided not Managing Director and Mrs. to appoint the Managing Chhanda Deshpande as Whole Time Director or Whole Time Director Director expired on June 2014. for the Company to save any The re-appointment of Mr. Vinay additional cost to the Company. L Deshpande as Managing However, Company will take Director and Mrs. Chhanda necessary steps to comply with Deshpande as Whole Time Director the requirements of law. were not taken up by the Company. j. Constitution of Nomination and The Company does not have Remuneration Committee is not in sufficient number of non compliance with Section 178 of executive Directors to comply the Companies Act, 2013. with Section 178 of the Companies Act. Since Mr. Vinay L Deshpande and Mrs. Chhanda Deshpande are not drawing any remuneration from the Company and are not re-appointed as Managing Director or Whole Time Director respectively, they may be treated as non Executive Directors. 20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO (A) Conservation of Energy Steps taken / impact on The Company''s operations are not conservation of energy. power intensive. Nevertheless, your Company has introduced various measures to conserve and minimize the use of energy wherever it is possible. (i) Steps taken by the company Nil for utilizing alternate sources of energy including waste generated. (ii) Capital investment on Not Applicable energy conservation equipment. Total energy consumption and Not Applicable energy consumption per unit of production as per Form A. (B) Technology Absorption Efforts in brief, made towards Nil technology absorption, adaptation and innovation Benefits derived as a result Not Applicable of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished: Technology imported Not Applicable Year of Import Not Applicable Has technology been fully Not Applicable absorbed If not fully absorbed, areas Not Applicable where this has not taken place, reasons therefore and future plan of action (C) Research and Development (R & D) Specific areas in which R & D The Company has not carried out carried out by the company any research and development work during the course of the year. Benefits derived as a result Not Applicable of the above R & D Future plan of action Not Applicable Expenditure on R & D (a) Capital Nil (b) Recurring Nil (c) Total Nil (d) Total R & D expenditure as Nil a percentage of total turnover (D) Foreign Exchange Earnings and Outgo Activities relating to exports Not Applicable Initiatives taken to increase exports Not Applicable Development of new export markets for products and Not Applicable services Export plans Not Applicable Total Exchange used (Cash basis) As on 31st March 2014: Nil Total Foreign Exchange Earned As on 31st March 2014: Nil (Accrual Basis) 21. RATIO OF REMUNERATION TO EACH DIRECTOR The Company had 5 employees as of 31st March 2015. Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 (1) (2) (3) of the Companies (Appointment and Remuneration) Rules, 2014, details/disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration is annexed to this report as Annexure IV. There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than sixty lakhs rupees per financial year or five lakh rupees per month as the case may be. Therefore statement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the members and is not attached to the Annual Report. 22. DEPOSITS Your Company has not invited/accepted/renewed any deposits from public as defined under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 and accordingly, there were no deposits which were due for repayment on or before 31st March 2015. 23. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS No order was passed by any court or regulator or tribunal during the period under review which impacts going concern status of the Company. 24. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company continued to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your Company''s management at all levels of the organization. The Audit Committee, which meets at-least four times a year, actively reviews internal control systems as well as financial disclosures with adequate participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors. 25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS During the year under review, the Company has not given any Loan, Guarantees or made Investments within the meaning of Section 186 of the Companies Act, 2013. 26. RISK MANAGEMENT POLICY The Company has not yet formulated a Risk Management Policy and has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and undertakes periodical review to ensure that executive management controls risk by means of a properly designed framework. 27. CORPORATE SOCIAL RESPONSIBILTY POLICY Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act read with the Companies (Accounts) Rules, 2015, this clause is not applicable. 28. RELATED PARTY TRANSACTIONS There were no related party transactions during the year 2014-2015. 29. FORMAL ANNUAL 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 Audit, Nomination & Remuneration and Compliance Committees. 30. MANAGEMENT DISCUSSION AND ANALYSIS As requisite and appropriate Management Discussion & Analysis is covered under this Report itself, a separate note on the same is not being furnished. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. 31. LISTING WITH STOCK EXCHANGES The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to NSE and BSE where the Company''s Shares are listed. 32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is attached to this report as Annexure V. Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report. 33. EVENT BASED DISCLOSURES Due to certain alleged Income Tax claim, despite receiving an order from the Appellate Tribunal in favour of the Company, the Tax Authorities issued a demand notice and stopped the Company from operating the Bank Account which is now being followed up. 34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Your Company did not engage any women employee during the tear under review. 35. ACKNOWLEDGEMENTS The Directors wishes to place on record their appreciation for the sincere and dedicated efforts of all employees. Your Directors would also like to thank the Shareholders, Bankers and other Business associates for their sustained support, patronage and cooperation. For and on behalf of Encore Software Limited Place: Bangalore Vinay L Deshpande Chhanda Deshpande Date: 14th August 2015 Director Director DIN:00225502 DIN:00225546

Director’s Report