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तकशील सॉल्यूशंस निदेशकों की रिपोर्ट, तकशील सॉल्यूशंस निर्देशकों द्वारा रिपोर्ट

तकशील सॉल्यूशंस

बीएसई: 533639  |  NSE: TAKSHEEL  |  ISIN: INE889I01011  |  Computers - Software Medium & Small

खोजें तकशील सॉल्यूशंस कनेक्शन
निदेशकों की रिपोर्ट वर्षांत : Mar '12
To The Members,
 
 The Directors have pleasure in presenting the THIRTEENTH ANNUAL REPORT
 on the business and operations of the Company together with the Audited
 Accounts for the year ended 31st March 2012.The Revenues of the Company
 was Rs. 172.14 Crores during the year under review.
 
 FINANCIAL PERFORMANCE
 
 A summary of the financial performance of your Company for the
 Financial year ended March 31, 2012 is as under:
 
                                                        (Rs. In Lakhs)
 
 Sr. 
 No. Particulars                                  2011-12      2010-11
 
 1.  Revenue from operations                     17214.51     14726.37
 
 2.  Expenses                                    15488.00     11763.03
 
 3.  EBIDTA                                       1726.51      2963.34
 
 4.  Depreciation & Amortization                     7.31         6.95
 
 5.  Finance Charges                               309.58        80.57
 
 6.  Other Income                                  255.07      (134.22)
 
 7.  Profit from ordinary activities Before Tax   1664.69      2741.60
 
 8.  Provision for Tax                             330.98            -
 
 9.  Profit After Tax                             1333.71      2741.60
 
 REVIEW OF OPERATIONS
 
 The Revenue of our Company in the Financial Year 2011-12 was Rs. 17214.51
 Lacs as compared to Rs. 14726.37 Lacs in the Financial Year 2010-11. On
 an annualized basis, there has been increase of 16.89 % in the
 Financial Year 2011-12.
 
 The PBT of our company has decreased from Rs. 2741.60 Lacs in the FY
 2010-11 to Rs. 1664.69 Lacs in the FY 2011-12. The Profit before Tax as
 percentage of Sales has decreased to 9.67% as compared to 18.62% in
 previous year. During the financial year 2011-12, the company has
 experienced a stable growth in top line with decrease in margins due to
 increasing costs because of depreciation of rupee vis-a-vis US dollar,
 increased competition and other global macro economic variables
 influencing global markets scenario.
 
 A detailed discussion on the results of the operations and the
 financial position is included in the Management Discussion and
 Analysis Report section placed at Annexure - II.
 
 UTILIZATION OF FUNDS THROUGH IPO / FUTURE PLANS
 
 The Company has raised funds from the public through IPO in the year
 under review . The Company had issued Prospectus dated 10th
 0ctober,2011 for raising funds through the Initial Public
 Offer(IPO)/Issue of equity shares. Accordingly, the Company had made
 the IPO through 100% Book building route and raised Rs. 8250 Lacs by
 issuing 55,00,000 Equity Shares of Rs. 10 each of the Company for cash at
 a price of Rs. 150 per Equity share(including Securities Premium of Rs. 140
 per Equity share).The total proceeds of IPO were planned with certain
 objects ,as more particularly stated and described under section titled
 ''Objects of the Issue'' on Page 36 of the Prospectus, as were
 considered appropriate and necessary by the management at that point of
 time and as detailed hereunder:-
 
 S.
 No. Particluars                   Planned 
                                   as per      Utilization
                                               upto           Balance
                                                              pending
                                   prospectus  31 March, 
                                               2012           Utilisation
                                                              Variations
 
 1   Setting up a new SEZ 
     development center at 
     Hyderabad                        914.83         -          914.83
 
 2   Setting up a new SEZ 
     development center at Warangal   865.64         -          865.64
 
 3   Acquisition and other 
     strategic initiatives          2,200.00         -        2,200.00
 
 4   Financing Incremental  
     working capital                1,280.00  1,032.73          247.27
 
 5   General Corporate Purpose      2,411.18  3,956.00       (1,544.82)
 
 6   Public Issue Expenses            578.35    406.28          172.07
 
 7   Investments (ICDs and
     Fixed Deposits)                       -  2,800.00       (2,800.00)
 
 8   Balance with Banks                    -     54.99          (54.99)
 
     Total                          8,250.00  8,250.00
 
 The company has utilized Rs. 2300.00 lakhs of investments as above for
 acquisition of GRC business of Rs. 2400.00laks in May 2012. There are
 deviations in utilization of funds as explained as above due to shift
 in focus and other prudent financial considerations.
 
 The equity shares of the Company got listed and admitted to dealings on
 the Bombay Stock Exchange Ltd and National Stock Exchange Ltd with
 effect from 19th October,2011. The issued, subscribed and paid up
 equity share capital of your company as on March 31, 2012 stood at Rs.
 218,521,070/- comprising of 21,852,107 equity shares of Rs. 10/- each.
 
 The Company already has presence in India and US. We propose to expand
 our operations in Asia-Pacific markets and Middle Eastern countries.
 
 SEBI''s AD INTERIM ORDER dated 28th December, 2011
 
 SEBI issued an ad interim ex-parte order dated 28th December 2011. Your
 company filed a response to the SEBI order vide its letter dated 4th
 Jan,2012. Subsequently, the Company has filed its detailed reply on12th
 September, 2012. The matter is pending.
 
 STRATEGIC ACQUISITIONS AND DEVELOPMENTS
 
 We have acquired GRC (Governing,Risk and Compliance) business in May
 2012 as it supplements and supports existing business of Wealth
 Management Solutions and provides synergestic advantages through
 seamless integration.
 
 We will continue to explore opportunities for acquisitions or joint
 ventures or alliances that leverage on the existing service offerings,
 cater to new client relationships or give us a presence in
 complementary markets.
 
 WARANGAL DEVELOPMENT CENTER
 
 Company has operationalised a development center at Warangal, a tier II
 city.The company could provide employment to nearly 100 people.
 Further, expansion of facilities at the center are on the anvil.
 
 DIVIDEND
 
 Your Directors recommend no dividend for the year under consideration.
 In order to conserve the capital base to meet the increased business
 operations of the company and to conserve cash outgo, the Board
 recommends that it would be in the best interests of the Shareholders
 of the Company that the distributable/disposable profits of the Company
 for the year be retained/ ploughed back into business for huge
 expansion plans.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 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, as amended, the details of
 stock options under IBSS Techno Park Pvt Ltd ESOS ,2006 are as under :
 
                             equity shares of face value Rs.10/- each 
 
 Approved options           -       8,00,000
 
 Options granted            -       3,20,000
 
 Options lapsed             -       2,70,000
 
 Options exercised          -            Nil.
 
 Total Number of options 
 in force                   -         50,000
 
 CORPORATE GOVERNANCE
 
 Your Company is committed to good corporate governance practices.The
 Company''s philosophy on Corporate Governance is included under the
 Annexure I to this Report as per clause 49 of the Listing Agreement.
 
 MANAGEMENT DISCUSSION AND ANALYSIS OUTLOOK AND NEW INITIATIVES
 
 Management Discussion and Analysis as stipulated in Clause 49 of the
 Listing Agreement is included under Annexure II to this Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 In terms of provisions of Section 217(2AA) of the Companies Act, 1956
 as amended your Directors confirm that:
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed ;
 
 2.  They have, in the selection of the Accounting Policies, consulted
 the Statutory and Internal Auditors and have applied them consistently
 and made judgments and estimates that are reasonable and prudent so as
 to give true and fair view of the state of affairs for the Company at
 the end of the profit and Loss of the Company for that period;
 
 3.  They have taken proper and sufficient care to the best of their
 knowledge and ability 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;
 
 4.  They have prepared the annual accounts on a ''going concern''
 basis.
 
 REPLY TO AUDITOR''S OBSERVATIONS PURSUANT TO SEC 217(3) OF THE
 COMPANIES ACT,1956
 
 The Board has duly reviewed the qualifications by auditor in its
 Auditor''s Report vide clause 3 and annexure to the auditors'' report
 vide clause XX pertaining to Note No. 34(a),(b),(c) and (d) of notes to
 financial statements as below:
 
 - a) Relating to Utilization of IPO Proceeds:
 
 - The company has raised an amount of Rs. 82,50,00,000/- through
 Initial Public Offer (IPO) which was subscribed by the public between
 29-09-2011 to 04-10-2011. On the receipts of such IPO proceeds, company
 was under an obligation to utilize the proceeds as per the prospectus
 filed before SEBI. The SEBI had carried out an Investigation on the
 issue of utilization of IPO proceeds. During the course of
 investigation, the SEBI has come to a prima facie conclusion that the
 proceeds of the IPO were utilized for the objects other than the
 objects mentioned in the Prospectus.
 
 - b) SEBI Order relating to Operative Instructions :
 
 - Vide Order No. WTM/PS/IVD/ID8/43/Dec/2011 dated 28th December,
 2011, SEBI has directed the company and directors in the following
 ways:
 
 - (i) The Company is prohibited from raising any further capital, in
 any manner whatsoever, till further directions.
 
 - (ii) The Company and its directors are prohibited from buying,
 selling or dealing in securities in any manner whatsoever, till further
 directions.
 
 - c) SEBI Order relating to Calling back of IPO funds:
 
 - Vide Order No. WTM/PS/IVD/ID8/43/Dec/2011 dated 28th December,
 2011, SEBI has directed the company in the following ways:
 
 - a) To call back the ICD placed with Silverpoint Infratech Limited
 amounting to Rs. 23 Crores and place the proceeds in an interest bearing
 escrow bank account opened with a scheduled commercial bank, till
 further directions.
 
 - b) Proceeds of IPO invested by the company in the India bulls
 Mutual Fund-Liquid Fund; amounting to Rs. 5 Crores; shall also be
 redeemed and transferred to the said escrow account, till further
 directions.
 
 - c) In addition, the Company shall deposit the proceeds of IPO still
 remaining with it; as on the date of this Order; in the said escrow
 account, till further directions. The confirmation for the same should
 be given to stock exchanges where the company is listed; within 7days
 from the date of this Order.
 
 - d) SEBI Vide Order No. WTM/PS/IVD/ID8/43/Dec/2011 dated 28th
 December, 2011 has made certain observations on matters relating to
 disclosures etc.
 
 The company has filed its reply to SEBI Order No.
 WTM/PS/IVD/ID8/43/Dec/2011 dated 28th December, 2011 on 04th January
 2012 by stating its stand to the SEBI Order. Subsequently, the company
 has filed its detailed reply on 12th September, 2012 by submitting its
 clarifications/explanations to the SEBI order.
 
 The matter is pending and the company is expecting a favourable outcome
 in the matter.
 
 FIXED DEPOSITS
 
 During the period under review, your Company has not accepted any
 Deposits within the meaning of Section 58A of the Companies Act, 1956,
 and the rules framed thereunder.
 
 DIRECTORS
 
 During the year under review Mr. N V Ramana, Mr.Vijay Kumar Devarakonda
 and Mr.Pramod Chada resigned as directors w.e.f. February 13, 2012. The
 Company places on record its appreciation for the excellent services
 rendered by the directors during their tenure.
 
 Mr. Narender Sirumalla and Mr.Ravi Kumar Bijjala were appointed as
 additional directors w.e.f from 13th February,2012 and they were
 regularized in Extra ordinary General Meeting held on 21st March 2012.
 
 In accordance with the provisions of Section 256 of the Companies Act,
 1956 and the Articles of Association of the Company, Mr. Ramaswamy
 Kuchana, director of the Company, retires by rotation at the ensuing
 Annual General Meeting and being eligible, offer himself for
 re-appointment.
 
 STATUTORY AUDITORS
 
 P.Murali & Co., Chartered Accountants, the retiring Statutory Auditors
 of your Company expressed their willingness to continue as Statutory
 Auditors, if re-appointed at the ensuing Annual General Meeting to hold
 the office until the conclusion of the next Annual General Meeting. The
 Company has received from the Statutory Auditors a certificate to this
 effect that their appointment if made, would be within the prescribed
 limit under Section 224 (1B) of the Companies Act, 1956.
 
 PARTICULARS OF EMPLOYEES
 
 No employees are covered under Section 217(2A) of the Companies Act,
 1956 read with Companies (Particulars of Employees) Rules 1975.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUT GO
 
 The Information required under Section 217 (1)(e) of the Companies Act,
 1956 read with Companies (Disclosure of particulars in the Report of
 Board of Directors)Rules, 1988 regarding conservation of Energy,
 technology absorption and foreign Exchange earnings and outgo is set
 out in Annexure III annexed hereto and forms part of this Report.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to express their gratitude for the continuous
 support and assistance received from investors, Customers, Vendors,
 bankers, all Statutory, Regulatory and Government authorities during
 the year. Your Directors further place on record their appreciation for
 the significant contribution made by the employees at all levels and of
 their competence, perseverance, and hard work that have enabled the
 Company to cross new milestones on a continual basis.
 
                                     For and on behalf of the Board
  
                                                              Sd/-
 
 Date: 12.11.2012                               Pavan Kumar Kuchana
 
 Place: Hyderabad                      Chairman & Managing Director
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `335 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `2409 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `4293 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `1664 Cr की खरीदारी
  • MARKET CUES : इंडेक्स ऑप्शंस में `1753 Cr की खरीदारी
  • MARKET CUES : स्टॉक फ्यूचर्स में `912 Cr की खरीदारी
  • MARKET CUES : स्टॉक ऑप्शंस में `36 Cr की बिकवाली
  • JEFFERIES ON SUN PHARMA : BUY रेटिंग, लक्ष्य बढ़ाकर `530/Sh
  • CS ON SUN PHARMA : Neutral रेटिंग, लक्ष्य `400/Sh
  • CLSA ON SUN PHARMA : BUY रेटिंग, लक्ष्य घटाकर `560/Sh

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