dhanus technologies ltd Management discussions


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENT

Industry segment, in which the Company operated in, at the beginning of the financial year 2011, can be classified into four segments:

A. Global Calling Cards and Mobile SIM Cards

B. IT-ITes and BPO Industry

C. Fleet Tracking System

D. Trading Activities

A. Global Calling Cards & Mobile SIM Cards

Global calling cards allows a user to make long distance and international calls at cheaper rate. It is a card with a balance amount specified and the balance amount and available talk time keeps on reducing on the basis of usage. The cards can be used with phone of any service provider and in most cases the customer would not incur any local call charges. Prepaid cards means that the end-customer purchases the cards by paying for them in full and the minutes on the cards are decremented upon usage.

A Subscriber Identity Module (SIM) on a removable SIM card securely stores the service-subscriber key (IMSI) used to identify a subscriber on mobile telephony devices (such as computers and mobile phones). The SIM card allows users to change phones by simply removing the SIM card from one mobile phone and inserting it into another mobile phone or broadband telephony device.

SIM card contains its unique serial number, international unique number of the mobile user (IMSI), security authentication and ciphering information, temporary information related to the local network (also temporary local id that has been issued to the user), list of the services the user has access to and two passwords (regular PIN and unblocking PUK).

Internet Protocol (IP) phones

It is a class of products that allows users to speak over an IP network, such as the internet or an intranet. Its benefit is that it is very cost effective and all calls are free; all the user pays for is the IP phone software. Internet phone, web phone, and televox are examples. IP telephony (Internet Protocol telephony) is a general term for the technologies that use the IPs packet-switched connections to exchange voice, fax, and other forms of information that have traditionally been carried over the dedicated circuit-switched connections of the public switched telephone network (PSTN). Using the Internet, calls travel as packets of data on shared lines, avoiding the tolls of the PSTN. The challenge in IP telephony is to deliver the voice, fax, or video packets in a dependable flow to the user. Much of IP telephony focuses on that challenge. IP telephony is an important part of the convergence of computers, telephones, and television into a single integrated information environment.

While internationally capable cell phones make calling home from abroad convenient, they are not always the most economical choice. For travelers looking for inexpensive alternatives, there are several options: new internet-based voice services, callback services and one of the most low-tech and low-cost options: prepaid calling cards.

B. IT - ITeS and BPO Industry

Business Process Outsourcing (BPO) is the delegation of one or more IT-intensive business processes to an external provider that in turn owns, administers and, manages the selected process based on defined and measurable performance criteria. BPO is one of the fastest growing segments of the Information Technology Enabled Services (ITES) industry.

The concept of outsourcing of business processes work to third-party providers has been a fast growing industry both in terms of volume and value. Companies seek BPO services to enhance their margins and consequently their revenues by managing growth at reduced risk levels. BPO provides the means to service an enterprises critical yet non-core functions at lower operating costs than would be incurred by performing the functions in-house.

It is the transfer of an organizations entire non-core but critical business process/function to an external vendor who uses an IT-based service delivery. By doing so, BPO helps an organization concentrate on its core competencies, improve efficiency, reduce cost and improve shareholders value. Though IT outsourcing has been happening for so many years, an increased momentum has been witnessed since the late 1990s due to the rise of Internet and Communication technologies. Several global giants from various industries have begun to realize the importance of BPO and have started outsourcing their non-core business functions. This has given rise to many specialized BPO vendors across the globe, with India being a major hub owing to its large computer-literate English-speaking population, low billing rates, strategically favourable time zone and high quality.

The BPO industry consists of businesses that depend entirely on repeat business for growth. The key factors that identify the capability of the Indians are that they have developed quality and adopted standards that permeate all business aspects.

Business Process Outsourcing - Industry Functional Processes

• Logistics

• Finance & Accounting

• Procurement

• Customer Care

• Training

• Sales and Marketing

• Product Engineering

• Human Resources

Growing competitive markets and the increasing demands for cost savings have made U.S. and other businesses in the developed world more amenable to consider BPO solutions that utilize strategic offshore resources. Although BPO firms still must convince their clients that the service provided from offshore will meet the quality level expectation without exposing the client to unnecessary risks; an increasing percentage of BPO work is being done from offshore locations that are able to meet the quality requirements, at measurably lower costs.

BPO industry giants have already established offshore service centers to manage some of their work. However, many companies lack the wherewithal to establish an offshore presence with the required assurance of continued quality. Many of these companies have recognized the need to establish alliances with BPO providers and have reached a decision to explore the potential of using reliable offshore service providers.

C. Telematics: FleeTrac

On account of increasing losses in this business, the Company has decided to review its business model, marketing structure and pricing strategies vis-a-vis the market and its competitors.

D. Trading Activities

On account of non-viability and continued losses in this business segment, the Company suspended its operations with effect from the beginning of the third quarter of 2011. The Company is however exploring opportunities to indulge in trading activities having scalability and also with healthy net margins.

OPPORTUNITIES AND THREATS

While there is ample scope for opportunities in this industry, there are also factors that could impact growth.

Opportunities

The Companys business opportunities are substantially high in various parts of the world wherever there is a perceptible presence of Indian diaspora. In spite of lacklustre performance during the year under review, the Company intends to leverage this opportunity in the following areas.

Telecards: V-Tel Global Calling Card

There was earlier a dramatic growth in Indians travelling abroad. The large diaspora of Indians who live and work abroad is another important market for the Company. Dhanus has been targeting these markets and expects to reverse the negative growth in this sector. However, there was a perceptible decline in the volume of travel during the last two years.

The USP of Dhanus product lies in the fact that Dhanus global calling cards are straight cards. What the customer pays for, he gets. The value for money concept, which a customer gets, would be a major determinant to increase the Companys penetration of these markets.

Teleservices/ITES/BPO Operations

It is pertinent to mention here that there prevails a strong anti-outsourcing sentiment in the US which has created an adverse impact in the volume of business that reaches India. Moreover, over the last couple of years, it has been seen that India has been losing perceptible business ground to emerging companies in the South-East Asia, more particularly Philippines which is shaping into a price-competitive market vis-a-vis India.

Threats

The IT and Telematics services industry faces several challenges that are not unique to Dhanus.

Global Competition

Major global players are establishing their own captive IT Service centers in India, thus shrinking market share for Indian service providers.

Margin Pressure

The cost of delivery is continuously rising due to labour and infrastructure components.

Availability of Talent

India is facing stiff competition from the likes of China, Eastern Europe and several Asia-Pacific countries. Despite not being high on maturation scale, these regions have the technology talent and are gaining on cost advantage over India.

India is facing severe shortage of mid to high-end talent requiring grass root investments in education and training. The U.S. immigration reforms and restrictions on skilled visa are hurting the industry.

SEGMENT WISE AND PRODUCT WISE PERFORMANCE

As the members are aware, the Company had four main lines of business. The sales contribution of these activities for the financial year ended 31st December, 2011 is as follows:

Sales/ Services of Dhanus Technologies Limited:

Business Segment Sales % of Total
Telecom 8,52,12,227 15.92
Fleetrac 3,15,08,090 5.89
BPO 5,72,94,072 10.70
Trading Activities 36,12,18,217 67.49
Total 53,52,32,606 100.00

Business Strategy

The goal of the Company is to be a company of substance in the Telecom & ITeS space and, build a brand that will enable the Company to deliver the most compelling value proposition to its customers and stakeholders over a reasonable period. A significant portion of the Companys growth stems from the expansion of existing client relationships. These relationships and the resulting opportunities did not continue to grow. The Company believes that tremendous growth opportunities exist within its business lines and the domain expertise it has obtained will enable the Company to compete effectively for this business. However, the financial year under review has had a not so impressive performance on account of loss of clients, inability to rope in new clients, employee attrition, ineffective marketing reach and inappropriate pricing strategies. To successfully execute its strategy and achieve its goals, the management believes in continuing to be proactive by concentrating on the following factors:

• Business process improvements.

• Strengthening its financial position.

• Maintain domain focus and expertise management.

• Have an inorganic growth path as well by pursuing acquisitions.

RISKS AND CONCERNS

The following risks are incurred:

• Exposures that fundamentally impact the competitive position of the industry in general or a company in particular.

• Exposures that primarily and directly impact the profitability.

• Exposures that primarily impact customer satisfaction and operational efficiency.

• Exposures that initially attract penalties and, subsequently, restrict flexibility of operations.

• Exposures that affect the credibility of the organization with stakeholders.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control procedures and systems commensurate with the nature and size of its business. The Companys internal control systems primarily cover aspects such as:

i. Operating parameters and various aspects relating to sales, services and customer support.

ii. Efficient use and protection of product and business rights.

iii. Accuracy and promptness of financial reporting.

iv. Compliance of laws and regulations.

The Company has well laid-out policy guidelines, structured authority levels and exhaustive budgetary control systems to ensure adequate internal control levels.

The Company has an internal Audit Department, commensurate with its size and nature of business, which periodically audits the office and stock points. This ensures that the system of recording and reporting, internal controls and checks, safeguarding and protection of assets, and remitting statutory dues in time are adequate and proper. The Internal Auditor reports to the Audit Committee.

The management and the Audit Committee of the Board review the findings and recommendations of the internal audit team and review periodically the adequacy of the internal control, internal audit and the management control systems, so as to be in line with changing requirements.

DISCUSSION OF FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Paid-up Share Capital

The Company had a paid-up capital share capital of Rs. 1794.26 lakhs comprising 1,79,42,630 equity shares of Rs. 10/-each as of December 31, 2010. The Company issued 15,00,00,000 convertible equity warrants to twenty select investors on February 21, 2011 after seeking the approval of the members in its Extra Ordinary General Meeting held on December 18, 2010. On receiving full consideration, the Company allotted 8,32,68,333 equity shares on March 31, 2011 and the balance 6,67,31,667 equity shares on July 9, 2011 by converting the warrants.

The Company decided to capitalize its reserves by issuing Bonus Shares in the ratio of 12:5 (i.e., twelve Bonus Shares for every five shares held by the existing shareholders as on the Record Date fixed). Subsequent to the allotment of 40,30,62,312 Bonus Shares, the paid-up capital of the Company stood at Rs. 57100.49 lakhs.

Reserves and Surplus

After capitalization of reserves for issue of Bonus Shares and adjustment of the loss of Rs. 1139.97 lakhs during the financial year ended December 31, 2011, the balance in reserves and surplus account has decreased to Rs. 528.41 lakhs as at December 31, 2011 from Rs. 26974.62 lakhs as at December 31, 2010.

Secured Loans

The Secured loans at the end of the current fiscal was Rs. 1145.08 lakhs as against Rs. 1291.92 lakhs as at the end of the previous fiscal.

Fixed Assets

There was no addition to the gross block during the financial ended December 31, 2011.

Depreciation

The Company provided a sum of Rs. 1771.48 lakhs as depreciation for the fiscal 2011 as against Rs. 3701.00 lakhs for the previous fiscal ended December 31, 2010 representing 33.10% and 31.02% of total revenues.

Investments

During the year, the Company has invested a sum of Rs. 13353.11 lakhs in various companies out of the funds received as consideration towards issue of equity warrants to the allottees of convertible equity warrants.

Inventories

The stock of V-Tel Cards and FleeTrac devices has increased to Rs. 6757.29 lakhs as on December 31, 2011 from Rs. 6591.71 lakhs as on December 31, 2010.

Trade Receivables

Trade Receivables amounted to Rs. 15746.30 lakhs for the year ended December 31, 2011 as compared to Rs. 13740.86 lakhs for the year ended December 31, 2010. These are considered good and realizable.

Cash and Bank Balances

Cash and Bank balances have decreased to Rs. 8.59 lakhs as on December 31, 2011 from Rs. 64.98 lakhs as on December 31, 2010.

Long-Term Loans and advances

As at December 31, 2011 December 31, 2010
Advances 3501.31 4100.31
Deposits 215.04 215.04

Advances are made for payments for Pins and communications for Telecards.

Trade Payables, Current Liabilities & Provisions

As at December 31, 2011 December 31, 2010
Trade Payables 8756.10 7666.64
Other Current Liabilities 2028.74 91.28
Taxation 1042.25 1031.53
Total 11827.09 8789.45

Trade payables represent trade creditors for the services rendered and goods supplied.

Total Revenue

The total revenue of the company has decreased substantially by 55.13% from Rs. 11929.77 lakhs in financial 2009-10 to Rs. 5352.33 lakhs during the financial year 2011.

Total Expenses

Total expenditure has decreased by 45.37% from Rs. 12077.69 lakhs in financial year 2009-10 to Rs. 6598.03 lakhs during the year 2011.

Operating Profit (EBIDTA)

The Operating Profit of the company has decreased by 81.77% (i.e., from Rs. 3983.75 lakhs in FY 2009-10 to Rs. 726.35

lakhs in FY 2011).

Profit / (Loss) before tax (PBT):

The Company reported a Loss before tax of Rs. 1232.96 lakhs in the financial year 2011 as compared to Loss before Tax of Rs. 147.84 lakhs in the previous year 2009-10.

Profit after Tax (PAT)

The Company reported a Loss after tax of Rs. 1139.97 lakhs in the financial year 2011 as compared to Rs. 100.89 lakhs in the previous financial year 2009-10.

Earnings per Share (EPS)

The Company has reported negative earnings per share of Rs. 0.46 in the financial year 2011 as compared to negative earnings per share of Rs. 0.37 in financial year 2009-10.

Related Party Transactions

The related party transactions are discussed in detail in the notes on accounts of the financial statements.

Strengths, Strategy & Competition

In light of the increasing competitive business environment, companies have become dependent on technology not only on day-to-day operations, but also as a strategic tool to enable them to re-engineer business processes, restructuring, regulatory and speed with the change emerging in technology areas. As systems continually become more complex and cost efficient, companies increasingly turn into external IT service providers to develop and implement new technologies and integrate them with existing applications in which a company may have made considerable investments.

Our strengths

The Company believes that the following are its principal competitive strengths, which differentiates it from other IT Solutions and BPO service providers:

i. Develop healthy Customer base and relationship:

The Company has the capability to develop a healthy customer base, which include companies that have demand for services in the telecommunications, health care, financial services, insurance sectors, mutual funds, medical transcriptions sector etc. The Company has had a long history of retaining clients, but also leverage on its existing relationships to source business from new clients. The Company has had a good track record earlier of retaining its client base.

In the BPO industry, the customers place great value on experience and existing relationships with providers when awarding business to BPO providers. The Company builds business clientele with whom the Company can enter into long-term business relationships, although the financial year 2011 showed decreased business levels.

The Company lays strong emphasis on customer service and satisfaction and has repeat customer business and referrals. The Company makes constant efforts to provide efficient service, fast turn-around-times, timely response, quality and integrity.

ii. Experienced Management Team:

The Companys management and employees are well qualified and bring substantial experience in the Companys business domain.

iii. Healthy Employee profile:

The Company has a typical flat organization structure, a multi-cultural setting right technological skill-sets, client-focused business approach and good work environment. The Company constantly strives to keep up the morale and work satisfaction levels of its employees.

iv. The Company has a multi-vendor service provider and enjoys good and long term relationships with its principals.

The Company has had strong relationship with most of its vendors and technology partners. The Company will attempt to leverage these relationships to provide its customers an optimal and cost efficient solution. Given its relationship with these technology partners, the Company is not dependent on a particular technology solution, thus improving its efficiency as a service provider.

Our Strategy

We seek to review our current years performance which failed to attain our corporate goals and objectives, review the areas of weakness in order to consolidate and re-attain our position as a leading global technology solutions company by successfully differentiating our service offerings and increasing the scale of our operations.

Our goal is to build enduring relationships with both existing and new clients. With existing clients, we aim to expand the nature and scope of our engagements by increasing the size and number of projects and extending the breadth of our service offerings. For new clients, we seek to provide value-added solutions by leveraging our in-depth industry expertise and expanding the breadth of services offered to them beyond those in the initial engagement. We manage first-time engagements by educating clients about the offshore model, taking on smaller projects to minimize client risk and demonstrating our superior execution capabilities. We plan to increase our recurring business with clients by providing software re-engineering, maintenance, and business process management services, which are long-term in nature and require frequent client contact.

Geographical expansion

We seek to selectively expand our national presence to enhance our ability to service clients. We plan to accomplish this by establishing new sales and marketing offices, representative offices across various states during the year to expand our geographical reach these regions to eventually support clients in the local market as well as our global clients.

Competition

The IT services market is highly competitive. Competitors include large global consulting firms, sub-division of large multinational technology firms. IT outsourcing firms, Indian IT services firms, software firms and in-house IT departments of large corporations. The increasing attractiveness of the Global Delivery Model is forcing the overseas-based competitors to expand their base in India. In the future we expect competition from firms establishing and building their offshore presence and firms in countries with lower personnel costs than those prevailing in India. However, we recognize that price alone cannot constitute sustainable competitive advantage. The competitors have also indulged in aggressive poaching of talent, especially for experienced IT professionals.

We believe that the principal competitive factors in our business include the ability to: Effectively integrate onsite execution capabilities to deliver seamless, scalable, cost-effective services; Increase scale and breadth of service offerings to provide one-stop solutions; Provide domain / industry expertise to clients business solutions; Attract and retain high quality technology professionals; and maintain financial strength to make strategic investments in human resources and physical infrastructure through business cycles. We believe we compete favorably with respect to these factors.

Material Developments in the Human Resources

One of the key focus areas for your Company is developing human capital. The Company could not continue to attract and retain talent of highest quality. The company is making effort to provide a challenging and exciting work environment by nurturing and mobilizing individual potential.

Cautionary Statement

Certain statements in this analysis concerning the Companys objectives, expectations, estimates, projections and future growth prospects are forward-looking statements which involve a number of presumption risks and uncertainties that could cause actual results to differ materially. The risks and uncertainties relating to these statements include, but are not limited to, fluctuations in earnings, intense competition in Information Technologies and information processing businesses including those factors which may affect our cost advantage and services in our key focus areas, disruptions in telecommunication networks, liability for damages on our service contracts, withdrawal of governmental fiscal incentives, political instability, legal restrictions on acquiring companies or having offices outside India, general economic conditions affecting our businesses over which the Company does not have any control.

For and on behalf of the Board of Directors
Place : Chennai Capt. D.S. Srinivasan A.D. Sudhindra
Dated: August 18, 2012 Managing Director Director