DIRECTORS REPORT
The Members of
Omnitech infoSolutions Limited
Your Directors have pleasure in presenting the 24th Annual Report together
with the audited accounts of the company for the year ended 31st March 2014.
I. FINANCIAL HIGHLIGHTS:
The Performance of the Company for the financial year ended March 31, 2014 is
summarised below:
|
|
Rs. In lacs) |
| PARTICULARS |
2013-14 |
2012-13 |
| Income from Operations |
19131.15 |
44938.80 |
| Profit before Interest, Depreciation and Tax (PBIDT) |
|
11547.94 |
| Interest including finance expenses |
3103.50 |
2658.04 |
| Depreciation |
6244.34 |
5329.22 |
| Profit before Tax (PBT) |
-13587.02 |
3560.68 |
| Provision for Taxation including FBT & Deferred Tax |
1061.10 |
1691.02 |
| Profit after Tax (PAT) |
-14648.12 |
1869.66 |
| Balance brought forward from previous year |
20813.07 |
19301.77 |
| Transfer back of amount appropriated for Dividend and Dividend Tax |
263.36 |
|
| Amount Available for Appropriation |
6428.31 |
21171.43 |
| Appropriations: |
|
|
| Proposed Dividend |
- |
225.03 |
| Dividend Tax |
- |
38.33 |
| General Reserve |
- |
95.00 |
| Balance Carried Forward to Balance Sheet |
6428.31 |
19301.78 |
II. REVIEW OF PERFORMANCE
a. Operating Results:
During the Year, your Company achieved Income from Operations amounting to Rs.19131.15
lacs as compared to Rs. 44938.90 lacs in the previous year thereby recording an decrease
of 57.42%. The Net Loss after tax for the year was Rs. 14648.12 lacs as compared to a Net
Profit after tax of Rs. 1869.66 lacs in the previous year.
Last year has been very challenging for Your Company, due to economic slowdown, global
uncertainty, competition and rising interest costs and also due to our subsidiaries in
Europe and Asia facing the similar challenges.
Your Company has been able to make an agreement with its lending banks to restructure
its borrowings through Corporate Debt Restructuring Mechanism (CDR) in such a way, which
is needed to restore the normalcy in business and come out of this challenging phase. Your
company hopes to have the CDR implemented during the year 2014-15.
b. Financing Cost:
The Finance Cost has increased by Rs 445.45 lacs as compared to the previous year,
which is mainly due to raising of additional working capital facility.
III. DIVIDEND
Your Board of Directors recommends no dividend for the year 2013-14.
IV. FIXED DEPOSITS
Your company accepted deposits from the public during the year.
V. SUBSIDIARY COMPANIES
The Company has the following 4 subsidiaries as on 31st March, 2014.
• Omnitech Technologies Inc. USA
• Europe Omnitech Technology Services B.V., Netherlands
• Omnitech Services Pte. Ltd., Singapore
• Omnitech (Singapore) Holding Pte Ltd, Singapore
The Company has the following 4 step down subsidiaries as on 31st March, 2014.
1. Avensus Nederland B.V
2. Omnitech (UK) Technologies Ltd
3. Omnitech Services Limited, Hongkong
4. Omnitech Services Japan Co. Ltd.
5. Omnitech Australia Pty Ltd.
As required under the provisions of Section 212 of the Companies Act, 1956, a statement
showing the holding companys interest in the subsidiary companies forms part of the
Annual Report.
VI. CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in presenting Consolidated Financial Statements which form
part of the Annual Report. However, since there has not been any operation in Omnitech
(Singapore) Holding Pte Ltd, Singapore, Omnitech (UK) Technologies Ltd. During the
Financial Year 2013-14, its accounts have not been considered for consolidation.
VII. QUALITY
Your company recognizes quality as an important differentiator in industry. Therefore,
it has well defined stringent quality standards with customer focus and management
commitment and involvement across hierarchies. Your company has been certified for ISO
9001:2008 ISO 20000:2005, ISO 27001:2005 and BS 25999:2007. These certifications reflect
that your Company has well defined Quality processes and procedures in place, which lead
to total customer satisfaction as regards Quality Management.
Quality Policy: "To achieve business leadership in IT solutions and services
through customer loyalty, satisfaction & trust, integrating innovative technology,
quality processes, secured information, resilient infrastructure & trained manpower
supported by effective customer relationship & efficient services."
VIII. HUMAN RESOURCES
Your company employed a total of 151 employees as on 31st March, 2014. Due
to scaling down of business as enumerated under Review of Performance, the manpower has
drastically gone down as compared to last year. However, your Company will continue to
strive hard to scale up the business, thereby hiring and nurturing the professionals.
While the work culture emphasizes leadership through teamwork, your Company stresses
individual growth through innovation as your Company believes that progress is a dynamic
process that continually throws up challenges demanding innovative solutions from creative
thinkers.
Your Companys personnel policies are hence aimed at nurturing the professional growth
of employees by providing a stimulating work environment, a variety of challenges, and a
host of material rewards.
IX. CORPORATE GOVERNANCE
A report on Corporate Governance along with Auditors certificate on compliance with
the conditions of Corporate Governance as stipulated in clause 49 of the listing
agreement, is provided elsewhere in the Annual report.
X. CORPORATE SOCIAL RESPONSIBILITY
Your Company believes that society is one of its important stakeholders and approaches
its social responsibility as a corporate citizen. Reaffirming its role as a contributing
member of the social and economic milieu it occupies, the Company aligns its business
operations with social values. As a responsible corporate citizen, the Company is
committed to extend its hand to the under privileged in areas of education, healthcare,
etc.
XI DIRECTORS
In terms of the Articles of Association of your Company and relevant provisions of the
Companies Act, 2013 and rules made thereunder, Mr. Devarshi D. Buch retire at the
forthcoming Annual General Meeting and being eligible, offer themselves for
re-appointment. Further, pursuant to the provisions of Section 149,150,152 read with
Schedule IV of the Companies Act, 2013 and clause 49 of listing agreement, Mr. Vasudeva V.
Kamath, Dr. Ram K. Mangal and Dr. Kalimohan Bhattacharya are proposed to be appointed as
Non-executive Independent Directors, not liable to retire by rotation at the ensuing
Annual General Meeting.
Brief Resume of the Directors proposed to be reappointed, nature of their expertise in
specific functional areas, the names of the Companies in which they hold Directorships
& memberships/chairmanships of Board Committees and their shareholdings in the
Company, as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges
in India, are provided in the Notice of Annual General Meeting.
XII. AUDITORS REPORT
The observations made in the Auditors report are self-explanatory and therefore do not
call for any further comments under Section 217(3) of the Companies Act, 1956.
Your Directors request you to appoint Auditors for the Financial Year 2014-15. In this
regard, attention of the Members is invited to Item 3 of the accompanying Notice convening
forthcoming Annual General Meeting.
XIII. STATUTORY INFORMATION
The particulars relating to energy conservation, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under section 217(l)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of continued Particulars in the
Report of Board of Directors) Rules, 1988, are set out in the Annexure A included
in this report.
As required by the provisions of Section 217 (2A) of the Companies Act, 1956 as
amended, read with the Companies (Particulars of Employees) Rules, 1975, the names and
other particulars of the employees are set out in the Annexure B to this Report
As required by SEBI (ESOP & ESOS) Guidelines, 1999, the relevant disclosure is set
out in the Annexure C to this report.
XIV. DIRECTORS RESPONSIBILITY STATEMENT
Based on representations from the Management, the Directors state, in pursuance of
Section 217 (2AA) of the Companies Act, 1956, that:
i) the Company has, in the preparation of the annual accounts for the year ended 31st
March 2014, followed the applicable accounting standards along with proper explanations
relating to material departures, if any;
ii) the Directors have 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 as at 31st March 2014 and of the profit
of the Company for the financial year ended 31st March 2014;
iii) the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
and
iv) the Directors have prepared the annual accounts on a going concern basis.
XV. ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank all the Shareholders, Customers, Vendors,
Bankers, and Regulatory & Government Authorities for the strong support that
they have continued to extend to your Company.
The Board also takes this opportunity to place on record its appreciation of the
outstanding performance and dedication of your Companys employees at all levels, without
whose commitment the achievement of results as indicated above could not have been
possible.
|
By Order of the Board of Directors |
|
Omnitech InfoSolutions Limited |
|
Sd/- |
Sd/- |
| Place: Mumbai |
(Atul Hemani) |
(Avinash Pitale) |
| Date: 28th May, 2014 |
Managing Director & CEO |
Jt. Managing Director |
+91-9892691696
