powersoft global solutions ltd Directors report
POWERSOFT GLOBAL SOLUTIONS LIMITED
ANNUAL REPORT 2009-2010
DIRECTORS REPORT
Dear Shareholders,
Your Directors take pleasure in presenting the Seventeenth Annual Report
together with the Audited Accounts of your Company for the Financial Period
ended March 31, 2010.
FINANCIAL RESULTS
Your Companys operating performance for the period ended March 31, 2010 as
compared to the previous financial period ended December 31, 2008, is
summarized below. The current financial period as well as previous
financial period is of fifteen months.
Particulars Powersoft Global Solutions Powersoft Global
Limited-Group (Consolidated) Solutions Limited
(Standalone)
2009-10 2007-08 2009-10 2007-08
Operating Income 4479.63 2359.94 1432.52 1974.55
Total Expenditure 3698.38 1740.80 1148.07 1437.74
Profit Before Depreciation 781.25 619.14 284.45 536.81
Less: Depreciation 220.51 130.77 155.04 120.08
Profit Before Tax 560.74 488.37 129.41 416.73
Less: Provision for Income Tax
including Deferred Tax Liability 113.17 162.56 40.19 132.08
Profit After Tax 447.57 325.81 89.22 284.65
Surplus Carried to Balance Sheet 447.57 325.81 89.22 284.65
Management Discussion & analysis:
Industry Development:
The fiscal year 2009-10 can be described as a year of economic turbulence.
The mortgage and financial crisis took over the global economy, followed by
unemployment, declining GDP and a weakened demand environment. The global
IT industry was also affected adversely by this turmoil.
Keeping this in mind, the Indian global sourcing industry is expected to
reach $ 175 bn in revenues by 2020. This will imply a slightly lower CAGR
of 13% and a decline in Indias share of global market from 51% to 40% in
2020. The India share decline may be reduced if substantial efforts are
made to reform education, enhance capacity, improve the business
environment, and reduce risks.
The clients are looking to their Indian IT service providers, not only to
reduce costs, but also to partner with them in these difficult times.
Looking beyond labor cost arbitrage benefits, they are seeking
transformative offerings with a stronger business case. The vendors are
also making focused investments in capability building across domains,
processes, and technologies to deliver enhanced value propositions to their
customers.
The Indian IT industry as whole is looking to diversify beyond its key
offerings and markets, and has been defining new business and pricing
models in order to ensure continued growth in revenues and net
profitability. At the same time, we are witnessing rapidly changing.
customer demands and expectations. Customers are also maintaining a
cautious approach while spending money on their IT requirements which has
resulted in drastically reduced technology related spending
Our Business
Your company operates in the following key disciplines:
The companys RFID division delivers solutions that match real-time supply
and demand to minimize waste and loss of productivity and maximize safety
and security across the global supply chain. Our breakthrough wireless
technology assures delivery of goods and services at the right time, right
amount, right place, right cost and right quality.
Our GIS division works with customers across the geospatial technology
lifecycle. We help customers use geospatial technology to improve the way
they do business. This division provide consulting, system design and
solution architecting, application development, system implementation and
integration to a global list of clients. For instance, we design, develop
and integrate applications that enable utilities and telcos to optimize
their network planning and provisioning, increase operational efficiency
and enhance customer service quality.
Our Engineering Services division represents more than four decades of
knowledge, expertise and project management Skills. The broad range of
experiences and knowledge we have provides us with an opportunity to help
our customers transform their businesses - and all of these at cost
effective prices. Our capabilities include: Computer Aided Design, Product
Design, Conceptual design, component design, assembly design, Interference
checks and tolerance analysis for components and assemblies, and 3D
Modeling.
Operations Review
Considering the turbulent business situation, your Company has achieved
stellar growth for the financial year ended March 31, 2010. Total revenues
of the Company grew to Rs. 4479.63 lakhs for 15 months period ended March
31, 2010 as compared to Rs. 2359.94 lakhs for 15 months period ended
December 31, 2008, a growth of 90%. Total net profit of the Company grew to
Rs. 447.58 lakhs for 15 months period ended March 31, 2010 as compared to
Rs. 325.81 lakhs for 15 months period ended December 31, 2008, a growth of
37%. In summary, all areas of the company recorded above average growth.
All this has been due to our resolve to face the unfavorable business
conditions with a strong business strategy and sharp focus on
profitability, ensuring us such high growth rates. This past year, we have
remained focused on retaining existing customers, increasing average
revenue per engagement, reducing operational costs, and increasing client
profitability. By improving internal business processes, investing in
extensive training for our people, and investing in systems infrastructure,
we have managed to reduce per employee cost as well as significantly
increased average employee productivity. Your Company at the same time
remained cautious with its capital expenditures to ensure optimum balance
of profitability and liquidity.
Subsidiary Companies
The Consolidated Results includes Powersoft Global Solutions Limited and
its Subsidiaries RFID Global Solutions Private Limited, PGSL Holdings
Private Limited, Exclusive Luxury Group (India) Private Limited &
Youngstars Media Private Limited.
The accounts of the said subsidiary companies have not been attached with
this Annual Report. As per the provisions of Section 212 of the Companies
Act, 1956 (hereinafter referred to as the Act), your Company is required
to attach the Directors Report, Balance Sheet, Profit and Loss Account and
other information of the subsidiaries to its Balance sheet. Your Directors
believe that the audited consolidated accounts present a full and fair
picture of the state of affairs and financial conditions of the Company and
its subsidiaries, as is done globally. Your Company had applied for an
approval under Section 212(8) of the Companies Act, 1956 from the
Department of Company Affairs, Ministry of Finance seeking exemption from
attaching the Accounts of subsidiary companies with the Annual Report of
Powersoft Global Solutions Limited and to provide the accounts in the same
manner as certified by overseas auditors where the subsidiary is situated.
The statement as required under Section 212 has been prepared on the
assumption that the Company would receive the approval and the same is
given as part of the consolidated accounts in the report. The consolidated
financial statements of the subsidiaries duly audited are presented along
with the accounts of your Company. The annual accounts of subsidiary
companies are kept at the Companys registered office and also at the
respective registered office of the subsidiaries for inspection and shall
be made available to the members seeking such information.
Technology and Quality Focus
In todays world, technology is witnessing rapid change. Since our
customers expect us to lead them through such change, we proactively &
continuously invest in developing technology building blocks and solution
frameworks which add value to our customers business. Your Company uses a
multi-pronged strategy for developing technology assets and to promote
highest quality focus. These technology initiatives are based on the trends
that seen in the different markets. These efforts help us in two ways;
gaining our customers trust & confidence; and attracting & retaining key
talent who see us as a more exciting place to work in.
Growth Strategy
Your Companys strength revolves around our ability to understand the
requirements of its clients and to continuously build the competencies and
capabilities to provide integrated solutions unique to client specific
needs and industry demands. Your Companys unique capabilities augmented by
a clear understanding of industry trends and deep knowledge of global
business models allows it to leverage strong partnerships,technology
innovations and talent to deliver excellence through global delivery
models.
Recognizing the need for scale and capacity in competing for large
contracts against larger players, your Company is making substantial
investments in expanding its base of people and world class infrastructure
facilities.
Future Outlook
The role of technology has evolved from support to transformation for
global companies. The ability to design, develop, implement and maintain
business and technology solutions, addressing the business and customer
needs has become a competitive advantage and a priority. On the other hand,
the prevalence of multiple technology platforms and a greater emphasis on
network, data and information security and redundancy have increased the
complexity and cost of IT systems, resulting in greater technological
risks.
Besides strengthening the existing core competencies of growth of your
Company in the past, the Company expects to focus its energy on further
growing its execution competency in new capabilities like new technology
based delivery models, green energy technology, risk management systems
etc. This is expected to result in scaling up customer access, improved
margins and a wider global reach.
Human Resource Development
Your Company has been built on the foundations of people being the key
drivers to growth of the organization. People are at the core of its
Vision, which espouses mutual positive regard, career building and
providing opportunities for learning, thinking, innovation and growth. The
Company offers an environment where all-round development is as much of a
goal as realization of career ambitions. During FY10, the Company
continued to focus on improving people productivity through training and
development of its people.
Research and Development
Our clients today face the challenge of reducing business costs with
technology-based interventions. To assist in identifying and addressing
this gap, the Company has developed several frameworks as part of its R&D
initiatives this year. These frameworks address the gap by focusing on
business KPIs to enhance business performance and places emphasis on
business costs rather than IT costs. The primary business benefit has
enhanced the business performance through improved KPIs.
The direct benefits to our customers include quicker time to market,
reduced cost, increased quality and increased efficiency of customer
business processes. Our solutions like business aligned RFID solutions will
result in enhanced business performance through improved KPIs, visibility,
discovered landscape, stability, cost reduction and structured business
future planning.
Dividend:
Considering the need for conservation of resources for expansion and the
need for maintaining liquidity, your Directors do not recommend any
dividend for the period under consideration.
Transfer To Reserves
The Company has not transferred any amount to Reserves for the year under
review. However credit balance of Profit & Loss Account is transferred to
Balance Sheet under the Head Reserves & Surplus.
Share Capital
The Company has increased its Authorised Share Capital from Rs.
16,00,00,000/- (Rupees Sixteen Crores Only) divided into 1,60,00,000 (One
Crore Sixty Lacs) Equity Shares of Rs. 10/- each to Rs. 25,00,00,000/-
(Rupees Twenty - Five Crores Only) divided into 2,50,00,000 (Two Crore
Fifty Lacs) Equity Shares of Rs. 10/- each pursuant to the Special
Resolution passed through Postal Ballot under Section 192A of the Companies
Act, 1956 read with the Companies (Passing of Resolution by Postal Ballot)
Rules, 2001.
The paid up capital of the Company has increased from Rs. 11,90,12,990/- to
Rs. 22,58,37,990/- after the year end but before this Report. The said
increase in paid up share capital was due to conversation of 57 lacs
warrants and 49,82,500 warrants allotted on preferential basis into
equivalent number of equity shares on 21st May 2010 and 4th June 2010
respectively. The Company has applied for the listing permission of the
said shares to Bombay Stock Exchange Limited and same is under process.
Extension Of Financial Year:
The Company has extended its Financial Year by three months. Hence the
current Financial year is for fifteen months from January 1, 2009 to March
31, 2010. Also the Company has received extension of a period of three
months u/s 166 of the Companies Act, to hold the ensuing Annual General
Meeting from the Registrar of Companies, Karnataka.
Directors:
Dr. Y. Lingaraju and Mr. Prithviraj K. K. retire by rotation and being
eligible offer themselves for reappointment.
Mr. Manish Poddar, Mr. P. Rajkumar and Mr. U. Sampath Kumar are continuing
directors on the Board of the Company.
Auditors:
Messers H C Gulecha & Co., Chartered Accountants, Mumbai, hold office until
the conclusion of the forthcoming Annual General Meeting and have confirmed
their eligibility and willingness to accept the office of the Auditors, if
reappointed.
Information On Auditors Observations:
Regarding clause (vi) of Auditors Report, as per Managements policy, the
company pays Gratuity liability to the Employees as and when the liability
arises. Regarding clause (vii) of Auditors Report, Note 14 of Schedule M
is self explanatory. Regarding clause (vii) of Annexure to Auditors
Report, we have formal internal audit system and efforts are on to improve
the system.
Audit Committee:
The present Audit Committee of the Board comprises of Mr. Prithviraj K. K.,
Dr. Y. Lingaraju and Mr. P. Rajkumar. Mr. Prithviraj K. K. is the Chairman
of the Committee.
DISCLOSURE UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:
I. Conservation Of Energy:
The information required in connection with conservation of energy, under
section 217(1) (e) of the Companies Act, 1956 read with
Companies(Disclosure of Particulars in the Report of the Board of
Directors) Rules, the Directors furnish herein below the required
additional information:
(a) Conservation of Energy - Our operations are not energy intensive.
Adequate measures have been taken to conserve energy.
(b) There were no additional investments and proposals if any, being
implemented for reduction of consumption of energy as the nature of you
Companys operations entails a very low level of energy consumption.
(c) Impact of the measures at (a) and (b) above for reduction of energy
consumption and consequent impact on the cost of production of goods - N.A.
(d) Total energy consumption and energy consumption per unit of production
- N.A.
FORM A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY
A. Power and fuel consumption : NIL
B. Consumption per unit of production : NIL
Ii. Technology Absorption
Every effort is made by the Company to update the technological skills of
its technical staff in order to ensure that they possess adequate skills to
enable them to service the Companys clients.
FORM B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY
ABSORPTION ETC.,
Research & Development (R&D): Your Company is predominantly a service
provider and therefore has not set up a formal R&D unit. However, it has
developed software tools and products in its existing delivery setup. The
Company has not undertaken any R&D activity in any specific area during the
year under review, and hence no cost has been incurred towards the same.
However, the Company believes technology is strategic to its growth and has
invested heavily in hosted platforms, automation, capture, presentation and
analytics.
Technology Absorption, Adaptation and Innovation: Your Company has not
imported any technology during the year under review other than purchase of
software.
Iii. Foreign Exchange Earnings And Outgo
The details of foreign exchange earnings and outgo are mentioned in Notes
Nos. 2 & 3 of sub-schedule 2 contained in the Notes to Accounts (Shedule M)
forming part of the Balance Sheet and Profit and Loss Account for the
financial period ended March 31, 2010.
CORPORATE GOVERNANCE:
A Report on Corporate Governance together with a certificate from the
Auditors of the Company forms part of the Annual Report.
Culture:
Your Company believes that each of its employees has potential to perform.
Our work culture devolves around developing leadership qualities among the
employees. It is the key to superior performance. Your Company constantly
attempts improving interpersonal relationship with its staff on an ongoing
basis and involving them in the growth of the organization. We follows
distributed leadership model wherein every employee gets an opportunity to
lead and learn.
Training & Development:
Powersoft constantly provides learning opportunities for the personal and
professional development of its employees. The company strongly believes
that such an approach will provide a mutually-beneficial winwin growth
opportunity for the company and its employees. Training needs are
identified based on the current level of knowledge and skills, vis-a-vis
skill requirements projected by the business or team development needs. The
Learning & Development team maintains the individual development record of
all employees, who can track this information on the corporate intranet.
Particulars Of Employees:
There was no employee drawing remuneration falling within the limits
prescribed under Section 217(2A) of the Companies Act, 1956, and hence
furnishing information under Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 does not
applicable.
Acceptance Of Fixed Deposits:
The Company has not accepted any fixed deposits during the year.
Directors Responsibility Statement:
As required under Section 217(2AA) of the Companies Act, 1956, it is hereby
stated that:
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
2. 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 true and fair view of the state of affairs of your
Company at the end of the financial year and of the profit or loss of the
Company for that period;
3. The Directors have 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 your Company and for preventing and
detecting fraud and other irregularities; and
4. The Directors have prepared the annual accounts on a going concern
basis.
Acknowledgements
The Directors thank the Companys customers, suppliers, bankers, financial
institutions, Central and State Government and shareholders for their
consistent support to the Company. The Directors also sincerely acknowledge
the significant contribution made by all the employees for their dedicated
services to the Company.
By Order of the Board of Directors
Manish Poddar
Chairman & CEO
Place : Bangalore
Date : 14.08.2010