Palred Technologies Ltd

BSE: 532521 | NSE: PALRED | ISIN: INE218G01017 
Market Cap: [Rs.Cr.] 82.37 | Face Value: [Rs.] 5
Industry: Computers - Software - Medium / Small

Director's Report
DIRECTORS' REPORT

To the Members,

Your Directors are pleased to place before the shareholders the Fifteenth Annual Reportof Palred Technologies Limited (formerly Four Soft Limited) (herein after referred to as‘Palred’ or ‘the Company’) together with the audited financialstatements for the year ended March, 31, 2014.

(Rs. In millions except per share data)

1. Standalone Financial Results For the year ended 31stMarch
Particulars 2014 2013
Total Income 221.19 341.68
Total expenditure 207.27 342.12
Operating profit/(Loss)(EBITDA) 13.92 (0.44)
Interest 0.43 0.49
Depreciation and amortization 5.63 11.50
Profit before Tax 7.86 (12.43)
Tax Expense 337.73 -
Profit/(Loss) After tax and before exceptional items (329.87) (12.43)
Exceptional Items 1601.48 -
Profit/(Loss) after tax and Exceptional Items 1271.61 (12.43)
Basic and diluted Earnings per share (in Rs.) 32.57 (0.32)

2. Business Performance

During the year under review, the total income of the Company is Rs. 221.19 million ascompared to Rs. 341.68 Million of the previous year. The operating profit stood at Rs.13.92 Million as compared to a loss of Rs. 0.44 Million in the previous year 2012-13. Theprofit after tax of the Company stood at Rs. 1271.61 Million during the year under reviewcompared to a loss of 12.43 million during the previous year.

Your Company is into providing IT solutions and IT services for Media and Entertainmentand Online e-commerce portals after the sale of IT business and investments in the foreignsubsidiaries. Your Company conducting its operations in online sale of Laptops, computers,Mobile accessories and computer peripherals through its website www.latestone.com.

3. Declaration of Interim Dividend

The Company has declared an interim dividend of Rs.29/- per share during the year underreview. The interim dividend has been paid out of the profits on slump sale of the ITbusiness and investments in the foreign subsidiaries.

In view of the requirement of funds for the expansion of business after the sale of ITbusiness and investments in the foreign subsidiaries, the directors do not recommenddividend for the financial year 2013-14.

4. Transfer to reserves

The Company proposes the entire amount of profit after tax for an amount of Rs. 1271.61Million to be retained in profit and loss account.

5. Fixed Deposits

Your Company has not accepted any fixed deposits and, as such, no principal or interestwas outstanding as of the balance sheet date.

6. Issue of equity shares under Employee Stock Option Scheme

During the year under review, your Company has allotted 77,226 shares under theEmployee Stock Option scheme to the eligible employees. The Board of Directors hadapproved allotment of 65,228 shares under ESOP Scheme- 2009 on their Board Meeting held on30th May, 2013 and 11,938 shares on their Board Meeting held on 10thAugust, 2013. The Company’s paid-up capital is Rs.195, 184,850/- consisting of 39,036, 970 equity shares of Rs. 5/- each as on 31st March, 2014. There has beenno change in the Authorized capital of the Company during the year under review.

7. Reservation of 20,00,000 shares to the new management team

The Company has reserved 20, 00,000 shares to the new management team, under theEmployee Stock Option Scheme. The Board of Directors had given their approval on theirmeeting held on 13th October, 2013 and the members had given their approval attheir general meeting held on 27th November, 2013.

8. Slump sale of business

During the year under review, your Company had sold the IT business and Investments inforeign subsidiaries to Transport I.T Solutions Private Limited, a Kewill Group Company,for a lumpsum consideration of USD 43.4 Million subject to customary price purchaseadjustments. The respective sale of business had been approved by the Board of Directorsat their meeting held on 10th August, 2013 and the shareholders had given theirconsent by way of postal ballot on 18th September, 2013.

9. Subsidiaries

As a part of slump sale of business, the entire investments in the share capital offoreign subsidiaries, Four Soft B.V, Four Soft Singapore Pte Ltd., and Four Soft USA Inc.including the step down subsidiaries have been sold off to Kewill Group. During the yearunder review, Four Soft Malaysia SDN applied for liquidation. As on 31st March,2014 there are no subsidiaries for your Company.

10. Change in the registered office of the Company

During the year under review, the registered office of the Company has been shiftedfrom 5Q1, A3, Cyber Towers, HITECH City, Madhapur, Hyderabad- 500081 to Plot No.2,8-2-703/2/B, Road No.12, Banjara Hills, Hyderabad- 500034 with effect from 07thOctober, 2013.

11. Acquisition

During the year under review, your Company has acquired on January 8th 2014,Deals15.com from Premium Web Services which provides internet services and softwareservices/solutions to business to business e-commerce and website development for thepurpose of business operations in online e-commerce as it is being emerged as a profitablearea of business and it would be an effective way to initiate the business post sale ofFour Soft Limited.

12. Technology - Solutions offered

Presently your Company, after selling 4S products to Kewill, is focusing on threedifferent verticals. The first vertical is online e-commerce solutions. Your Company isfocusing on occupying the online electronics accessories e-commerce niche area in India.Your Company is doing Dry Run for your online electronics accessories e- commerce sitecalled LatestOne.com which is powered by Palred Stores. Your Company also offers solutioncalled Palred Stores for e-commerce industry, which would like to open their online storeand focus on their business rather than worrying about the technology platform. YourCompany is focusing on implementing processes to improve overall shipment delivery turnaround, quality of service and better automations. The backend solution has beenimplemented using Microsoft Dynamics AX 2012 R2. The LatestOne.com site integrates withCCAvenue payment gateway and many of the 3PLs (Bluedart, Aramex, Delhivery, DotZot andEMS) for shipment delivery. The Second vertical, your Company offers IT-services onhigh-end solutions like enterprise application integration, data analytics, big data andmaster data management. The third vertical, your company offers solutions for media andentertainment.

13. Corporate Governance

Your Company has been making every effort to improve governance and transparency in theconduct of business.

Your Company is committed to good Corporate Governance coupled with good corporatepractices. A detailed report on corporate governance is available as a separate section inthis Annual Report. Certificate by a Practicing Company Secretary on compliance with thecode of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as anannexure in this Annual Report.

The Company has well framed policies such as Whistle Blower Policy, Fraud DetectionPolicy and Code of Conduct for prevention of Insider Trading. The Company has internalcontrols and documented procedures and continues to ensure compliance with the saidpolicies.

14. Management Discussion and Analysis

A report on the Management Discussion and Analysis for the year under review is annexedhereto and forms part of the Annual Report.

15. Directors

Appointment:

With effect from 1st September, 2014, Ms. Amala Mudhapuram has beenappointed as Additional Director by the Board of Directors of your Company.

As per the requirements of Section 149 of the Companies Act, 2013 and Clause 49 of theListing Agreement entered with the Stock Exchanges, the Independent Directors are notliable to retire by rotation and are to be appointed for a period of Five (5) consecutiveyears. Hence, Ms. Amala.M, Mr. E. Srinivas Prasad, Mr. A. Mohan Krishna Reddy and Dr. T.R.Sivarama Krishnan are being appointed for a period of five (5) years.

16. Corporate Social Responsibility

At Palred we strongly believe in improving the quality of life of the communities weserve. To achieve this objective, the Palred Technologies CSR team has been activelyworking on improving the welfare of the socially and economically disadvantagedcommunities, especially those that exist in and around its areas of primary operation.

Your Company CSR policy encompasses initiatives to encourage sustainable socio-economicdevelopment of the community and to improve the quality of life of the people living inthe areas in which it operates. In line with the values of all its stakeholders and mostimportantly, based on a genuine concern for people and the community, we at Palred donatedan amount of Rs. 5 Lakhs to Bhupati Raju Sita Devi Charitable Trust, for the education ofthe children of the trust.

17. Statutory Auditors

The retiring Statutory Auditors of the Company, M/s Walker Chandiok & Co. LLP,Chartered Accountants (Firm Registration No. 001076N) hold office as Statutory Auditorstill the conclusion of Fifteenth Annual General Meeting and they have confirmed theireligibility and willingness to accept office and be re-appointed as the Statutory Auditorsto hold office until the conclusion of sixteenth Annual General Meeting.

The Audit Committee and the Board of Directors recommend the re-appointment of M/sWalker Chandiok & Co. LLP, Chartered Accountants, as the Statutory Auditors to holdoffice until the conclusion of sixteenth Annual General Meeting.

The Company has received a certificate from M/s Walker Chandiok & Co., LLP to theeffect that their re- appointment, if made, would be in accordance with the limits asspecified under Section 139 of the Companies Act, 2013 and that they meet the criteria ofindependence. The proposal of their re-appointment is included in the notice of theensuing Annual General Meeting.

A report of Auditors on the financials of the Company is appended to this annualreport. There are no qualifications in the report.

18. Particulars of Employees

As required under the provisions of Section 217 (2A) of the Companies Act, 1956 readwith Companies (Particulars of Employees) Rules, 1975 as amended thereon, no employeesother than Managing Director are drawing more than rupees sixty lakhs per financial yearor rupees Five Lakh per month, as the case may be for the year 2013-14.

The particulars are mentioned in annexure II to the Directors’ Report.

19. Disclosures as per Listing Agreement Clause 32

The cash flow statement under indirect method is in accordance with the AccountingStandard on cash flow statement (AS-3) as notified by the Companies (Accounting Standards)Rules, 2006, as amended is appended to this Annual Report.

20. Directors’ Responsibility Statement

Your Company’s Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 which is to the best of their knowledge and belief andaccording to the information and explanations obtained by them:

I. The financial statements have been prepared in conformity with the applicableAccounting Standards issued by the Institute of Chartered Accountants of India andrequirements of the Companies Act, 1956. There are no material departures in the adoptionof applicable Accounting Standards.

II. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the Company at the end of the financial year ended 31st March,2014 and of the profit and loss of the Company for the year.

III. We have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

IV. We have prepared the annual accounts for the financial year ended 31stMarch, 2014 on a going concern basis.

The Board of Directors and the management of your Company accepts responsibility forthe integrity and objectivity of these financial statements. The estimates and judgmentsrelating to the financial statements have been made on a prudent and reasonable basis, inorder to that the financial statements reflect in a true and fair manner; the form andsubstance of transactions, and reasonably present the Company’s state of affairs andprofit for the year.

The financial statements have been audited by Walker Chandiok & Co., LLP CharteredAccountants, the Statutory Auditors.

The Audit Committee of the Company meets periodically with the Statutory Auditors toreview the manner in which the auditors are discharging their responsibilities, and todiscuss auditing, internal control and financial reporting issues. To ensure completeindependence, Statutory Auditors have full and free access to the members of the AuditCommittee to discuss any manner of substance.

21. Acknowledgement

Your Directors wish to express their gratitude to the Central and State Governments,investors, Securities and Exchange Board of India, the stock exchanges, analysts,financial institutions, banks, associates, and customers for their support. Your directorscommend all the employees of your company for their continued dedication, significantcontributions, hard work and commitment.

Place: Hyderabad For and on behalf of the Board of Directors
Date: 01.09.2014 Sd/-
Palem Srikanth Reddy
Chairman & Managing Director
(DIN-00025889)

ANNEXURE I TO THE DIRECTORS’ REPORT

Particulars pursuant to Companies (Disclosure of particulars in the report of the Boardof Directors) Rules, 1988.

1. Conservation of energy

The business operations of your company are not energy intensive. However, significantmeasures are taken to reduce energy consumption by using energy efficient computers andequipment. Your Company continuously evaluates new technologies and invests for makinginfrastructure more energy efficient. As the facility is located at Banjara Hills,Air-conditioners, Computers used are highly energy efficient. As energy costs comprise anominal part of Company’s total expenses, the financial impact of these measures arenot material.

2. Research and Development & Technology absorption

In continuation with our strategy of Technology Management as the centre piece of ourbusiness model, we have taken various initiatives and steps. Technology has a bigger partin solving the business problems that leads to various improvements for the customers andsociety at large. Such overlapping confluence can happen in the field of Analytics, BigData, and Master Data Management. We would continue to explore and invest in such area.

We would also explore open source solutions holds numerous other compelling advantagesfor business, some of them even more valuable than the software’s low price. The OpenSource model harnesses the power of distributed peer review and transparency to createhigh-quality, secure and easily integrated software at an accelerated pace and lower cost.

Today companies must offer applications that run on a range of devices, and connect toan exploding set of backend data. We would continue to invest in research and develop innew mobile reality solutions, quickly delivering native cross-platform apps, mobilizingany data source, and driving success with real-time mobile analytics.

3. Benefits derived as a result of R&D activity

R&D initiatives of Palred Technologies Limited create intellectual and intangibleassets which are monetized by way of a) additional customization revenue from productimprovements and enhancements and b) sale of new products to existing and new customers.In the year, your company will be initiating R&D on Apache OfBiz solution, Talent opensource solutions and business analytics.

4. Foreign exchange earnings and outgo

( in Million)

For the year ended
Particulars 31st March 2014 31st March 2013
Gross earning 16.05 336.40
Outflow (including imported software) 8.89 19.12
Net Foreign Exchange (NFE) Earnings 7.16 317.28
NFE/Gross Earnings % 44.61% 94%

ANNEXURE II TO THE DIRECTORS REPORT SHOWING THE PARTICULARS OF EMPLOYEES REQUIRED TO BEATTACHED PURSUANT TO THE PROVISIONS OF SECTION 217 (2A) OF THE COMPANIES ACT, 1956

Name & Age

Designation

Remuneration (Rs. in Rs.) Qualification Experience Date of Joining % of shareholding in the company
Mr. Palem Srikanth Reddy (51 years)

Chairman & Managing Director

97 lacs Industrial Engineering Graduate from REC, Trichy and Post Graduate in Industrial Engineering from Stanford University, USA 24years 24.12.1999 22.85%

Note:

The Company has applied for Central Government approval for increase in theremuneration of Mr. Palem Srikanth Reddy of Rs. 98 lacs per annum. The said approval fromthe Central Government is awaited.

   
Futures & Options Quote
Future Data Not present
Key Information

Key Executives:

Palem Srikanth Reddy , Chairman & Managing Director

T R Sivaramakrishnan , Director

Srinivas Prasad , Director

Mohan Krishna Reddy , Director


Company Head Office / Quarters:

Plot No 2 8-2-703/2/B,
Road No 12 Banjara Hills,
Hyderabad,
Andhra Pradesh-500034
Phone : Andhra Pradesh-91-40-66384915/66384916 / Andhra Pradesh-
Fax : Andhra Pradesh- / Andhra Pradesh-
E-mail : haritha.varanasi@palred.com/Company@palred.com
Web :

Registrars:

Karvy Computershare Pvt Ltd
Plot No 17-24 ,Vittal Rao Nagar ,Madhapur ,Hyderabad-500081

 
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