Religare Technova Global Solutions Ltd merged Share Price Management Discussions
RELIGARE TECHNOVA GLOBAL SOLUTIONS LIMITED 
(FORMERLY ASIAN CERC INFORMATION TECHNOLOGY LIMITED)
ANNUAL REPORT 2008-2009
MANAGEMENT DISCUSSION AND ANALYSIS
FORWARD-LOOKING STATEMENTS:
This report contains forward-looking statements which may be identified  by 
their  use  of  words  like  plans,  expects,  will,   anticipates, 
believes, projects, estimates or other words of similar meaning.  All 
Statements  that  address  expectations or projections  about  the  future, 
including, but not limited to, statements about the companys strategy  for 
growth,  product  development, market position, expenditure  and  financial 
results  are  forward looking statements.  Forward-looking  statements  are 
based on certain assumptions and expectations of future events. The Company 
cannot guarantee these assumptions and expectations are accurate or will be 
realised.  The Companys actual results, performance or achievements  could 
thus  differ  materially from those projected in any such  forward  looking 
statements.  The  Companys  assumes no  responsibility  to  publiclyamend, 
modify  or  revise  any forward looking statements, on  the  basis  of  any 
subsequent developments, information or events.
ECONOMY AND INDUSTRY OVERVIEW
Year  2008-09,  was  a transformational year  for  the  Indian  Information 
Technology sector, as it began to re-engineer itself to face the challenges 
presented  by  a macro- economic environment  which  witnessed  substantial 
volatility in commodity prices, inflation and decline in GDP rates,  cross- 
currency movement, finally culminating in the economic downturn.
In an increasingly globalised world, significant complexity and uncertainty 
is  getting  attached  to this unprecedented economic  crisis.  The  Indian 
economy has also been impacted by the recessionary trends, with a  slowdown 
in  GDP growth to seven per cent. The focus and exponential growth  in  the 
domestic  market has partially offset this fall and insulated the  country, 
resulting in net overall momentum.
In  year  2008-09, Indian Economic growth decelerated to 6.7  percent.  The 
global  financial meltdown and consequent economic recession  in  developed 
economies  have  clearly been major factor in  Indias  economic  slowdown. 
Given  the  origin and dimensionof the crisis in  the  advanced  countries, 
which  some  have  called  the worst  since  the  Great  Depression,  every 
developing country has suffered to a varying degree. No country,  including 
India remained immune to the global economic shock. The Indian economy  has 
also  been  impacted  by the recessionary trends, with a  slowdown  in  GDP 
growth  to  seven  percent. The focus and the  exponential  growth  in  the 
domestic  market has partially offset this fall and insulated the  country, 
resulting in net overall momentum.
The  IT  Services segment aggregated export revenues of USD  26.9  billion, 
accounting  for 57 per cent of total exports. Indian IT  service  providers 
have  evolved  from application development and maintenance  companies,  to 
full  service players providing testing services, infrastructure  services, 
consulting  and  system  integration.  Within these  segments,  it  was  IT 
outsourcing  that  exhibited  strong growth, in line  with  global  trends. 
Remote  infrastructure management, expected to deliver almost 30  per  cent 
net  savings to customers, continued its robust performance, with an  above 
average  growth  of  25  per cent expected  in  FY2009.  Additionally,  the 
engineering, R&D and software products segment is also expected to grow  by 
14.4  per  cent  in the current fiscal, to touch  USD  7.3  billion,  which 
highlights  the  strong impetus and renewed focus on  improving  IP  driven 
service capabilities in India.
Domestic IT services are expected to grow by 20 per cent in FY2009,  driven 
by  increased acceptance of IT as a growth enabler and a  competitive  tool 
for  Indian corporations looking to compete in an  increasingly  globalised 
environment.  Increased  IT  adoption  in  not  only  the   large/mid-sized 
companies,  but also the 35 million strong small and medium business  (SMB) 
segment is expected to drive growth in the future.
A. Industry Structure and Developments
Changing economic and business conditions, rapid technological  innovation, 
proliferation   of   the  internet  and  globalization  are   creating   an 
increasingly competitive market environment that is driving corporations to 
transform the manner in which they operate.
Customers  are  increasingly demanding improved services  with  accelerated 
delivery  times  and at lower prices. To address  these  needs  adequately, 
companies are focusing on their core competencies and are using  technology 
to  help improve productivity, develop new products, conduct  research  and 
development  activities,  reduce business risk and manage  operations  more 
effectively.  There  is an increasing need for  highly  skilled  technology 
professionals  in  the  markets  in which we operate.  At  the  same  time, 
corporations  are  reluctant to expand their internal  IT  departments  and 
increase costs.
The   role  of  technology  has  evolved  from  supporting   companies   to 
transforming them. The ability to develop, implement and maintain  advanced 
technology  platforms and solutions to address business and customer  needs 
has become a competitive advantage and a priority for companies  worldwide. 
The   need  for  more  dynamic  technology  solutions  and  the   increased 
complexity,  cost and risk associated with these technology  platforms  has 
created  a  growing  need for specialists  with  experience  in  leveraging 
technology to help drive business strategy.
B. Opportunities and Threats
Strong  fundamentals,  a  robust enabling environment  and  enhanced  value 
delivery capability are the hallmarks of the Indian IT Industry.
Strong  fundamentals:  Indias fundamental advantages-abundant  talent  and 
cost-are sustainable over the long term. With a young demographic  profile, 
where  over 3.5 million graduates and postgraduates are added  annually  to 
the  talent base, no other country offers a similar mix and scale of  human 
resources.
While  some  gaps  in talent suitability exist, they  are  being  addressed 
through strong provider-level initiatives and industryled programmes. India 
enjoys  a  cost advantage of around 60-70 per cent as  compared  to  source 
markets.  Additional productivity improvements and the development of  tier 
2/3 cities as future delivery centres, is expected to enhance Indias  cost 
competitiveness.
Timely government policies and increased public-private participation  have 
played  a key role in developing an enabling business environment  for  the 
Indian  IT industry. The Governments focus on education has helped  create 
the  large  talent  base  from where  the  industry  draws  its  workforce. 
Establishment of Software Technology Parks of India (STPI) stands out as  a 
seminal policy action, specifically targeted towards encouraging, promoting 
and  boosting  the export of software and services from India.  Public  and 
private enterprises have contributed by building the required capacities of 
key   business  infrastructure,  helping  this  sector  enjoy   world-class 
facilities and services. The private sector is now, in partnership with the 
Government,  also  beginning  to play an increasing  role  in  the  overall 
infrastructure development in the country.
In  a  globally  integrated  economy, outsourcing  is  leading  to  overall 
benefits  for  the  source economies, providing  significant  monetary  and 
employment  benefits.  The silver lining of the economic  downturn  is  the 
opportunity  for the industry to enhance its overall efficiency.  Companies 
are  increasingly  looking inwards and focusing  on  process  benchmarking, 
enhanced utilisation of infrastructure and talent, increasing  productivity 
and  greater  customer engagement. Coupled with wage moderation  and  lower 
attrition, these measures will help industry sustain its margins and invest 
in future growth.
While  your  Company  is  best equipped  to  capitalize  on  the  available 
opportunities, it has well understood that the prospects expect the partner 
to  prove themselves in a relationship, building trust and being a  trusted 
advisor  rather  than  a vendor selling them products  and  services.  Your 
Company  already  positioned globally through its subsidiaries  in  various 
parts  of  the  country  to tap the potentials  in  this  space,  which  is 
indicative of the enormous growth potentially available to the Company.
In  the present economic scenario, poses a global threat to the  Industries 
but  your company is totally committed and confident upon it strengths  and 
is  looking  forward to overcome this economic meltdown  soon.  Though  the 
global competitors emerges as a threat to our business, yet your Company is 
confident  of  handling  the situations by  enhancing  their  products  and 
providing more prompt and competitive services.
Fluctuation  in  foreign exchange also poses a threat but  the  company  is 
positive in mitigating this risk by adopting suitable hedging strategies.
C. Segment-wise or product-wise performance
Segment Reporting
i) Primary Segment - Business Segments:
The  groups primary business segments are identified as those relating  to 
Trading  Solutions  (including  customization,  installation  and   support 
services)  and  Information Services  Division  (subscription/data  content 
feed).
Segments  have  been  identified in line with the  Accounting  Standard  on 
Segment  Reporting (AS-17), taking into account the organization  structure 
as well as the differential risks and returns of these segments.
Segment   revenue,  results  and  capital  employed  figures  include   the 
respective  amounts identifiable to each of the segments and  also  amounts 
allocated  on  a reasonable basis. Other unallocable  expenditure  includes 
expenses incurred on common services provided to the segments which are not 
directly  identifiable  to  the  individual  segments  as  well  asexpenses 
incurred at a corporate level which relate to the group as a whole.
                                            (Consolidated Figures in Lacs)
Particulars                                     2009                 2008
SEGMENT REVENUE
(a) Information Services Division             369.90                89.20
(b) Trading Solution                         7433.81              3947.68
Net Sales / Income From Operations           7803.71              4336.88
Segment Results
Profit (+)/Loss(-) Before Tax and 
Interest From Each Segment
(A) Information Services Division              48.59                48.43
(B) Trading Solution                         1036.63              1436.97
    Total                                    1085.22              1485.40
Less: (A) Interest                            812.15                86.97
(B) Other Un-allocable Expenditure           3038.69               773.40
Add: Interest Income                          417.87               287.91
Total Profit/ Loss Before Tax               -2347.74               525.03
Segment Information
ii) Secondary Segment - Geographical Segments
                                         (Consolidated Figures in Rupees)
Particulars                                    2009                 2008
SEGMENT REVENUE:
Within India                             142,301,779          195,387,658
Within Australia                         356,224,924          163,575,493
Others                                   281,844,272           74,725,237
TOTAL                                    780,370,975          433,688,388
Segment Assets:
Within India                           1,018,271,998        1,146,107,211
Within Australia                         161,418,118          300,296,406
Others                                    94,801,585          246,243,810
Total                                  1,274,491,701        1,692,647,427
Cost incurred for acquiring 
segment assets:
Within India                              66,178,715           28,767,090
Within Australia                           7,615,091            5,566,004
Others                                       690,644               75,940
Total                                     74,484,451           34,409,034
Notes:
a.  Segments have been identified in line with the Accounting  Standard  on 
Segment  Reporting (AS-17), taking into account the organisation  structure 
as well as the differential risks and returns of these segments.
b.  The segment wise revenue and results relate to the  respective  amounts 
directly identifiable to each of the segments.
D. Outlook
Key  global  sourcing drivers will continue to be cost, access  to  talent, 
business  improvements, increasing speed-to-market and access  to  emerging 
markets.  The future outlook for all these drivers is positive, leading  to 
increased  momentum  for global sourcing. The focus on  cost  reduction  is 
expected to increase, keeping in mind the current recessionary environment. 
Environmental considerations such as climate change, global warming, social 
responsibilities,  and  compliance  issues are all adding  up  to  increase 
pressure  on margins, which can be offset by increasing global sourcing  to 
keep tabs on spiraling costs.
Access   to  talent  is  likely  to  become  more  decisive  as   workforce 
demographics indicate a shortfall in the long term, in all major  developed 
countries  such  as  USA, UK, France, Germany, Japan  and  some  developing 
countries as well. 
While  the 2009 outlook for global technology related spending is  affected 
by  the recessionary environment, a rebound is expected from 2010  onwards. 
Worldwide adoption of outsourcing is also expected to rise significantly in 
the coming years.
The size of the opportunity in hand can be gauged from the fact that  India 
currently accounts for just over 4 per cent of worldwide technology related 
spend.  Additionally, growth in global sourcing is estimated to  be  almost 
four  times that of technology related spend. India, with  its  fundamental 
advantages  can  capture  a large share  of  the  opportunities  available. 
However,  in order to achieve this goal, the key stakeholders need to  work 
in tandem.
Companies need to focus on increasing their levels of customer intimacy, as 
well  as developing the brand value of their organisations through  product 
and service differentiation.
The  supportive policy environment created by the Government of  India  has 
played a key role in the rapid development of this sector. The Governments 
efforts on increasing the quality of talent from India needs to be  stepped 
up  by laying special emphasis on the talent needs of  knowledge  intensive 
industries, technology and innovation. The focus should be on improving the 
quality  of graduate and post graduate out-turn, enhancing capacity  across 
the  country,  policy  de-regulation and  nurturing  clusters  of  research 
institutes.
With  enhanced  competition from other low cost countries and  the  current 
recessive scenario, support is needed from the Government to extend the tax 
incentives  under the Software Technology Parks Scheme (STPI).  This  would 
enable  small and medium companies to reinvest their profits back into  the 
business and invest for future growth. It would also make India competitive 
vis-a-vis other destinations that are offering tax incentives and subsidies 
on  training  and infrastructure costs. Removal  of  procedural  obstacles-
service  tax  refunds,  taxation of software products  and  clarity  around 
transfer pricing norms that are applicable to foreign companies is needed.
Efforts  to enhance talent availability and quality need  concerted  action 
from  all the stakeholders-the government, academia and the  industry.  The 
role  of  academia in fact is critical. Specific initiatives  like  Faculty 
Development Programmes, upgrading the curriculum, setting up research labs, 
launching  internship  programmes and industry-academia  collaboration  can 
help to bridge the employable talent gap.
Efforts  towards enhancing information and data security; participation  in 
public  private  initiatives  in technology  led  development;  proactively 
working  with  academia  to address quality of education  and  building  an 
integrated delivery model in leading cities. Expansion of new markets  will 
require  different strategies and focus from the industry players.  In  the 
developed regions, the industry will need to take a broader leadership role 
and drive global sourcing to the next level of customers.
E. Risks and Concerns
The  company  continues  to be plagued by risks  associated  with  currency 
fluctuation,  market sentiments and more competition from  global  players. 
The dependency of the company on human capital remains high and we see this 
as a significant risk for the business.
The company has instituted robust processes for managing its resources  and 
is fairly confident of mitigating the above mentioned risks.
F. Internal Control Systems
The  Company  is equipped with adequate internal control  systems  for  its 
business  processes,  which  determine the efficiency  of  its  operations, 
strengthens financial reporting and ensures compliance with applicable laws 
and regulations. 
The internal control systems are supplemented by extensive audits conducted 
by  internal auditors. Moreover, regular internal audit and  checks  ensure 
that responsibilities are executed effectively across the organization. The 
Audit  Committee  of  the  Board  of  Director  reviews  the  adequacy  and 
effectiveness of the internal control systems and also suggest improvements 
for strengthening the same.
The company has diligently worked on the QMS initiative during the year and 
is  now  a ISO 9001:2000 certified Company. During the year  under  review, 
Company  has  received CMMi level 3 certification which  indicates  highest 
level  of  Standards  in delivery and  execution,  applicable  in  software 
product industry.
G. Financial Overview of the Company (based on stand alone financials)
Your company has been acknowledged as a domain expert in the capital market 
space and the growth of this segment inthe country has boosted the revenues 
and  the  profitability of your company. The globalization of  the  capital 
market segment has also forced the management of the company to invest into 
technologies  and solutions that can enable it to become global  player  in 
this space in the future.
On Standalone basis though the total turnover of the Company has  increased 
from  Rs.  2685.26 Lacs for Financial Year 2007-08 to Rs. 2835.41  Lacs  in 
Financial Year 2008-09, however the Company has recorded a net loss of  Rs. 
1049.16  Lacs during the year under review as compared to Profit after  Tax 
of  Rs.  552.32 Lacs in Financial Year 2007-08. The change in  Revenue  and 
Profits is also visualized in following chart:
OPERATIONAL OVERVIEW OF THE COMPANY:
The  Company again focused on improving its processes to enhance its  scale 
of  operations efficiently. The Company continued to enhance its  Offshore 
Development Center (ODC) for its associate company Capital Market Solutions 
Pty.  Ltd.  The ODC now not only develops software, but  can  also  provide 
design services.
The  Company successfully completed the empanelment of its new age  dealing 
terminal  in the MCX commodity exchange, thus delivering the  only  Dealing 
Terminal  in  India  providing access to NSE Equity,  NSE  Derivative,  NSE 
Currency  Derivative, BSE Equity, MCX and NCDEX. The company also  enhanced 
its  product  portfolio  by adding additional  products  such  as  Acquire, 
Anysign,  Chronicle,  DigiSend,  EnAct,  Engage,  Orchid,  Mutex,  InSense, 
Scholar  and Dedupe .The company has also successfully integrated  the  DMA 
Platform  in Religare Securities for a hedge fund over the  internationally 
standard FIX Protocol.
The  Company  also  became one of the few vendors who  have  completed  the 
electronic   trading   integration  with  Ho  Chi   Minh   Stock   Exchange 
successfully.  We  partnered with Bombay Stock  Exchange  and  successfully 
implemented the Electronic Clearing and Borrowing system (E-bid).
The Company continued its customer acquisition spree. Some of the big names 
that  were  added to the list of customers are:  ENAM  Securities,  Matalia 
Stock  Broking, Yahoo, State Bank of India, RBS (Royal Bank  of  Scotland), 
Sharekhan,  Nomura  Securities (Malaysia) and Bank of  China  International 
(Hong Kong). Besides this the business from existing customers continued to 
grow which clearly demonstrated the faith that such customers have  reposed 
on  your  company.  This  is highlighted  by  the  renewal  of  substantial 
contracts by Commonwealth Securities (Australia) and Cannacord Adams (UK).
The  information  business also had a difficult year but by  enhancing  our 
offerings  on  the Portal development front and  customising  our  packaged 
information  delivery,  we  basically protected this  business  in  a  very 
difficult business environment.
Religare  Technova Global Solutions Pty. Ltd. (RTGSPL) (formerly  known  as 
Capital  Market Solutions Pty. Ltd.) continued to invest in  enhancing  its 
products  to position the RTGSPL group for future growth.  This  investment 
includes,   but   is  not  limited  to,  developing  Custody   and   Margin 
functionality  primarily  for  the Singapore market,  localizing  NOVA  for 
institutional  customers  India and electronic  trading  functionality  for 
Vietnam.
H. Human Resources
Employees are our most important assets. At Religare Technova, we value our 
employees  as  our Greatest Assets. The Company, therefore,  strives  for 
continuous  learning and development for each and every employee  to  align 
the same with the business objective. The company has initiated various  HR 
Strategies to attract, motivate, develop and retain staff in order to  make 
it  a  productive workplace. Employee Training  and  Development,  Employee 
Selection  and  Recruitment, Employee Engagement and  Rewards,  Performance 
Appraisal  and  Communication are the critical issues which HR  targets  to 
accomplish.