| The Members of Omnitech InfoSolutions Limited
The Directors have pleasure in presenting the 24th Annual Report
together with the audited accounts of the company for the year ended
3lst 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 263.36 -
Tax
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 iacs as compared to Rs. 44938.90 iacs 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 subsidtaries in Europe and Asia facing the similar
challenges.
Your Company htis 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 company's 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. QUAUTY
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 Company's 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 DIREaORS
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 functionai 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.
XM. 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 8i
ESOS) Guidelines, 1999, the relevant disclosure is set out in the
Annexure 'C to this report.
XIV. DIREaORS' 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;
ill) 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 ail 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
Company's 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/-
(Atui Hemani) (Avinash Pitaie)
Managing Director & Jt. Managing Director
CEO
Place: Mumbai
Date: 28th May, 2014
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