| Your Direcrors have pleasure in presenting the Twenty First Annual
Report on the business together with the audited financial statements
for the year ended March 31, 2001.
FINANCIAL RESULTS (Rs. in Lacs)
2000-2001 1999-2000
Income 2,459.93 1,622.14
Profit before Depreciation, Interest
and Tax 459.97 227.26
Interest & Finance Charges 24.04 39.03
Depreciation 139.61 82.65
Profit before Tax 296.32 105.58
Provision for Tax 26.00 12.80
Profit after Tax 270.32 92.78
Add/(Less) : Prior period adjustments/
Provision ror tax for earlier years (52.62) (12.05)
Credit balance taken over on amalgamation - 74.07
Surplus brought forward from the previous year 113.37 16.34
Profit available ror appropriation 331.07 171.14
Appropriation
Proposed Dividend - 6.37
Corporate Dividend Tax - 1.40
Transfer to General Reserve - 50.00
Balance carried to Balance Sheet 331.07 113.37
331.07 171.14
PERFORMANCE REVIEW
Business
The Company's education business performed exceedingly well. During the
year, the Company embarked upon going National as well as
International. The network of its training centres expanded to 185 as
against 115 at the beginning or the year. The Company signed up for
setting up Franchise Centres in Nepal and Gulf Countries. The Company's
premium course "SAE" (Software Application Engineering) continued to
evoke excellent response from Software Industry. In the later part of
the year, the Company opened its IT skill testing site eduportal
"testvarsity.com" and educational multi-media CDs. Both these have
commenced contributing to the revenues during the current financial
year. The Company also signed an Acquisition Agreement with M/s.
Infinity Software Inc., a Florida, U.S.A, based Company engaged in
on-site consulting business having a revenue base of US $1.5 million
for the year 2000. The Company also executed, though small, but
significant projects including highly commended "White House Project"
for University of North Carolina, U.S.A.
Revenue
Total income of the Company registered sharp jump to Rs. 2,459.93 lacs,
51.65% higher than last year. Education business continued to be major
contributor, having 98% share in the total revenue.
Profits
Profits after tax substantially increased by over 191 % to Rs. 270.32
lacs as against Rs. 92.77 lacs in the previous year. This has been
possible due to significant improvement in operating margins on account
of the Company attaining critical mass.
Dividend
With a view to conserve the resources by ploughing back the profits
into the business, your Directors have decided to skip the dividend for
the year 2000-01.
SHARE CAPITAE
Consequent upon issue ofnew Equity Shares to the shareholders or
erstwhile Boston Education & Software Technologies Pvt. Ltd. (BESTPL),
pursuant to the merger scheme, the Equity Share Capital of the Company
increased to Rs. 466.80 lacs , on April 11, 2000. The Company had also
issued, pursuant to the merger scheme, 9,000 new Equity Warrants of
Series "A" and 91,500 of Series "B" to the employees of BESTPL
entitling to the Equity Shares of the Company.
Members are aware that in the last year the Company had proposed a
Public Issue. In view of the adverse conditions prevailing in the
Capital Markets, the Directors have dropped the Public Issue proposal.
Instead, plans are being worked out, to raise funds, to meet the
working capital requirement and also to fund the new business
activities. The exact modality, the nature of instruments and the
quantum of funds to be raised, are being Finalised, which will be
subject to approval of the Members.
INDUSTRY/COMPANY OUTLOOK
Industry Scenario
Members arc aware that recent US slow down has severely affected the
Indian IT Industry. Further, closure ofDotcom Companies have rendered
programmers particularly in Java Programming, surplus. This has
resulted in almost drying up the demand ror professional courses such
as Java, E-commerce etc. Your Directors believe that this will result
in big shake out in the ITTrainmg Industry which will make surviving
quality brands and training centres, the major gainers. Further, on
U.S. coming out of recession coupled with Indian Software Companies
efforts in European Countries may even create bigger opportunities.
Company Outlook
Company's revenue currently is under severe pressure, in view of the
current down turn in the Industry. Company has initiated various
strategic measures to counter the recessionary effect, subject to
raising additional funds. Some of them are
- Addition of new IT training segments, i.e. Embedded technologies,
- Foray into IT enabled services, which will be recession free,
- Substantially expanding the business of development and sale of
Multi-media educational CDs.
The Company has also taken various steps to conserve its resources by
substantially reducing its overheads and achieving higher efficiency at
all levels.
RESEARCH AND DEVELOPMENT
The Company's technology team continuously is in the process of
developing new products and delivery methods to support the education
business. The Company could launch its two portals namely
"testvarsi.ty.com'and "eduunlimited.com" due to their aggressive
efforts. Having already developed and launched three titles of
educational multi-media CDs under the brand name Topper's Series, the
team is currently in the process of adding a few more new titles to its
range of products.
HUMAN RESOURCES
The Company gives paramount importance to its human capital. It has
been its continuous endeavour to recruit, train, and institute various
motivational practices for its employees to enhance their skills and
competencies. This helps achieving the organisational commitment and
value to its customers. As a part of this process, an incentive plan
has already been introduced to reward the best talents in the Company.
Further, the Company, currently is in the process of finalising an
innovative Employees Stock Option Scheme.
Particulars of the employees, required to be furnished pursuant to the
provisions of Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975, as amended, is
annexed to this Report.
SUBSIDIARY COMPANY
The Company's Wholly Owned Subsidiary, Nexus Infotech Limited, incurred
loss of Rs. 10.93 lacs for the financial year ended March 31, 2001.
This has been mainly due to lack of software projects. This Company has
been exploring the opportunities to source projects for software
development.
A statement pursuant to Section 212 of thc Companies Act, 1956,
relating to the Subsidiary Company is enclosed.
FIXED DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
DIRECTORS
The Board, at its meeting held on September 22, 2000, appointed Mr.
Bipin RShah as an Additional Director of the Company. Mr. Bipin RShah
brings with him rich experience with Lever Group. He held the
Directorships of various companies of repute including MNCs. He is
currently the President of Indus Venture Management Limited. Mr. Bipin
R Shah, will hold office of Director upto the date of the forthcoming
Annual General Meeting and is eligible for re-appointment.
Dr. Arvind A Shah and Mr. Dipankar Mukhopadhyay retire from the Board
of Directors by rotation and being eligible, offer themselves for
re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed :
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) That 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 at the end of the financial year and of the
profit or loss of the Company for the year under review;
(iii) That 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 the company and
for preventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the accounts for the financial
year ended March 31, 2001 on a going concern' basis.
AUDITORS & AUDITORS' REPORT
The Auditors, M/s. Dcloitte Haskins and Sells, retire at the
forthcoming Annual General Meeting. They have consented to accept the
office, if re-appointed.
With regard to Auditors comments, under para 2(f) of their Report, in
connection with the excess remuneration paid to the Managing Director,
the Directors would like to inform the Members that the Company has
made representation to the Central Government for their approval.
CORPORATE GOVERNANCE
Although, currently the provisions of Clause 49 or the Listing
Agreement with the Stock Exchange, arc not applicable to your Company,
the Directors, have taken initiative to comply with and implement most
of the requirements of the Corporate Governance code.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of foreign exchange earnings and outgo are mentioned in
under para 14 & 15 of Schedule 20, which form part of the Annual
Accounts.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company, being in the Software Industry consumes very low energy.
On an ongoing basis, the existing processes and techniques are being
reviewed to make the infrastructure most energy efficient. Company's
Technology Team continuously endeavour to develop new methods
ofsoftware educational products.
for and on behalf of the Board
Place: Mumbai, Dr. Arvind A Shah
Dated: July 20, 2001. Chairman
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