DIRECTORS' REPORT Dear Shareholders, Your Directors have pleasure in presenting their 35th Annual Report and audited financials for the financial year 2014-15. The financial highlights of the Company are as follows: State of Company Affairs During the Period under review the revenue from operations and other income was Rs. 488.58 representing an increase of 9.32% over the previous year. For the Financial ended on 31st March, 2015, the Company's Loss before tax stood at Rs. 1.97 Lakhs as compared to the profit of Rs. 9.69 Lakhs in the previous year. Dividend Your Directors', keeping in view of the prevailing circumstances, have decided not to recommend payment of any dividend for the year. Subsidiary Companies The Company has two subsidiaries (apart from step down subsidiary companies) as on March 31, 2015. A Statement containing the details of the subsidiaries of the Company is appended as an annexure to this Report. 1. SITI Corporation Inc., USA 2. AccelForce Pte. Ltd., Singapore Step Down Subsidiaries of AccelForce Pte Ltd., Singapore 1. Solix Technologies Inc., USA 2. Emagia Corporation., USA 3. Solix Softech Private Limited, India (Subsidiary of Solix Technologies Inc., USA) Business Plans Our ability to create value in our portfolio companies has always been underpinned by the differentiated scale of resources, knowledge and networks. With a track record in delivering innovative value creation solutions, we have developed a highly-effective approach and that will continue to be our key execution strategy. We offer a wide range of software products that can be sold individually to solve specific technical challenges, but the emphasis of our product development and sales efforts is to create products that enable businesses to be more cost-effective, agile and efficient. We divide our products into three major groups: Enterprise Data Management, Enterprise Cash Flow Management and Enterprise Talent Management. Enterprise Data Management According to a recent survey by Gartner, data growth is now the leading data center infrastructure challenge1. Left unchecked data growth impacts application performance, increases costs and challenges compliance objectives. "While all the top data center hardware infrastructure challenges impact cost to some degree, data growth is particularly associated with increased costs relative to hardware, software, associated maintenance, administration and services," said April Adams, research director at Gartner2. Structured data growth is capable of stripping entire data centers of cooling and power capacity. Data replication and disaster recovery processes are impacted because more and more data is harder and harder to move. System availability is reduced as mission critical batch processes are no longer able to execute within scheduled times, and "outage windows" necessary to convert ERP data during upgrade cycles extends from hours to days. Unstructured data growth poses just as serious a challenge. Email, images, video, machine generated data and social files are equally as critical to business success, and unstructured data is being created and stored at an even higher rate. And equally important, increasing user demand for specialized analytics to mine enterprise data for better business results has compounded the data growth challenge. Gartner has remarked that, "by 2016, 75% of structured data archiving applications will incorporate support for big data analytics."3 1 http://www.gartner.com/newsroom/id/1460213 2 http://www.gartner. com/it/page.jspRs.id=1460213 3 http://www.solix.com/company/solix-posittoned-as-a-leader-gartner-mq-structured-data-archiving-applicatton-retirement Enterprise Cash Flow Management Cashflow is the lifeblood of any business. Today's corporations face tremendous pressure to maximize receivables performance. Also known as trade credit, receivables are the most cost efficient resources to accelerate the cash flow. Lack of timely information on receivables stored in multiple disparate systems and the complexity introduced by disconnected manual processes, impede many finance executives' ability to measure and monitor credit risk and collections efficiency. Effective receivables management involves ensuring effective credit policy management and automation of credit-to-cash processes, which increase the efficiency of a firm's cash conversion operations. Accelerating revenue cycles and lowering credit maximizes the value of the firm. Enterprise Talent Management We will continue to strengthen our products and services strength in technology and IT related recruiting automation and services. Our technology solutions coupled with RPO services add value to talent management and staffing organizations. Our plans continue to strengthen our technology enhanced recruitment process outsourcing services to our customers in North America. Our professional services include a wide range of consulting services such as systems planning and design, installation and systems integration based on our suite of products. We offer our professional services with the initial deployment of our products as well as on an ongoing basis to address the continuing needs of our customers. We also have relationships with resellers, professional service organizations and system integrators which include their participation in the deployment of our products to our customers. These relationships help promote our product and service offerings and provide additional technical expertise to enable us to provide the full range of professional services our customers require to deploy our products. We offer a suite of software support and maintenance options that are designed to meet the needs of our diverse customer base. These support options include 24 hour coverage that is available seven days a week, 365 days a year, to meet the needs of our global customers. To accomplish this level of support we have established a worldwide support organization with major support centers in Santa Clara, California, USA and Hyderabad, India and also thru our reseller network. In addition to support teams around the globe, we have a customer support website that provides our customers with the ability to submit service requests receive confirmation that a service request has been opened and obtain current status on these requests. Additionally, the customer support website provides access to our support procedures, escalation numbers to provide updates and new information about our products. Consolidated financial statements In compliance with Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with Accounting Standard AS-23 on Accounting for Investments in Associates and Section 129(3) and other relevant provisions of Companies Act 2013, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended on March 31, 2015, which form part of this Annual Report. The Company will make available the Annual Reports of the aforesaid subsidiaries upon request by any member/investor of the Company/subsidiary companies. Further, the Annual Reports of the subsidiary companies will also be kept open for inspection by any member/investor at the Company's registered office and that of the subsidiaries concerned. Number of Meetings of the Board of Directors During the year ended on 31st March 2015, Six Board Meetings were held. The date on which the Board meetings were held were 29th May, 2014, 25th July, 2014, 29th October, 2014, 22nd December, 2014, 30th January, 2015 and 27th March, 2015. Directors Responsibility Statements as required under Section 134 of the Companies Act, 2013 Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that: i. in the preparation of the Annual Accounts for the year ended on 31st March, 2015, the applicable Accounting Standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and that there are no material departures from the same; 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, 2015 and of the profit for the year ended on that date; iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv. the Annual Accounts for the year ended on 31st March, 2015 have been prepared on a going concern basis. v. the Directors had laid down Internal Financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently. Statement of Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies act, 2013 The Independent Directors have submitted the declaration of independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6). Nomination and Remuneration Committee The Nomination and Remuneration Committee consists of following Four Directors namely Mr. G.R. Venugopala Chary, Mr. Jnana Ranjan Dash, Dr. Rafiq K. Dossani and Mr. G. Parameswara Rao as members Brief description of terms of reference: - identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal; - carry on the evaluation of every director's performance; formulation of the criteria for determining qualifications, positive attributes and independence of a director; - recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees; - formulation of criteria for evaluation of Independent Directors and the Board; - devising a policy on Board diversity; and - any other matter as the Board may decide from time to time. Nomination and Remuneration policy The objectives of the Policy 1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration. 2. To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies. 3. To carry out evaluation of the performance of Directors. 4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations. 5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013 The particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure - I to this Report. Extracts of Annual Return The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - II to this Report. The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014 Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - III to this Report. Risk Management Committee Risk Management Committee consists of the following persons namely Mr. G. Parameswara Rao, Chairman and Director, Mr. G.R. Venugopala Chary, Director and Mrs. Geetanjali Toopran Executive Director & CFO. The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures laid down to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company. CORPORATE SOCIAL RESPONSIBILITY Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company for the financial year 2014-15 yet the Company has been, over the years, pursuing as part of its corporate philosophy. The company has formulated a CSR policy and the same is available the Company's website. Mechanism for Evaluation of Board Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors. A) Criteria for evaluation of Board of Directors as a whole i. Identifying, Defining and Extent of realising the corporate objectives ii. Regular monitoring of plans and Corporate results against projections. iii. Direct, monitor and evaluate Key managerial personnel, Senior officials. iv. Review of company's ethical conduct. v. The flow of information to board members and between board members; vi. Identify, monitor and mitigate significant corporate risks B) Criteria for evaluation of the Individual Directors i. Leadership and stewardship abilities. ii. Ability to contribute by introducing best practices to address top management issues; iii. Assess policies, structures and procedures. iv. Review of strategic and operational plans and objectives. v. Statutory compliance & Corporate governance; vi. Attendance and contribution at Board/Committee meetings; Directors and Key Managerial Person Mrs. Veena Gundavelli, Managing Director, retire by rotation and being eligible offer herself for re-appointment at the ensuing Annual General Meeting. Mrs. Geetanjali Toopran, Director, retire by rotation and being eligible offer herself for re-appointment at the ensuing Annual General Meeting. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the Year Mr. Sulabh Mishra, Company Secretary has resigned with effect from 11.06.2014. The Board of Directors in their meeting held on 12th June, 2015 have appointed Mr. D. Santosh Kumar as a Company Secretary in pursuance of Section 203 and other applicable provisions of the Companies Act, 2013 with effect from 12th June, 2015. The Board of Directors in their meeting held on 22nd December, 2014 have appointed Mrs. Geetanjali Toopran, who is an Executive Director and a Member of Audit Committee as a Chief Financial Officer in pursuance of Section 203 and other applicable provisions of the Companies Act, 2013 with effect from 22nd December, 2014. Deposits The Company has not accepted any deposits from the Public covered by the provisions of Section 73 of the Companies Act, 2013. AUDITORS Statutory Auditors M/s. Ramu and Ravi, (Firm Registration No. 006610S), Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 26.09.2014 until the conclusion of next Annual General Meeting. Hence they offered themselves for reappointment and have confirmed their eligibility in terms of the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rules, 2014. Therefore, reappointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. Secretarial Auditors Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Soumya Dafthadar, Practicing Company Secretary to undertake the secretarial audit of the company.The Secretarial Audit Report is annexed herewith as 'Annexure - IV'. The Secretarial Auditor's Report does not contain any qualifications, reservations or adverse remarks except the following: The company has not appointed Company Secretary, from the date of resignation of existing Company Secretary till the end of audit period as required/mandated under Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Boards' Reply: The company was under the process of short listing and finalising the suitable candidate for the office of Company Secretary of the Company. Despite best efforts from the management, process of selection of appropriate candidate for the above mentioned office got delayed due to shortage of suitable candidates to meet the requirements of the Company. However, the company has filled up the vacancy as on the even date of this report. Audit Committee Audit Committee consists of the following Directors namely Mr. G.R. Venugopala Chary, Chairman of the Committee, Mr. G. Parameswara Rao, Dr. Rafiq K. Dossani, Mr. Jnana Ranjan Dash and Mrs. Geetanjali Toopran. Except Mr. G. Parameswara Rao and Mrs. Geetanjali Toopran, all the other members of the Audit Committee are Independent Directors. There is no such incidence where Board has not accepted the recommendations of the Audit Committee during the year under review. Corporate Governance A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor's Certificate on its compliance. Disclosure Requirements Policy in dealing with related party transactions, whistle blower policy, prevention of sexual harassment of women at workplace, corporate social responsibility policy including details of familiarization programme of Independent Directors are available on the company's website: http://www.technvision.com. Vigil Mechanism The Board of Directors has adopted a Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. Statement of particulars of appointment and remuneration of managerial personnel The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - 5 to this Annual Report. Internal Control Systems and their adequacy The Company has an adequate internal control system commensurate with the size and complexity of the organization. The Company has undertaken a comprehensive review of all internal control systems to take care of the needs of the expanding size of the Company and also upgraded the IT support systems. A system of internal audit to meet the statutory requirement as well as to ensure proper implementation of management and accounting controls is in place. The Audit Committee periodically reviews the adequacy of the internal audit functions. Change in the nature of business There is no change in the nature of business of the Company. The details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and company's operations in future No Significant and material orders have been passed during the year by the Regulators or Courts or Tribunals impacting the Going Concern status and company's operations in future. Material changes and commitments There are no Material changes and commitments in the business operations of the Company from the financial year ended on 31 March 2015 to the date of signing of the Director's Report. Policy on Sexual Harassment The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended on 31 March 2015,the Company has not received any Complaints pertaining to Sexual Harassment from anyone. CEO'S DECLARATION Pursuant to the provisions of Clause 49 of the Listing Agreement, a declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed. Acknowledgement Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockists, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company. Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support. By order of the Board TechNVision Ventures Ltd., sd/- G. Parmeswara Rao Chairman DIN: 00050780 Registered Office: 1486 (12-13-522), Lane No. 13, Street No. 14, Tarnaka, Secunderabad - 500 017. Telangana, India CIN: L51900TG1980PLC054066 Phone Nos.: 040-2717 0822, 27175157, 27177951, Fax No.: 040-2717 3240 E-Mail:Santosh.diddiga@solix.in Date: 24th July, 2015 |