DIRECTORS' REPORT To the Members, Your Directors present their report on the business and operations of the company for the year ending 31st March, 2015 PERFORMANCE OF THE COMPANY The performance of the Company during the financial year ended on 31st March 2015 is summarized below. REVIEW OF THE PERFORMANCE FOR THE ACCOUNTING YEAR ENDED 31st MARCH 2015 BUSINESS TRANSFORMATION The management team supported by a highly respected Board has continued to build a technology and engineering company with a focus on Defense/ Homeland security, Financial Intelligence, Manufacturing intelligence, Health Care/ Life sciences including computational genomics and Communication technologies. These verticals along with a strong growth strategy built around Product Engineering and Cloud Engineering will form the core of the future strategy of the company. Realtime Techsolutions Ltd (RTTS), headquartered in Bangalore, a core subsidiary of the company is the premier player in Intelligence platform for the Defense and Homeland security. This transaction was done as a share swap. The performance of RTTS is provided below. OUTLOOK OF THE COMPANY The company through its subsidiary RTTS intends to grow Defense and the Homeland security practice aggressively organically and inorganically. The company has identified opportunities in the other areas as per its strategic plan. Given the recent changes in the Indian government and refocused intent to spend budgetary resources on the Defense Sector, the company is expecting a robust Order Book (approx. Rs 75 Crores), and expects to grow at a rapid pace, subject to availability of working capital. The subsidiary company RTTS continues to invest in producing proof of concept to various clients which will potentially end up as order in future and it has invested over Rs 175 mm in R&D in the last years. The management team believes that the potential of its chosen activities is enormous and is very optimistic about the years ahead. VIGIL MECHANISM The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. PERSONNEL The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees. The information required pursuant to Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company in this regard. FIXED DEPOSITS Your Company has not accepted any deposits from the public during the year under review and there are no deposits matured and outstanding as on 31st March, 2015. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS As on March 31, 2015, there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Act. The Company has certain unquoted investments in its subsidiary companies . The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements. SUBSIDIARY COMPANIES In accordance with the provision of the Companies Act 2013, the Annual Report of the following wholly owned subsidiaries is annexed to this Annual Report: 1. Synergy Information Technology Inc., USA 2. Synergy Log-In Systems Sdn. Bhd., Malaysia 3. Globsyn Technologies Inc., USA 4. Sigma Soft Pte Ltd., Singapore 5. BT System & Services Limited RELATED PARTY TRANSACTIONS All Related Party Transactions that were entered into during the financial year were on arm's length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement. DIRECTORS None of companies directors are disqualified from being appointed as directors as specified in the provisions of section 149,150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement DIRECTORS' RESPONSIBILITY STATEMENT: Directors' Responsibility Statement Pursuant to Section 134 of the Act, the Directors state that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) Appropriate accounting policies have been selected and applied consistently and have 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 March 31, 2015 and of the profit and loss of the Company for the year ended March 31, 2015; (c) Proper and sufficient care has been taken 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; (d) The annual accounts have been prepared on a going concern basis; (e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively; (f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CORPORATE GOVERNANCE The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. COMPLIANCE CERTIFICATE A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 40 of the Listing Agreement is attached to this Report along with the Report on Corporate Governance. A similar certificate from the Secretarial Auditor of the Company regarding compliance of the conditions of Corporate Governance is also attached. PREVENTION OF SEXUAL HARASSMENT POLICY The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment. BANKS Bankers to the Company is HDFC Bank Limited.. AUDITORS The Auditors M/s. R. Devaranjan & Co. Chartered Accountant who have been appointed for the period of 5 years in the last Annual General meeting of the Company have confirmed their eligibility and willingness to accept the office. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO Energy, Technology Absorption and Foreign Exchange Information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo are set out in the Annexure included in this report. ACKNOWLEDGEMENT Your Directors thank the customers, investors and bankers for their continuing support to your company's growth. Yours Directors place on record their appreciation of the contribution made by the employees at all levels, who, through their competence, hard work, solidarity, co-operation and support, have enabled the company to achieve significant growth during the year. CAUTIONARY NOTE The statements forming part of the directors' report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements. |