BOARD'S REPORT To the Members, 1. The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015. The Company has recorded a turnover of Rs. 71.19 Lakhs and a Profit of Rs. 13.93 Lakhs in the current year against the turnover of Rs. 72.32 Lakhs and a Profit of Rs. 12.53 Lakhs in the previous financial year ending 31.03.2014. On consolidated basis company recorded a turnover of Rs. 1476.75 Lakhs and a Profit of Rs. 42.95 Lakhs in the current year against the turnover of Rs. 2898.08 Lakhs and a Profit of Rs. 91.48 Lakhs in the previous financial year ending 31.03.2014. 2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report. 3. CHANGE IN THE NATURE OF BUSINESS, IF ANY: During the period under review and the date of Board's Report there was no change in the nature of Business. 4. DIVIDEND: No dividend is proposed to be declared for the year. 5. BOARD MEETINGS: The Board of Directors met 4 times during the year on 29.05.2014, 13.08.2014, 13.11.2014, 12.02.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the minute's book maintained for the purpose. 6. DIRECTORS AND KEY MANANGERIAL PERSONNEL: In accordance with the Companies Act, 2013 read with Articles of Association of the company the Director namely Mrs. D. Sarojanamma retires by rotation and being eligible, offers herself for re-appointment at this ensuring Annual General Meeting. Your Directors recommend her re-appointment. During the period under review Mr. K. Radhakrishna Reddy was appointed as a CFO of the Company w.e.f. 13.08.2014 and Ms. P. Shivaleela Reddy was appointed as the Company Secretary of the Company w.e.f. 13.08.2014. The appointment of CFO & the Company Secretary was approved by the board of directors in their meeting held on 13.08.2014. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE 1. Scope: This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company. 2. Terms and References: 2.1 "Director" means a director appointed to the Board of a Company. 2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement. 2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement. 3. Policy: Qualifications and criteria 3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations. 3.1.2 In evaluating the suitability of individual Board member the Nomination & Remuneration Committee may take into account factors, such as: • General understanding of the company's business dynamics, global business and social perspective; • Educational and professional background • Standing in the profession; • Personal and professional ethics, integrity and values; • Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively. 3.1.3 The proposed appointee shall also fulfill the following requirements: • shall possess a Director Identification Number; • shall not b disqualified under the companies Act, 2013; • shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting; • shall abide by the code of Conduct established by the company for Directors and senior Management personnel; • shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made; • Such other requirements as amy be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws. 3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company's business. 3.2 criteria of independence 3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall reassess determinations of independence when any new interest or relationships are disclosed by a Director. 3.2.2 The criteria of independence, as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below: An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director- a. Who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience; b. (i) who is or was not a promoters of the company or its holding, subsidiary or associate company; (ii) Who is not related to promoters or directors the company its holding, subsidiary or associate company c. Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or director, during the two immediately preceding financial year or during the current financial year; d. None of whose relative has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial year or during the current finance year; e. Who, neither himself nor any of his relative- (i) Holds or has held the position of a key managerial personnel or is or has been employee of the or associate company in any of the three finance years immediately preceding the finance year in which he is proposed to be appointed; (ii) Is or has been an employee or proprietor or a partner, in any of the three finance year immediately preceding the finance year in which he is proposed to be appointed of- (A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or (B) any legal or a consulting firm that has or had any transaction with the company, its holding subsidiary or associate company amounting to ten per cent or more of the gross turnover of more of the gross turnover of such firm; (iii) holds together with his relatives two per cent or more of the total voting power of the company; or (iv) is a chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five per cent or more of its receipt from the company any of its promoters , directors or its holding subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or (v) is a material supplier, service provider or customer or a lessor or lessee of the company. f. Shall possess appropriate skills experience and knowledge in one or more field of finance , law management, sales, marketing administration, research, corporate governance, technical operations, corporate social responsibility or this disciplines related to the company's business. g. Shall possess such other qualifications as may be prescribed from time to time, under the companies Act,2013. h. Who is not less than 21 years of age 3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies A ct, 2013. 3.3 other directorships/ committee memberships 3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committee shall take into account the nature of , and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board. 3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies. 3.3.3 A Director shall not serve as independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company. 3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships. For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded. Remuneration policy for Directors, key managerial personnel and other employees 1. Scope: 1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company. 2. Terms and Reference: In this policy the following terms shall have the following meanings: 2.1 "Director" means a directors appointed to the Board of the company. 2.2 "key managerial personnel" means (i) The Chief Executive Office or the managing director or the manager; (ii) The company secretary; (iii) The whole-time director; (iv) The chief finance Office; and (v) Such other office as may be prescribed under the companies Act, 2013 2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and clause 49 of the Equity Listing Agreement. 3. Policy: 3.1 Remuneration to Executive Director and key managerial personnel 3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders. 3.1.2 The Board on the recommendation of the Nomination & Remuneration (NR) committee shall also review and approve the remuneration payable to the key managerial personnel of the company. 3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components: (i) Basic pay (ii) Perquisites and Allowances (iii) Stock Options (iv) Commission (Applicable in case of Executive Directors) (v) Retrial benefits (vi) Annual performance Bonus 3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the Nomination & Remuneration (NR) committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives. 3.2 Remuneration to Non - Executive Directors 3.2.1 The Board, on the recommendation of the Nomination & Remuneration (NR) Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of Companies Act, 2013. 3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non Executive Directors shall also be entitled to profit related commission in addition to the sitting fees. 3.3. Remuneration to other employees 3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs. 7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS The Company has received necessary declaration from Mr. P.V. Srinivasa Rao and Ms. R. Kamala Mohan the Independent Directors of the Company, under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).( Annexure II) 8. COMPOSITION OF COMMITTEES AUDIT COMMITTEE AT THE MEETINGS: i) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013. ii) The terms of reference of the Audit Committee include a review of; • Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed. • Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services. • Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. • Reviewing the financial statements and draft audit report including quarterly / half yearly financial information. • Reviewing with management the annual financial statements before submission to the Board, focusing on: 1. Any changes in accounting policies and practices; 2. Qualification in draft audit report; 3. Significant adjustments arising out of audit; 4. The going concern concept; 5. Compliance with accounting standards; 6. Compliance with stock exchange and legal requirements concerning financial statements; 7. Any related party transactions • Reviewing the company's financial and risk management's policies. • Disclosure of contingent liabilities. • Reviewing with management, external and internal auditors, the adequacy of internal control systems. • Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit. • Discussion with internal auditors of any significant findings and follow-up thereon. • Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. • Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors. • Reviewing compliances as regards the Company's Whistle Blower Policy. i ii) The previous Annual General Meeting of the Company was held on 30th September, 2014 and Mr. P.V. Srinivasa Rao, Chairman of the Audit Committee, attended previous AGM. iv) The composition, meetings and the attendance during the year of the Audit Committee is given below: The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014-2015, (4) four meetings of the Audit Committee were held on the 29.05.2014, 13.08.2014, 13.11.2014 and 12.02.2015. Terms of reference: The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Directors of the Company and while approving: • To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc. • To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders. • Remuneration Policy: The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit. The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc. Powers: The Committee has been delegated with the following powers: • To redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of balance sheet, non-receipt of declared dividend etc. • to approve, transfer, transmission, and issue of duplicate / fresh share certificate(s) • Consolidate and sub-division of share certificates etc. • To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general. The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgment in the case of shares held in physical form. The Board has designated Mrs. R. Kamala Mohan as the Compliance Officer. The Company has designated an exclusive e-mail ID called Investorcare@erpsoft.com for redressal of shareholders' complaints/grievances. RISK MANAGEMENT COMMITTEE Role and Responsibilities of the Committee includes the following: • Framing of Risk Management Plan and Policy • Overseeing implementation of Risk Management Plan and Policy • Monitoring of Risk Management Plan and Policy • Validating the process of risk management • Validating the procedure for Risk minimization. • Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes. • Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed. 9. VIGIL MECHANISM: Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company. 10. DIRECTOR'S RESPONSIBILITY STATEMENT: In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 and loss of the company for that period; (c) the directors had 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; (d) the directors had prepared the annual accounts on a going concern basis; and (e) 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. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 11. STATUTORY COMPLIANCE: The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects. 12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES: 100% Subsidiary company, Libertycom LLC in USA is focusing on ERP, Business Intelligence/ Analytics projects and staffing. 13. EXTRACT OF ANNUAL RETURN: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report ( ANNEXURE I) 14. AUDITORS: The Auditors, M/s Vijayaraghavan and Associates, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. 15. SECRETARIAL AUDIT: Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure. 16. QUALIFICATIONS IN AUDIT REPORTS: (a) Statutory Auditors Report: The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years. (b) Secretarial Audit Report: The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of Section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks. 17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: (A) Conservation of energy: Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment. 18. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING: Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review. 19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS: During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future. 20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board. 21. INSURANCE: The properties and assets of your Company are adequately insured. 22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not given loans, Guarantees or made any investments during the year under review. 23. RISK MANAGEMENT POLICY: Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process. 24. CORPORATE SOCIAL RESPONSIBILTY POLICY: Corporate Social Responsibility is not applicable to the Company since the Net Profit of the Company is less than 5 Crores, the Net worth of the Company is less than 500 Crores and also the Turnover of the Company is less than 1000 Crores. 25. RELATED PARTY TRANSACTIONS: All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions other than providing services to Libertycom LLC which is company's Subsidiary in the ordinary course of business. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.erpsoft.com . (Annexure III) 26. FORMAL ANNUAL EVALUATION: As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 23/03/2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up: (a) Review of the performance of non-independent directors and the Board as a whole; (b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The meeting also reviewed and evaluated the performance of non-independent directors. The company has 4 (four) non-independent directors namely: 1. Ms. K. Parvathi Reddy 2. Mrs. D. Sarojanamma 3. Mrs. D. Kowsalyamma 4. Mr. K. Radhakrishna Reddy The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects: • Preparedness for Board/Committee meetings • Attendance at the Board/Committee meetings • Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments. • Monitoring the effectiveness of the company's governance practices • Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board. • Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards. Ms. K. Parvathi Reddy, Managing Director of the company has performed exceptionally well by attending board meetings regularly, by taking active participation in the discussion of the agenda and by providing required guidance from time to time to the company for its growth etc. It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon. 27. DISCLOSURE ABOUT COST AUDIT: Cost Audit is not applicable to the Company. 28. RATIO OF REMUNERATION TO EACH DIRECTOR: Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, no remuneration is being paid to any of the Directors of the Company. 29. LISTING WITH STOCK EXCHANGES: The Company is listed with BSE Ltd. and the Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 where the Company's Shares are listed. 30. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: Report on Corporate Governance is not applicable to the Company since the Paid-up Capital of the Company is less than 10 Crores and the Net worth of the Company is less than 25 Crores. 31. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY NBFC, HOUSING COMPANIES ETC. Not Applicable. 32. SECRETARIAL STANDARDS EVENT BASED DISCLOSURES During the year under review, the Company has not taken up any of the following activities: 1. Issue of sweat equity share: NA 2. Issue of shares with differential rights: NA 3. Issue of shares under employee's stock option scheme: NA 4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA 5. Buy back shares: NA 6. Disclosure about revision: NA 7. Preferential Allotment of Shares: NA 33. EMPLOYEE RELATIONS: Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company. None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013 34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. The following is the summary of sexual harassment complaints received and disposed during the calendar year. No. of complaints received: Nil No. of complaints disposed off: Nil 35. ACKNOWLEDGEMENTS: Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSDL, CDSL, ICICI Bank etc. for their continued support for the growth of the Company. For and on Behalf of the Board ERP Soft Systems Limited Sd/- K. Parvathi Reddy Managing Director (DIN: 00827258) Place: Chennai Date: 28.08.2015 |