| Dear Members,
The Directors hereby present the Twenty First Annual Report of your
Company together with the Audited Accounts including Consolidated
Accounts for the financial year ended March 31, 2015 and the report of
the Auditors thereon.
FINANCIAL RESULTS: (In Rupees)
Standalone
PARTICULARS 2014 - 2015 2013 - 2014
Revenue from operations 54,572,549 47,272,600
Other Income 2,484,645 2,301,888
TOTAL INCOME 57,057,194 49,574,488
Total Expenditure 49,735,031 43,432,952
Profit / (Loss) before exceptional Items 7,322,163 6,141,536
Exceptional Items - -
Profit / (Loss) before extraordinary items 7,322,163 6,141,536
Extraordinary items - -
Profit / (Loss) before tax 7,322,163 6,141,536
Less: Provision for tax - -
Fringe Benefit Tax - -
Deferred Tax - -
Profit / Loss after tax for the year 7,322,163 6,141,536
Basic and Diluted EPS 0.63 0.53
Consolidated
PARTICULARS 2014 - 2015 2013 - 2014
Revenue from operations 82,919,783 72,349,239
Other Income 2,484,645 2,301,888
TOTAL INCOME 85,404,428 74,651,127
Total Expenditure 78,040,635 67,801,638
Profit / (Loss) before exceptional Items 7,363,793 6,849,489
Exceptional Items - -
Profit / (Loss) before extraordinary items 7,363,793 6,849,489
Extraordinary items - -
Profit / (Loss) before tax 7,363,793 6,849,489
Less: Provision for tax - -
Fringe Benefit Tax - -
Deferred Tax - -
Profit / Loss after tax for the year 7,363,793 6,849,489
Basic and Diluted EPS 0.64 0.59
Industry Structure and development
Microsoft Dynamics is a growing business and global organizations
identify Microsoft Dynamics as the preferred vendor for their next ERP
investment.Microsoft Dynamics customer relationship management (CRM)
and enterprise resource planning (ERP) software connects people,
processes, and systems. With easy to use, fast to implement tools to
manage financials, supply chain, and operations.Microsoft Dynamics is
sold by a global network of solution specialists, known as partners or
resellers.
State of Company affairs
B2B is one of the Microsoft Partner specialized in
providingImplementation services for Microsoft Dynamics ERP in
Microsoft Dynamics World. Our diverse clientele includes mid-sized
companies and larger enterprises.
As a Microsoft partner - B2B advances and adds value to Microsoft's
leading business solutions and client relationships by ensuring that
companies get the highest level of attention, expertise and results
from Microsoft technology.
B2B has developed several Add-on's namely Quality, HR & Payroll, Plant
Maintenance and Life sciences Vertical for Microsoft Dynamics on NAV
and AX.
LISTING OF EQUITY SHARES:
The Company's Equity shares are presently listed on BSE Limited and the
Company has paid the Annual Listing Fees to the said Stock Exchanges
for the financial year 2014 - 2015.
TRANSFER TO RESERVES:
Your Company has accumulated losses amounting to Rs.72,561,661/-
brought forward from the previous years. The profit of Rs.7,322,163/-
earned during the year has been adjusted against the losses and the
accumulated losses are reduced to Rs.65,567,354/-. Hence your company
does not propose to transfer any amount to the Reserves.
CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year under review, there has been no change in the nature of
business of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There are no material changes and commitments in the business
operations of the Company from the Financial year ended 31st March,
2015 to the date of signing of the Directors Report.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:
During the year, the Board of Directors ('the Board') reviewed the
affairs of the subsidiary. In accordance with Section 129(3) of the
Companies Act, 2013, we have prepared consolidated financial statements
of the Company and its subsidiary, which form part of the Annual
Report. Further, a statement containing the salient features of the
financial statement of the subsidiary in the prescribed format AOC - 1
is appended as Annexure 1 to the Board's report. The statement also
provides the details of performance, financial positions of each of the
subsidiaries.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements
and related information of the Company and audited accounts of the
subsidiary, are available on our website www.b2bsoftech.com. These
documents will also be available for inspection during business hours
at our registered office.
CORPORATE GOVERNANCE:
The Corporate Governance Report and a certificate by the Statutory
Auditors regarding compliance of the conditions of corporate governance
by your Company as stipulated in clause 49 of the Listing Agreement
with Stock Exchanges, are annexed to this Report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All the Independent Directors have given declarations 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) of Section 149 of the Companies Act, 2013.
MEETING OF INDEPENDENT DIRECTORS:
The performance of the Individual Directors on the Board and the
Committees thereof is done by the Board and the Independent Directors
in their exclusive meeting done as per the policy formulated by the
Board in this regard.
VIGIL MECHANISM:
In terms of the provisions of Section 177 of the Companies Act, 2013
your Company has formulated a Whistle Blower Policy as a Vigil
Mechanism. This mechanism aims for conducting the affairs in a fair and
transparent manner by adopting highest standards of professionalism,
honesty, integrity and ethical behaviour. All permanent employees of
the Company are covered under the policy.
This mechanism is for the employees to report concerns about unethical
behaviour, actual or suspected fraud or violation of Code of Conduct
and Ethics. It also provides for adequate safeguards against
victimization of employees who avail of the mechanism and allows direct
access to the Chairman of the Audit Committee in exceptional cases.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the performance evaluation of the Board, the
Committees of the Board and Individual Directors is done on 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.
CHANGES IN DIRECTORS:
INDUCTIONS:
On the recommendations of the nomination and remuneration committee,
the Board appointed Ms. Rajeswari Immani (DIN: 07127791) as an
Independent Director on the Board with effect from 28th March, 2015. We
seek your support in confirming the appointment of Ms. Rajeswari Immani
(DIN: 07127791) in the ensuing Annual General Meeting.
RE - APPOINTMENTS:
As per the provisions of the Companies Act 2013, Dr. Murthy Mutyala
(DIN: 02394524) and Dr. Ram Nemain (DIN: 01131212) retire at the
ensuing Annual General Meeting and being eligible, seek their
re-appointment. The Board recommends their re-appointment.
None of the independent directors will retire at the ensuing Annual
General Meeting.
RESIGNATIONS:
None of the Directors have resigned during the year under review.
CHANGES IN KEY MANAGERIAL PERSONNEL:
Dr. RAM NEMANI:
During the year, the Board of your Company has appointed existing
Director Dr. Ram Nemani as Chief Executive Officer (CEO) with effect
from 1st October, 2014 which was approved by the Audit Committee and
the Nomination and Remuneration Committee.
EXECUTIVE DIRECTORS :
Mr. V. Bala Subramanyam was appointed as Executive Director with effect
from 1st October, 2014 for a period of 3 years. Mr. V.V. Nagendra was
redesignated as the Executive Director of the company with effect from
1st October, 2014 for a period of 3 years. The said appointments were
approved by the members in the AGM held on 30.09.2014.
Mr. SUNIL NEMANI:
During the year, the Board of your Company has appointed existing
Director Mr. Sunil Nemani as the Chief Financial Officer (CFO) with
effect from 1st October, 2014 which was approved by the Audit Committee
and the Nomination and Remuneration Committee.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review 8 (Eight) Board meetings were held on the
following dates:
a. 28.05.2014
b. 06.08.2014
c. 23.08.2014
d. 30.09.2014
e. 25.10.2014
f. 16.12.2014
g. 12.02.2015
h. 28.03.2015
The intervening gap between any two Board Meetings was within the period
prescribed under the provisions of the Companies Act, 2013. All the
recommendations given by the Audit Committee are accepted by the Board.
INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Act, and based on
the representations received from the management, the directors hereby
confirm that:
i. in the preparation of the annual accounts for the financial year
2014 - 15, the applicable accounting standards have been followed and
there are no material departures;
ii. 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 of the Company for the
financial year;
iii. and sufficient care to the best of their knowledge and ability for
the maintenance of adequate accounting records in accordance with the
provisions of the Act. They confirm that there are adequate systems and
controls for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
iv. prepared the annual accounts on a going concern basis;
v. laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and operating
properly; and
vi. devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating
effectively
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
There have been no loans, guarantees & investments under Section 186 of
the Act during the financial year 2014 - 15. CORPORATE SOCIAL
RESPONSIBILITY:
Your Company does not fall under any of the criteria specified under
the provisions of Companies Act, 2013. Hence the Company has not
constituted any committee and is required to furnish information
required under the provisions of the said Act.
COMMITTEES OF THE BOARD:
Audit Committee
The Audit Committee constitutes of Mr. M. Rambabu, Mr. A. Rambabu, Mr.
Ch. Suresh, Ms. Rajeswari Immani, Dr. Murthy Mutyala and Dr. Ram
Nemani. The Board of Directors have accepted all the recommendations
given by the Audit Committee. The terms and reference of Audit
Committee and details of meetings are given in the Corporate Governance
Report.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee consits of Mr. A. Rambabu,
Mr. M. Rambabu, Mr. Ch. Suresh and Dr. Murthy Mutyala. The terms of
reference and the policy are provided in the Corporate Governance
Report.
TRANSACTIONS WITH RELATED PARTIES:
There were no related party transactions during the year except that
entered in the ordinary course of business and on arms length basis.
There were no materially significant related party transactions between
your Company and the Directors, promoters, Key Managerial Personnel and
other designated persons which may have a potential conflict with the
interest of company at large.
Form AOC - 2 for disclosure of particulars of contracts / arrangements,
entered into by your company with related parties is attached herewith
as Annexure - II.
Risk and Risk Mitigations :
Microsoft Dynamics being a growing business, new entrants into the
market and competition will continue to exert pricing pressure
undermining industry profitability. Strategic positioning and
generating higher level of economic value by continuing to build IP and
offer value added services around verticals and add-on's is mandatory.
Scale of operations is limited to the existing level unless a fresh
funding route is identified. The Board of Directors of your company
have not identified any risks which will affect the going concern
nature of the company.
TECHNOLOGY ABSORPTION, ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS
AND OUTGO:
Information in accordance with clause (m) of sub section (3) of Section
134 of the Companies Act, 2013 is annexed herewith as Annexure - III to
this report.
PARTICULARS OF EMPLOYEES:
The information and statement required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5 (1) and 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company are provided in Annexure - IV and
forms part of this report.
The Nomination and remuneration committee of the Company has affirmed
that the remuneration is as per the Remuneration policy of the Company.
Your Directors take this opportunity to record their deep appreciation
of the continuous support and contribution from all employees of the
Company.
EXTRACT OF ANNUAL RETURN:
As required under Sub-Section (3) of Section 92 of the Companies Act,
2013 and Rule 12(1) of the Companies (Management and Administration)
Rules, 2014 an extract of Annual Return in Form MGT - 9 forms part of
this report as Annexure - V.
DEPOSITS:
During the year under review your Company has not accepted any fixed
deposits and, as such, no amount of principal or interest was
outstanding as of the Balance Sheet date.
AUDITORS:
Statutory Auditors:
At the Annual General Meeting held on September 30, 2014 M/s.
Umamaheswara Rao & Co., Chartered Accountants, were appointed as the
Statutory Auditors of the Company to hold office till the conclusion of
the Annual General Meeting to be held in the calendar year 2019. In
terms of the first proviso to Section 139 of the Companies Act, 2013,
the appointment of the auditors shall be placed for ratification at
every Annual General Meeting. Accordingly, the appointment of M/s.
Umamaheswara Rao & Co., Chartered Accountants, as the statutory
auditors of the Company is placed for ratification by the shareholders.
In this regard, the Company has received a certificate from the
auditors to the effect that if they are reappointed, it would be in
accordance with the provisions of Section 141 of the Companies Act,
2013.
There are no specifications, reservations, adverse remarks on
disclosures by the Statutory Auditors in their report. They have not
reported any incident of fraud to the Audit Committee of the Company
during the year under review.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the Company has appointed Mrs. K. Jhansi Laxmi,
Company Secretary in Whole time Practice to undertake the Secretarial
Audit of the Company for the financial year 2014 - 2015. The
Secretarial Audit report is annexed herewith as Annexure - VI
Reply to observation raised by the Secretarial Auditor:
Owing to the Financial position of the Company, we are not able to find
a Whole Time Company Secretary who is suitable for our size of Company.
The Company is still in process of search of a Whole Time Company
Secretary.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed there under.
During the financial year 2014-15, the Company has not received any
complaints on sexual harassment.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation for the assistance
and co-operation extended by the Bankers, STPI, Customs and Central
Excise and various State and Central Government Agencies. Your
Directors also thank all the Customers, Members and Employees for their
valuable support and confidence in the Company.
For and on behalf of the Board
Place : Hyderabad
Date : 14.08.201 V. BALA SUBRAMANYAM V.V. NAGENDRA
Executive Director Executive Director
DIN: 06399503 DIN: 0231729
|