Your Directors present the Twenty-secondAnnual Report together with the Audited
Accounts of the Company for the Financial Year ended on 31st March 2014.
The financial results of the Company during the year under review as compared to the
previous year are summarised as under:
|Sales & Other Income
|Profit / (Loss) before Depreciation and Tax
|Profit / (Loss) before Tax
|Provision for Deferred Tax Asset
|Profit / (Loss) after Tax
|Weighted Average number of Shares
|EPS Basic & Diluted
OPERATIONS AND PERFORMANCE
During the year under review the company reported loss of Rs.0.50 lakhs as opposed to
loss of Rs. 5.92 lakhs reported in the previous year. The company has not taken up any
major activity in the development of Software for the clients. Revenue was generated thru
small job works. A major cost reduction program introduced in earlier year continues to
benefit the company.
Your directors do not recommend any dividend as there was a loss during the year under
PUBLIC DEPOSITS AND LOANS/ ADVANCES
The Company has not accepted any public deposits during the financial year. The
particulars of loans/ advances and investment in its own shares by listed companies, their
subsidiaries, associates etc. required to be disclosed in the annual accounts of the
company pursuant to Clause 32 of the listing agreement with the company, are furnished
Mr. Rajendra Jain retires by rotation and being eligible offers himself for
re-appointment. The Board recommends his re-appointment.
Mr. Shreyas S Shah and Mr. Jayabalan Jayakumar have been appointed as Independent
Directors in terms of the provisions of the Companies Act 2013.
INDUSTRIAL RELATIONS AND HUMAN RESOURCE MANAGEMENT
The Company is constantly working to create a congenial work environment and motivating
employees at all levels and shall always place all necessary emphasis on continuous
development of its human resource.
The Company does not have any subsidiary
HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION
The Company has been regularly complying with relevant laws and has been taking all
necessary measures to protect the environment and maximize worker protection and safety.
M/s Siddharth Mehta & Co., Chartered Accountants, Statutory Auditors of the Company
retires at the conclusion of the ensuing Annual General Meeting of the Company and are
eligible for reappointment. The Company has obtained confirmation that if appointed it
would be in conformity with the provisions of section 141 of the Companies Act, 2013 and
will be within the limits specified therein. The Board recommends reappointment.
The notes on accounts are self explanatory to the comments made by the Auditors in
their Report and therefore do not call for any further explanations.
The shares of the company are listed in Bombay Stock Exchange. The company is yet to
receive Listing confirmation of 77,44,760 equity shares issued on Preferential basis for
acquisition and merger of three companies viz, Elan Integrated Systems Pvt. Ltd., R3
Ventures Pvt. Ltd. and Millennium E- soft Solutions. Efforts are continuing to have those
The report on Corporate Governance as stipulated under Clause 49 of the Listing
Agreement along with the Auditors Certificate for its due compliance forms part of
the Annual Report. Your company has taken adequate steps for compliance with the Corporate
Governance guidelines, as amended from time to time.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information regarding conservation of energy and technology absorption as required
under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are not applicable to your company. There were no foreign exchange earnings and outgo
during the financial year.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, your Directors confirm :
i. that in preparation of accounts, applicable accounting standards have been followed;
ii. that directors have selected such accounting policies and applied them constantly
and made judgments and estimates that are reasonable and prudent to give a true and fair
view of state of affairs of the Company at the end of the financial year and of the profit
or loss of the Company for that period.
iii. that Directors have taken proper and sufficient care for maintenance of adequate
accounting records in accordance with the provisions of the Companies Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
iv. that the directors have prepared Annual Accounts on a Going Concern basis.
The appointment of Whole time Company Secretary is under consideration of the Company.
The company has been availing services of practicing company secretary from time to time
to ensure compliance of the provisions of the applicable acts and statutes. Also the
Annual Return of the Company is being certified by practicing company secretary from year
to year and the company is also taking certifications from them for Stock Exchange
PARTICULARS OF EMLPOYEES U/S 134 OF THE ACT
None of the employees have received remuneration in excess of the sum prescribed u/s
134 of the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on Management Discussion and Analysis Report forming part of the
Annual report is attached.
Your directors would like to place on record their sincere gratitude to the
shareholders, bankers, business associates, clients for their continued patronage and
co-operation. The directors are also happy to place on record their appreciation for the
whole hearted commitment and contribution made by all the employees and look forward to
their continued support.
||FOR AND ON BEHALF OF THE BOARD