DIRECTORS
Your Directors present the Twentieth Annual Report together with the Audited Accounts
of the Company for the Financial Year ended on 31st March 2012.
FINANCIAL HIGHLIGHTS
The financial results of the Company during the year under review as compared to the
previous year are summarised as under:
| PARTICULARS |
31.03.2012 |
31.03.2011 |
| Sales & Other Income |
8,773,185 |
2,875,065 |
| Profit / (Loss) before Depreciation and Tax |
(1,067,039) |
(32,614,856) |
| Less: Depreciation |
238,614 |
239,926 |
| Profit / (Loss) before Tax |
(1,305,653) |
(32,854,782) |
| Provision for Deferred Tax Asset |
52,019 |
44,921 |
| Profit / (Loss) after Tax |
(1,253,634) |
(32,810,491) |
| Add: Balance Brought Forward |
(89,556,339) |
(56,745,847) |
| Balance Carried Over to Balance Sheet |
(90,809,973) |
(89,556,339) |
| EPS Basic & Diluted |
(0.07) |
(1.91) |
| Weighted Average number of Shares |
17,218,759 |
17,218,759 |
OPERATIONS AND PERFORMANCE
During the tear under review the company reported loss of Rs.1.25 million as opposed to
loss of Rs. 32.81 million reported in the previous year. Top line was generated thru job
works for clients and also outsourcing software development with minimum margin. A major
cost reduction program was introduced which had significantly reduced the overheads.
Benefit of the program is expected to yield result in future years as well. Company plans
to enter into Trading activity of Hardware and other items to improve revenue. Result of
this effort is likely to come during current year.
DIVIDEND
Your directors do not recommend any dividend as there was a loss during the year under
review.
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 separately.
DIRECTORS
Directors Mr. Veera Mohan Arunasalam and Mr.Gunasageran Nadeson resigned from the Board
effective September 3, 2012 due to their commitment overseas. The Board places on record
its appreciation of the valuable services rendered by them during their tenure as member.
Directors Mr. N. K. Premanandhan and Mr. Rajendra Jain retire by rotation at the
ensuing Annual General Meeting of the Company and being eligible offer themselves for
reappointment. The Board recommends their reappointment.
Mr. Jaybalan Jaykumar was appointed as an additional director on 3rd
September 2012 in terms of Section 260 of the Companies Act, 1956. He holds office up to
the date of the ensuing Annual General Meeting to be held on 28th September, 2012. The
requisite notices together with necessary deposits have been received from members
pursuant to section 257 of the Companies Act, 1956 proposing appointment of Mr. Jaybalan
Jaykumar as director liable to retire by rotation. The Board recommends his appointment as
Director.
INDUSTRIAL RELATIONS AND HUMAN RESOURCE MANAGEMENT
Your Company recognizes the importance of human resource in creating an organization
and wishes to place on record their appreciation for the contribution and support of all
the employees towards the growth of the Company.
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.
SUBSIDIARIES
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.
AUDITORS
M/s Siddharrth Mehta, Chartered Accountant, Statutory Auditors of the Company retires
at the conclusion of the ensuing Annual General Meeting of the Company and is eligible for
reappointment. The Company has obtained confirmation that if appointed it would be in
conformity with the provisions of section 224(1B) of the Companies Act, 1956 and will be
within the limits specified therein.
AUDITORS REPORT
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.
LISTING
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
listed.
REGISTERED OFFICE
Registered office of the Company is at
No. 71, Nehru Nagar Industrial Estate
2nd Link Street, Kottivakkam,
Chennai 600 041
CORPORATE GOVERNANCE
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 217(2AA) of the Companies Act, 1956, 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;
and
iv. that the directors have prepared Annual Accounts on a Going Concern basis.
COMPANY SECRETARY
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
Compliances.
PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT
None of the employees have received remuneration in excess of the sum prescribed u/s
217(2A) of the Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on Management Discussion and Analysis Report forming part of the
Annual report is attached.
ACKNOWLEDGMENT
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 |
| Date: 03/09/2012 |
N.K.Premanandhan |
Rajendra Jain |
| Place: Chennai |
Director |
Director |
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