Your Directors present the Twenty-secondAnnual Report together with the AuditedAccounts 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 theprevious year are summarised as under:
|PARTICULARS ||31.03.2014 ||31.03.2013 |
|Sales & Other Income ||1000500 ||4002300 |
|Profit / (Loss) before Depreciation and Tax ||40958 ||(498715) |
|Less: Depreciation ||103004 ||103004 |
|Profit / (Loss) before Tax ||(62046) ||(601719) |
|Provision for Deferred Tax Asset ||(12421) ||(9442) |
|Profit / (Loss) after Tax ||(49625) ||(592277) |
|Weighted Average number of Shares ||17218759 ||17218759 |
|EPS Basic & Diluted ||(0.003) ||(0.03) |
OPERATIONS AND PERFORMANCE
During the year under review the company reported loss of Rs.0.50 lakhs as opposed toloss of Rs. 5.92 lakhs reported in the previous year. The company has not taken up anymajor activity in the development of Software for the clients. Revenue was generated thrusmall job works. A major cost reduction program introduced in earlier year continues tobenefit the company.
Your directors do not recommend any dividend as there was a loss during the year underreview.
PUBLIC DEPOSITS AND LOANS/ ADVANCES
The Company has not accepted any public deposits during the financial year. Theparticulars of loans/ advances and investment in its own shares by listed companies theirsubsidiaries associates etc. required to be disclosed in the annual accounts of thecompany pursuant to Clause 32 of the listing agreement with the company are furnishedseparately.
Mr. Rajendra Jain retires by rotation and being eligible offers himself forre-appointment. The Board recommends his re-appointment.
Mr. Shreyas S Shah and Mr. Jayabalan Jayakumar have been appointed as IndependentDirectors 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 motivatingemployees at all levels and shall always place all necessary emphasis on continuousdevelopment 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 allnecessary measures to protect the environment and maximize worker protection and safety.
M/s Siddharth Mehta & Co. Chartered Accountants Statutory Auditors of the Companyretires at the conclusion of the ensuing Annual General Meeting of the Company and areeligible for reappointment. The Company has obtained confirmation that if appointed itwould be in conformity with the provisions of section 141 of the Companies Act 2013 andwill be within the limits specified therein. The Board recommends reappointment.
The notes on accounts are self explanatory to the comments made by the Auditors intheir 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 toreceive Listing confirmation of 7744760 equity shares issued on Preferential basis foracquisition and merger of three companies viz Elan Integrated Systems Pvt. Ltd. R3Ventures Pvt. Ltd. and Millennium E- soft Solutions. Efforts are continuing to have thoselisted.
The report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement along with the Auditors Certificate for its due compliance forms part ofthe Annual Report. Your company has taken adequate steps for compliance with the CorporateGovernance 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 requiredunder Companies (Disclosure of Particulars in the Report of Board of Directors) Rules1988 are not applicable to your company. There were no foreign exchange earnings and outgoduring 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 constantlyand made judgments and estimates that are reasonable and prudent to give a true and fairview of state of affairs of the Company at the end of the financial year and of the profitor loss of the Company for that period.
iii. that Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe 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.
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 timeto ensure compliance of the provisions of the applicable acts and statutes. Also theAnnual Return of the Company is being certified by practicing company secretary from yearto year and the company is also taking certifications from them for Stock ExchangeCompliances.
PARTICULARS OF EMLPOYEES U/S 134 OF THE ACT
None of the employees have received remuneration in excess of the sum prescribed u/s134 of the Companies Act 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on Management Discussion and Analysis Report forming part of theAnnual report is attached.
Your directors would like to place on record their sincere gratitude to theshareholders bankers business associates clients for their continued patronage andco-operation. The directors are also happy to place on record their appreciation for thewhole hearted commitment and contribution made by all the employees and look forward totheir continued support.
| ||FOR AND ON BEHALF OF THE BOARD |
|Date: 13.08.2014 ||Jaybalan Jaykumar ||Rajendra Jain |
|Place: Chennai ||Director ||Director |