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Compudyne Winfosystems Ltd.

BSE: 532306 Sector: IT
NSE: COMPUDYNE ISIN Code: INE531B01014
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Compudyne Winfosystems Ltd. (COMPUDYNE) - Director Report

Company director report

COMPUDYNE WINFOSYSTEMS LIMITED ANNUAL REPORT 2004-2005 DIRECTOR'S REPORT Your Directors have pleasure to present the 10th Annual Report and Audited Accounts for the financial year ended 31st March 2005. 1) The State of Affairs of the Company 1.1 Financial Results Rs. in lakhs Year ended, March 31st 2005 2004 Revenue 62.95 147.19 Profit before Depreciation and Tax (535.89) (2318.27) Less: Depreciation (491.91) (482.43) Profit/(Loss) Before Tax (1027.80) (2800.70) Less: Provision for tax Nil Nil Profit/(Loss) After Tax (1027.80) (2800.70) Your Company could not make good progress during the year, because of continued depressed global economy, financial constraints and lack of orders. 1.2 Business Prospects Not withstanding the present difficulties faced by it, your Company is till hopeful of undertaking orders, with financial support from the Banks. Your Company can still provide services such as Animation and Visual Effects (VFX) for Movies, Television, Commercials/Advertisement and Games, and also Internet Application Solutions to various customers worldwide. Digital.art.media (DAM), the Entertainment Division of Compudyne is the key productive unit of the company and will play a major role in the success of the company in the years to come by delivering quality products on time and in a cost effective manner. 2. Proposed transfer of profits to reserves In view of the loss your directors do not propose to transfer any funds to the General Reserve. 3. Dividend Considering that the company has incurred a Loss during the year, your directors do not recommend any dividend payment for the year financial year 2004-05. 4. Increase in share capital There is no increase in the Share Capital of the Company during the year. 5. Term Borrowing There has been no major change in the term borrowings during the year. 6. Quality Your company believes that Quality is built into systems during the whole process through which they are delivered, rather than being introduced as a check at any specific point in the process. Your company's commitment to Quality has resulted in receiving the prestigious ISO 9001:2000 certification. Your company has a well-documented Quality Management System that addresses the key practices of SEI-CMM and ISO 9001-2000. 7. Fixed Deposits The fixed deposit outstanding the meaning of Section 58A of the Companies Act, 1956 as on 31.03.2005 is 13.83 lakhs. During the year matured fixed deposit of Rs. 0.15 Lakhs have been repaid. 8. Directors As at 31.3.2005 the Board cons of 3 directors of which, one director namely, Mr. S S Dahiya is the whole time director of the company. 9. Auditors VNG Nath Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re appointed. 10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as per section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given below: A. Conservation of Energy The Company's operations involve low energy consumption. However, efforts to conserve and optimize the use of energy through improved operational methods and other means will continue. B. Technology Absorption a) Research and Development Research and Development was carried out in the filed of Multimedia, Engineering Services, Visual Effects to Entertainment Industry and Animations with latest technology to provide better services and quality of work to the clients. b) Technology absorption, Adoption and Innovation Your Company has been constantly upgrading to cater to new technology in the Multimedia, Visual Effects and Animations. It has also upgraded the systems to the latest technology and to meet market needs. C) Foreign Exchange Earnings and Outgo Foreign Exchange Earnings and outflow Particulars Current year Previous year Earnings: Rs. 29,15,213 Rs. 55,41,072 US$ 53,067 US$ 87,690 JPY NIL JPY 1,470,000 GBP 6,500 11,540 Expenditure: Rs. 46,500 Rs. 22,53,073 US$ 1,000 US$ 32,614 JPY NIL JPY 20,11,889 11. Particulars of employees The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors' Report for the year ended March 31, 2004: NIL 12. Directors Responsibility Statement The Directors, pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2002, hereby state: i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) that the directors have selected the 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 or loss of the company for that period; iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv) that the directors have prepared the annual accounts on a going concern basis. 13. Acknowledgements Your Board takes this opportunity to thank its shareholders, customers, vendors, employees, Banks and financial institutions for their valuable support and co-operation to the company during the year. Your directors also thank the Software Technology Park-Bangalore, State Government, Reserve Bank of India, Registrar of Companies, Stock Exchanges and other agencies for their support and co-operation. For and on behalf of the Board S.S Dahiya Chairman and Managing Director Place : Bangalore Date : 24.06.2005

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