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Proline Software & Finance Ltd.

BSE: 531955 Sector: IT
NSE: N.A. ISIN Code: INE303B01018
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Proline Software & Finance Ltd. (PROLINESOFTWARE) - Director Report

Company director report

ANNUAL REPORT 1998-99 Proline Software & Finance Ltd. DIRECTOR'S REPORT Dear Members, Your Directors have the pleasure in presenting their 17th Annual Report together with Statement of Accounts for the period ended on 30th september, 1999. DIVIDEND In view of the inadequacy of profits during the year the Board of Directors of the Company do not recommend any dividend. OPERATIONS Your company is engaged in the business of software development and its marketing, and providing Corporate Advisory Services. The performance of your company for the year under review is not satisfactory & encouraging due to liquidity crunch in the Indian economy. The continuing slump in the capital market also had an impact on the non- fund based activities of the company. As your Company has diversified its activities in the field of software development & marketing and getting good response. It is expected that the company s performance will improve in the current year. DIRECTORS The Directors placed on record their sincere and warm appreciation for the valuable advice and co-operation given by them to the Company. In terms of the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. Sandeep Mansinghka retires by rotation at the Annual General Meeting and being eligible for reappointment, the Board recommends his reappointment. Mr. Nityanand Singh was appointed as Additional Director on 14th June 1999 and holds his office upto the date of the ensuing Annual General Meeting of the Company. The Company has received a notice from a member for the appointment of Mr. Nityanand Singh as Director of the Company. The Board recommends his appointment at the ensuing Annual General Meeting. Mr. Subodh Agarwal was appointed as Additional Director on 14th June 1999, and holds its office upto the date of the ensuing Annual General Meeting of the Company. The Company has received a notice from a member for the appointment of Mr. Subodh Agarwal as Director of the Company. The Board recommends his appointment at the ensuing Annual General Meeting Mr. Rajeev Kumar was appointed as Additional Director on 14th October 1999, and holds his office upto the date of the ensuing Annual General Meeting of the Company, The Company has received a notice from a member for the appointment of Mr. Rajeev Kumar as Director of the, Company ,The Board recommends his appointment at the ensuing Annual General Meeting. Mr. Raakesh Bhhatia who had a long association with your company resigned from the Board of the company with effect from 19th January, 1999. Also Mr. Bijendra Kumar Bhatia and Mr. Ajay Mittal resigned from the Board of the company with effect from 18th June, 1999. Your Directors wish to place on records their deep sense of gratitude to the above Directors for their contribution to your company s growth and prosperity. Mr. Pramod Sharma who was appointed as Additional Director of the Company on 21st January, 1999 has resigned from the directorship of the Company with effect from 9th July 1999. AUDITOR'S REPORT The observation made by the auditors in their report is self explanatory and does not require any clarification. PUBLIC DEPOSITS Your company has not accepted any deposits from the public during the period under reference. AUDITORS M/s Agarwal Sudeep & Co., Chartered Accountants, New Delhi, Auditors of the Company, are retiring at the conclusion of this Annual General Meeting and eligible for reappointment and offers themselves for reappointment to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual general Meeting. PERSONNEL There is no employee whose particulars are required to be given in terms of provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees ) Rules 1975. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION The nature of operations involve low energy consumptions, however, wherever possible measures to conserve energy have been introduced. The nature of business is such that it demands absorption of emerging technologies. Your company has developed various methods for absorbing, adapting and efficiently deploying new technologies. The Research Development department continued their impressive work on various technology areas. The techniques developed by R & D department were efficiently used for software development. Your company has not imported technology during the year. FOREIGN EXCHANGE EARNINGS & OUTGO There is no Foreign Exchange Earnings & Foreign Exchange Outflow during the year. ACKNOWLEDGEMENT Your Directors place on record the appreciation for the valuable support extended by its Employees, Bankers, share-holders & with sincere regards to all concerned. FOR AND ON BEHALF OF THE BOARD PROLINE SOFTWARE AND FINANCE LTD. Sd/- (SANDEEP MANSINGHKA) CHAIRMAN Place : New Delhi Dated :29th November, 1999