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Proto Developers & Technologies Ltd.

BSE: 530069 Sector: IT
NSE: N.A. ISIN Code: INE749D01026
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Proto Developers & Technologies Ltd. (PROTODEVELOPERS) - Director Report

Company director report

Director

Dear Members

The Directors of your Company have pleasure in presenting their Eighteenth AnnualReport on the affairs of the Company together with the Audited Statement of Accounts forthe year ended 31st March 2013.

FINANCIAL HIGHLIGHTS:

(Rupees in Lacs)

PARTICULARS 2012-13 2011-12
Total Income 28572.42 21265.26
Profit before Tax 354.05 262.55
Current Tax (100.00) (85.18)
Deferred Tax - -
Profit for the year from Continuing operations 254.05 177.36

REVIEW OF OPERATION

The performance of the Company during the year under report was encouraging. TheCompany achieved a turnover of Rs.28572.42 lacs against Rs.21265.26 lacs during theprevious year. Further the Company earned net profit after tax of Rs.254.05 lacs againstRs.177.36 lacs during the previous year.

DIVIDEND

The Directors do not recommend any dividend for the year under report keeping in viewthe future plans for expansion and the need to conserve resources.

PROSPECTS

As the Company is in manufacturing and marketing of innovative technological productswhich are unique of its kind the prospects are very encouraging and the Company ishopeful of achieving very promising results in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report is annexed to this report.

DIRECTOR

During the year Mr. Vinod Kumar and Mr. D.D Mangar resigned from office of the directoron 26.11.2012. Board appreciated their valuable services to the company.

In accordance with the provisions of the Articles of Association of the Company Sh.Anil Gupta retires by rotation and being eligible offers himself for re-appointment.

AUDITORS

The Auditors M/s M.K. Sachdeva & Associates Chartered Accountants retire on theconclusion of the ensuing Annual General Meeting and being eligible offer themselves forre-appointment. The Board recommends their re-appointment.

The Company has received a letter from them to the effect that their appointment ifmade would be within the prescribed limits under Section 224 (1-B) of the Companies Act1956 and also that they are not otherwise disqualified within the meaning of sub-section(3) of Section 226 of the Companies Act 1956 for such appointment.

FIXED DEPOSITS

The Company has not accepted/renewed any deposits from public/members during the yearunder review.

LISTING OF SECURITIES

The Securities of the Company are presently listed at Mumbai Delhi U.P Jaipur andAhmedabad stock exchanges.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial and harmonious throughout the year.

INFORMATION ON PERSONNEL

The statement showing the particulars of the employees as required by the provisions ofthe Section 217(2A) of the Companies Act 1956 read with Companies (Particulars ofemployees) Rules 1973 as amended is not given as no employee was in receipt ofremuneration equal to or exceeding Rs. 2400000/- (Rupees Twenty Four Lacs only) perannum if employed for the full year or Rs. 200000/- (Rupees Two Lacs only) per month ifemployed for the part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section-217 (2AA) of the Companies Act 1956 inserted by Companies(Amendment) Act 2000 the Directors Confirm that:-

(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed;

(ii) Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2013 and ofthe profit of the Company for the year ended 31st March 2013;

(iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 1956 forsafeguarding the assets of the Company and preventing and detecting fraud and otherirregularities;

(iv) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Board of Directors affirms their commitment to the Corporate Governance standardsprescribed by the Securities and Exchange Board of India (SEBI) as prescribed underListing Agreements with the Stock Exchanges. This Annual Report carries a section onCorporate Governance and benchmarks your Company with the SEBI Code of CorporateGovernance. Your Company s Statutory Auditors certificate in line with clause 49 of theStock Exchange Listing Agreement is annexed to and forms part of the Director s Report.

INVESTOR SERVICES

The Company is committed to provide the best services to its shareholders. The Companyis having the target of 7 days for transfer/ dematerialization shares and for replying toshareholders correspondence. As of date no correspondence/equity from any shareholder ispending with Company for reply.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to place on record their deep sensegratitude and appreciation to the Banks Central and State Governments Local AuthoritiesRegulatory Authorities Stock Exchanges Stake Holders Customers & Employees for thecontinued cooperation and assistance extended to the Company.

For and on behalf of the Board

For Proto Developers and Technologies Ltd.

Sd/-

D.N. Jha

Director

Place : Kanpur.

Dated : 02.09.2013.