SEAGULL LEAFIN LIMITED ANNUAL REPORT 2004-2005 DIRECTOR'S REPORT Dear Shareholders Your directors have pleasure in presenting the 14th Annual Report and the Audited Statement of Accounts of the company for the financial year ended 31st March 2005. (Rs.Lacs) FINANCIAL RESULTS 2004-2005 2003-2004 Turnover 246.47 227.94 Gross Profit before interest and depreciation 13.54 14.72 Less : Depreciation 11.15 11.14 Profit Before Tax 2.39 3.58 Less : Provision for Taxation NIL NIL Profit After Tax 2.39 3.58 Prior Period Adjustments - 0.79 Balance B/F from previous year 40.12 35.73 Amount available for appropriation 42.51 40.12 DIVIDEND Your directors do not recommend any dividend for the year 31st March 2005. MANAGEMENT ANALYSIS AND DISCUSSIONS: COMPANY PERFORMANCE During the year under review, your company recorded total revenues of Rs. 246.47 lakhs (Pre. Year Rs.227.95 lakhs) and Net Profit was Rs.2.39 lakhs (Pre. Year Rs.3.58 lakhs). During the year under review your company tries it best to enhance the revenues. Although good progress was achieved the margins had come under pressure. REVIEW OF OPERATIONS The year under review has been a comfortable for the Indian Industry. The Board is planning to diversify the business in other IT enabled services i.e. calls center and other e-solutions. In order to cater customers needs today looking at vendors who can provide comprehensive solutions for all their requirements. FUTURE PLANS Your company has business plans to access the IT related services requirements of large corporate as the increasing costs of IT related services. MERGER AND SPLIT OF SHARES Hon'ble High Court, A.P., Hyderabad had approved the merger of the company with Bhamati Finance Limited as per scheme submitted by the company. The Company has filed the listing application for listing with The Stock Exchange, Mumbai and Hydprabad Stock Exchange Limited, Hyderabad. The company has received listing/ trading permission from Hyderabad Stock Exchange and also received listing approval in principle from The Stock Exchange, Mumbai. The Stock Exchange, Mumbai had given in principle trading permission vide its letter dated 27th December 2004. However on an application by one Mr. Gopal Auliya, an alleged shareholder, Who complained to the Stock Exchange, Mumbai about the seizure of the shares by Anti Narcotics Department and handed over to Income tax Department, for which the company is not having any information and the Stock Exchange, Mumbai had suspended the trading of the shares of the company with effect from 7th February 2005. The company had paid the Listing fees and all other dues to the Stock Exchange at Mumbai. The company had challenged the suspension of trading of the Equity shares before the Securities Appellate Tribunal at Mumbai and the hearing of same is in progress. The company is hope full of restarting of the trading of the Equity shares. FIXED DEPOSITS The company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under. DIRECTORS Shri S.R. Pujari and Mr. P. Amolik have been re-appointed as Directors and eligible for retirement by rotation at the ensuing Annual General Meeting. Mr. Rajkumar K Sharma appointed as additional Director and requests the shareholder for appointment of him as Director of the company. The company had received Notice with requisite fees. Mr. Vinodbhai D Patel appointed as additional Director and requests the shareholder for appointment of him as Director of the company. The company had received Notice with requisite fees. The Board has noted the contribution made by Mr. A.N. Prasad and Mr. S.N. Iyer as Directors for the growth of the company. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement Under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed: - * That in the preparation of the annual accounts for the financial year ended 31st March, 2005 the Application Accounting Standards had been followed along with proper explanation relating to material departures. * That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review. * That the Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. * That the Directors had prepared the accounts for the financial year ended 31st March, 2005 on a going concern basis. AUDITORS M/s V. S. Parab & Associates, Chartered Accountants, Statutory Auditors of the company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for appointment. PERSONNEL As there are no employees drawing remuneration, as per provisions of Section 217(2A) of the Companies Act, 1956, and due to that, there is no requirement to submit particulars of employees, as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the provisions of Companies (Particulars of Employees) Rules, 1975. Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange Earnings and Outgo: - 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. Technology Absorption: The Technology available and utilized is continuously being upgraded to improve overall performance and productivity. . ' Research & Development: Your company believes that Research & Development is continues process and is key driver to scalable and sustained corporate excellence. Our Research & Development activities help us gear for future opportunities and are focused to provide unique benefits to our customers. Accordingly during the year, several key focus areas were identified. Foreign Exchange Earnings : Nil Foreign Exchange Outgo : Nil COMPLIANCE CERTIFICATE A certificate from the auditors of the company regarding compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the listing agreement with Stock Exchanges are attached to this report. ACKNOWLEDGEMENT Your Directors place on record their appreciation for the assistance/support extended by all government authorities, financial institutions, banks, consultants, solicitors, shareholders and debenture holders of the company. Yours directors also wish to thank the management and the staff of the promoter company for the continuous guidance and support received from them. Your directors express their appreciation for the dedicated and sincere services rendered by employees of the company. For and on behalf of t he Board S.R. PUJARE Director R SHARMA Director Dated : 8th August 2005 Place : HYDERABAD