The Directors are pleased to present the Eighteenth Annual Report of
the Company together with the Au- dited Accounts for the financial year
ended 31st March. 2012.
The financial highlights of the Company, for the year ended is
(Rs. in Lac)
Particulars For the year ended
31st March, 2012 31st March, 2011
Sales and other Income 22.22 76.09
Operating Profit/ (Loss) (1291.43) (37.48)
Depreciation & other write offs 1.53 11.85
Profit/ (loss) before tax (1309.79) (49.33)
Deferred Tax Liability''/(Assets) -- (62.12)
Income Tax/ FBT Paid -- 0.03
Profit/ (loss) After Tax (1318.12) 12.77
Brought forward loss from
previous year (1157.77) (1170.55)
SurplusZ(deficit) carried to
Balance sheet (2475.90) (1157.78)
During the year under review there was no business activities as
expected, and on the contrary the Company has losses of Rs.
11.66,11.393/- (including pre-operative expenses Rs. 8.33.568/-) as of
31st March. 2011 and fur- ther losses of Rs. 13.07,35.547/- arising due
to obsolescence of software stock material total losses amounting to
Rs. 24.73,46.940/-. The company expresses its high gratitude for the
support given by members for passing special resolution u/s 100 of the
Companies Act. 1956 for reduction of share capital from Rs.
27.79,17,909/- to Rs. 3.05,70.969/- in the Extra Ordinary General
Meeting held on 27th March. 2012. The company is pleased to state that
Company has received the sanction from the Hon. High Court of Bombay on
27th July. 2012 , and the same has been registered by the Registrar of
Companies. Mumbai. Maharashtra on 27th August. 2012. The Company is in
process of giving effect by following the procedure of listing as well
as corporate action with the Depositories. It is proposed to infuse new
funds and to commence the business operations thereafter.
Your Company has not accepted any Deposits within the meaning of
Section 58A of Companies Act. 1956 and Rules made there under.
During the Year your Company had no borrowings.
In accordance with the requirements of the Companies Act 1956. Ms.
Ruchika Gupta will retire by rotation and, being eligible offered
herself for re-appointment, which is proposed in the Notice of the
ensuring Annual General Meeting.
Mr. Ashok K. Jain.. Chartered Accountant, the Auditor of the Company,
will retire at the conclusion of the ensuing Annual General Meeting
and, being eligible: offer themselves for re-appointment to hold the
office till the conclusion of the next Annual General Meeting.
The company has received the letter from auditor to the effect that
their appointment would be within the limits prescribed under section
224 (1B) of the Companies Act. 1956.
The Auditors have confirmed that they have subjected themselves to the
peer review process of the institute of Chartered Accountants of India
(1CAI) and holdsavalid certificate issued by the Peer Review Board of
the ICAI. PARTICULARS OF EMPLOYEES None of the employees are paid
remuneration exceeding the limit laid dow n under Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules. 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956. with respect to Directors Responsibility Statement, your
directors hereby confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(ii) That they have selected such 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 Com- pany at the end of the financial year 31.3.2012 and of the
Profit or Loss of the Company for that period:
(iii) That to the best of their know ledge and information, they have
taken proper and sufficient care for the main- tenance 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; and
(iv) That they have prepared the annual accounts on a going concern
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO
Information as per section 217( I )(e) read with Companies (Disclosure
of Particulars in the report of Board of Directors) Rules. 1988 are not
applicable to the Company.
There are no transaction involving any foreign exchange earning &
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
As required by the clause 49 of the Listing Agreement entered into with
the Bombay Stock Exchange, a detailed Report on the Corporate
Governance, along with the certificate of Auditor on its compliance, is
at- tached in this Annual Report elsewhere.
The Company is in full compliance with the requirements and disclosures
that have to be made in this regard. The Management Discussion and
Analysis Report are also appearing in this Annual Report elsewhere and
both the aforesaid Reports are incorporated as reference herein.
The Board of Directors of the Company adopted a Code of Conduct and
posted the same on Web site. The Directors and Senior Management
Personnel have affirmed their compliance with the said code.
The Audit Committee has been constituted by the Company pursuance to
section 292A of the Companies Act, 1956 and under Clause 49 of the
Your Directors take this opportunity'' to express their grateful
appreciation for the excellent assistance and co-op- eration received
from the Banks, Government Authorities. Suppliers, Customers and all
the local authorities. Your Directors also wish to place on record
their deep sense of appreciation for the committed services by the
employee of the company.
FOR AND ON BEHALF OF BOARD
Place: - Mumbai (Shatrughana Singh)
Dated: - 27th August, 2012. Chairman