The Directors are pleased to present their Sixteen Annual Report and
Audited Accounts for the Year ended 31st March, 2011.
Year ended Year ended
31stMarch, 31st March,
(Rs. In Lac) (Rs. In Lac)
Sales and allied Income 0.00 0.00
Profit after Interest but before -3.11 -6.20
Depreciation & Taxation
Net Profit before Tax -6.40 -65.90
Provision for FBT 000 0.00
Deferred Income Tax 0.02 -3.44
Profit after Tax -6.42 -62.46
INTERNAL CONTROL SYSTEMS
Your company''s internal control systems and procedures are commensurate
with the size of operations and adequate enough to meet the following
- Efficient use and safeguarding of resources
- Compliances with statutes, policies and procedure
- Transactions being accurately recorded and promptly reported.
The company has a turnover of Rs. 0. lac during the year 2010-11 as
against Rs. O.lac in the previous year. The net loss of Rs 6.42 lac
during the year as against a loss of Rs.62.46 lac in previous year.
Human resource development continues to be a core organizational
objectives of the company. The company recognizes that its human
resources is its greatest strength in realizing its goals and
The company constantly endeavors to broaden the charter of risk
management to include opportunities as well as threats. Risk Management
is an important part of decision making at all levels of the company.
Yours Directors regrets their inability to propose any dividend in view
of the loss during year.
The Reserves at the end of the year 31st March 2011 is at Rs.265.14
Lacs as against the total Reserves of Rs. 271.56 lacs in previous year.
MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET
There has been no material change in the performance of the Company
during the current year commencing from 1st April, 2011.
PARTICULARS OF EMPLOYEES:
None of the employee''s particulars are covered under Section 217(2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
A report on the Corporate Governance Code along with a Certificate from
the Auditors of the Company regarding compliance of the conditions of
Corporate Governance as stipulated under clause 49 of the Listing
Agreement is given in Annexure ''A'' which forms part of this report.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956,
the Directors'' Responsibility Statement is given in Annexure-''B'', which
forms part of this report.
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
The company''s business demands constant absorption and adaptation of
changing technologies to stay competitive in the rapidly changing
world. The software development centers are constantly absorbing,
adapting and deploying new technologies. Significant efforts have gone
towards migration of professionals to the new technology.
The company has not accepted any fixed deposits during the year
therefore the provisions of Section 58A of the Companies Act, 1956 are
not applicable to the Company.
In accordance with the provisions of the Articles of Association of the
Company Smt. Shubha Jhindal is due to retire by rotation and being
eligible, offer herself for re-appointment.
The Auditors M/s G.P.Keshri & Associates., Chartered Accountants, New
Delhi, retires at the conclusion of the forthcoming Annual General
Meeting and offers its willingness to hold the office of the Auditors
of the Company for next term.
CLARIFICATION OF QUALIFICATION IN AUDITOR''S REPORT
As there is no qualification in Auditor''s Report, need for
clarification for the same does not arise.
The shares of your company are listed on BSE and NSE. The Annual
Listing fees of the Bombay Stock Exchange Ltd. for the year 2011-12 has
been paid. Revocation of suspension of trading of shares of the
company from NSE is still under process.
Directors Responsibility Statement
Pursuant to provisions of Section 217 (2AA) of the companies Act, 1956,
the Board of Directors of Vital Communications Ltd. having its
registered office at 606, Kailash Building, Kasturba Gandhi Marg, New
Delhi-110001, do hereby confirm -
i that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
ii that the directors had selected such accounting policies and applied
them consistently and made judgment 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 financial year and of the profit and loss
of the company for that period.
iii that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other Irregularities.
iv. that the directors had prepared the annual accounts on a going
The Directors thank the members, clients, The Securities and Exchange
Board of India, The Bombay Stock Exchange Ltd, National Stock Exchange
of India Ltd. Company''s bankers for their continued support to the
company. Your directors wish to place on record their appreciation for
the dedicated and sincere services rendered by the staff and officers
of the company without whom the steady growth of the company would have
not been possible.
The Directors thank you for your support and cooperation to the
By order of the Board of Director
Place: New Delhi
Date : 5th, September 2011 Director