The Directors present the 17th Annual Report and the audited accounts
of your Company for the year ended 31st March 2012.
(Rs. in lakhs)
Particulars For the
year ended For the
31st March 2012 31st March 2011
Revenue from Operations 3,716.86 3,340.65
Other Income 0.44 19.65
Total Revenue 3,717.30 3,360.30
Profit Before Depreciation,
Interest & Tax 736.05 1,014.21
Finance Cost 141.53 54.92
Depreciation and Amortisation 701.84 594.71
Exceptional Items 14.83 35.00
Profit before Tax (122.16) 329.59
Provision for Tax (49.20) (144.73)
Profit/ (loss) for the Year (72.96) 474.32
Earnings Per Share (Equity
shares, par value Rs. 10/-each)
Basic/Diluted (Rs. per share) (0.65) 4.21
The Management Discussion and Analysis forms part of the Annual Report.
Based on the requisitions received from a majority of shareholders
holding more than 51% of the equity shares, Mr. Ram N Agarwal was
appointed as Additional Director of the company with effect from 12th
November, 2011 subject to the confirmation by members at the General
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to the Directors'' Responsibility Statement, it
is hereby confirmed that:
(a) In the preparation of the annual accounts for the financial year
ended 31st March 2012, the applicable accounting standards have been
followed along with proper examination relating to material departures;
(b) The Directors have selected such accounting policies and applied
them consistently except where otherwise stated in the notes on
accounts 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 loss of the
company for the year under review;
(c) The Directors have 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;
(d) The Directors have prepared the accounts for the financial year
ended 31st March 2012 on a ''Going Concern'' basis.
In view of the accumulated losses and to conserve the retained earnings
to enable the company in its growth path, your Board of Directors do
not recommend payment of dividend.
Your company adheres to all the Corporate Governance Code as prescribed
by the Stock Exchanges and Securities and Exchange Board of India
(SEBI). A detailed report on Corporate Governance is provided in this
Annual Report. The Auditor''s Certificate on compliance with the
standards also forms part of this Annual Report.
Equity shares of your company are compulsorily tradable in
dematerialized form. Your company has signed agreements with National
Securities Depository Limited and Central Depository Services (India)
Limited for dematerialization of its equity shares.
Retirement Of Directors
As per the provisions of the Companies Act, 1956 three sitting
Directors out of eight are required to retire by rotation.
Accordingly, Mr. H V Gowthama, Mr. B R Ganesh and Mr. H K Nanjunda
Swamy are due to retire by rotation.
Mr. H V Gowthama and Mr. B R Ganesh, being eligible for reappointment,
offer themselves to be the Directors of the company. In view of their
valuable contribution, your Board recommends their reappointment. Mr. H
K Nanjunda Swamy has expressed his unwillingness to continue as a
Director of the company. The Board places on record its appreciation
for the services rendered during his tenure as a Director.
Your Company has not accepted any deposits from the public during the
year under review.
Research & Development
Since your company is mainly a solution provider, your company has not
so far invested in Research and Development. However, your Board is
considering of setting up of an in-house research and innovation team
to help the growth of the business in the years to come.
As on 31st March 2012, company has no subsidiary. Hence requirement of
reporting the statement pursuant to Section 212 of the Companies Act,
1956 and other statutory financial statements of a subsidiary does not
Employee Stock Option Plan
During the year the company has not granted any ESOP. There is an ESOP
Scheme 2011, available with the company approved by the members at the
16th General Meeting held on 27th September 2011.
M/s N M Raiji & Co., Mumbai are the Statutory Auditors of the Company,
who are eligible and seek to be reappointed as Statutory Auditors for
the year 2012-13. Suitable resolution is proposed in the notice sent to
shareholders for the 17th Annual General Meeting.
There are no employees drawing remuneration in excess of limits
specified in Section 217 (2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975 as amended.
Your Directors take this opportunity to record their appreciation for
the contribution of all employees of your company during the year.
Your Company entered in to a Scheme of Arrangement u/s 391 to 394 of
the Companies Act 1956, with M/s. WeP Peripherals Limited whereby the
Printer Business is proposed to be demerged into the Company w.e.f.
April 1, 2012 by way of issue of equity shares of the Company. The
Scheme has been approved by the Shareholders and the Creditors of the
Company and approval is pending with the Hon''ble High Court of
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings / Outgo
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956, read with Companies (Disclosure of Particulars in the report
of Board of Directors) Rules, 1988 are given in the Annexure to this
Your Directors take this opportunity to thank all the shareholders,
investors, vendors, customers, banks and the government / statutory
authorities for their support. Your Directors wish to place on record
their appreciation for the commitment and significant contribution made
by the employees.
For and on Behalf of the Board of Directors
G H VISWESWARA WHOLE TIME DIRECTOR
Date: 11th August 2012