DIRECTORS' REPORT Your Directors present the Twenty-second Annual Report together with the Audited Accounts of the Company for the Financial Year ended on 31st March 2014. OPERATIONS AND PERFORMANCE During the year under review the company reported loss of Rs.0.50 lakhs as opposed to loss of Rs. 5.92 lakhs reported in the previous year. The company has not taken up any major activity in the development of Software for the clients. Revenue was generated thru small job works. A major cost reduction program introduced in earlier year continues to benefit the company. DIVIDEND Your directors do not recommend any dividend as there was a loss during the year under review. PUBLIC DEPOSITS AND LOANS/ ADVANCES The Company has not accepted any public deposits during the financial year. The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately. DIRECTORS Mr. Rajendra Jain retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment. Mr. Shreyas S Shah and Mr. Jayabalan Jayakumar have been appointed as Independent Directors in terms of the provisions of the Companies Act 2013. INDUSTRIAL RELATIONS AND HUMAN RESOURCE MANAGEMENT The Company is constantly working to create a congenial work environment and motivating employees at all levels and shall always place all necessary emphasis on continuous development of its human resource. SUBSIDIARIES The Company does not have any subsidiary HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION The Company has been regularly complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety. AUDITORS M/s Siddharth Mehta & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting of the Company and are eligible for reappointment. The Company has obtained confirmation that if appointed it would be in conformity with the provisions of section 141 of the Companies Act, 2013 and will be within the limits specified therein. The Board recommends reappointment. AUDITORS REPORT The notes on accounts are self explanatory to the comments made by the Auditors in their Report and therefore do not call for any further explanations. LISTING The shares of the company are listed in Bombay Stock Exchange. The company is yet to receive Listing confirmation of 77,44,760 equity shares issued on Preferential basis for acquisition and merger of three companies viz, Elan Integrated Systems Pvt. Ltd., R3 Ventures Pvt. Ltd. and Millennium E- soft Solutions. Efforts are continuing to have those listed. CORPORATE GOVERNANCE The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with the Auditors' Certificate for its due compliance forms part of the Annual Report. Your company has taken adequate steps for compliance with the Corporate Governance guidelines, as amended from time to time. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information regarding conservation of energy and technology absorption as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to your company. There were no foreign exchange earnings and outgo during the financial year. DIRECTORS RESPONSIBILITY STATEMENT As required under Section 134(5) of the Companies Act, 2013, your Directors confirm : i. that in preparation of accounts, applicable accounting standards have been followed; ii. that directors have selected such accounting policies and applied them constantly and made judgments and estimates that are reasonable and prudent to give a true and fair view of state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. iii. that Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and iv. that the directors have prepared Annual Accounts on a Going Concern basis. COMPANY SECRETARY The appointment of Whole time Company Secretary is under consideration of the Company. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances. PARTICULARS OF EMLPOYEES U/S 134 OF THE ACT None of the employees have received remuneration in excess of the sum prescribed u/s 134 of the Companies Act, 2013. MANAGEMENT DISCUSSION AND ANALYSIS A separate section on Management Discussion and Analysis Report forming part of the Annual report is attached. ACKNOWLEDGMENT Your directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, clients for their continued patronage and co-operation. The directors are also happy to place on record their appreciation for the whole hearted commitment and contribution made by all the employees and look forward to their continued support. FOR AND ON BEHALF OF THE BOARD Jaybalan Jaykumar Director Rajendra Jain Director Date: 13.08.2014 Place: Chennai |