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Directors Report of ACI Infocom Ltd.

Mar 31, 2015

Dear Members,

The Directors are presenting the 33rd Annual Report of your Company and the Audited Financial Statements for the year ended 31st March 2015.

1. FINANCIAL RESULTS:

(in Lacs)

Particulars For the year For the year ended ended 31.03.2015 31.03.2014

Revenue from Operations 175.21 -----

Profit before Depreciation & Amortization 15.71 22.02

Depreciation & Amortization 0.02 0.11

Profit / (Loss) before taxation 15.69 21.91

Provision for taxation (incl. deferred tax) 9.79 6.91

Profit/ (Loss) for the year carried to Balance Sheet 5.90 15.00

2. HIGHLIGHTS OF PERFORMANCE:

During the year under review, the Company revenue from operations stood at Rs. 175.21 Lacs as against Rs. NIL Lacs in the previous year. The Company has earned a Net profit of Rs. 15.69 Lacs as compared to the Profit of Rs. 21.91 Lacs during the previous accounting year.

3. DIVIDEND:

To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year.

4. RESERVES:

The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.

5. LOANS, GUARANTEE & INVESTMENTS:

During the year under review, the Company has not taken any Loan, guarantee & made investment as per provisions of Section 186 of the Companies Act, 2013.

6. DEPOSITS:

The Company has never accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.

7. RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including transactions entered at arms length under third proviso, in prescribed Form No. AOC -2, is appended as Annexure 1 to the Board's Report.

8. INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Nirmal Kumar Jain (DIN 03340173), Director retired due to death on 17th July 2014 and in accordance with the provision of the Companies Act, 2013 and the Articles of Association of the Company, the Board of Directors in their meeting held on 30th March 2015 has appointed Ms. Sejal Suresh Nahar (DIN 07141552) as Additional Director, proposed to be confirmed as an Independent Women Director. Further, there were no changes in Directors by way of re-designation, disqualification, variation made or withdrawn.

Mr. Anand Kumar Jain (DIN 02411779), who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013

B) Declaration by an Independent Director(s) and re-appointment, if any

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).

10. RISK MANAGEMENT POLICY:

The Company does not have formal Risk Management Policy, There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the year a risk analysis and assessment was conducted and no major risks were noticed.

11. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory

12. BOARD MEETINGS:

During the year under review, the Company has conducted 5 (Five) Board Meetings on 28th May 2014, 1st August 2014, 12th November 2014, 12th February 2015 and 30th March 2015.

13. AUDITORS:

M/s. Anand Jain & Associates, Chartered Accountants, Mumbai having ICAI Firm Registration No. 105666W being eligible offer themselves for re-appointment. If re-appointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration.

14. SECRETARIAL AUDIT

The Board of Directors have appointed M/s. Sanjay Dholakia & Associates, Practising Company Secretaries to conduct Secretarial Audit for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and the rules framed there under. The Secretarial Audit Report for the financial year 2014-15 forms part of the Directors' Report as Annexure 2.

15. OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR:

Statutory Auditor:

There are no qualifications contained in the Auditors Report and therefore, there are no further explanations to be provided for in this Report.

Secretarial Auditor:

With reference to the observations by M/s. Sanjay Dholakia & Associates, in their Report regarding the appointment of Company Secretary, the Company is in process of appointing Key Managerial Personnel i.e. Company Secretary.

16. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes having taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under clause (c) of sub-section (5) of Section 134 of the Companies Act, 2013, your Directors subscribe to the Directors Responsibility Statement and state that:

a) In preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from them;

b) the Directors had 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 Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 of the Companies Act, 2013 an extract of the annual return in form No MGT - 9 is appended as Annexure 3 of the Board's Report.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A Conservation of energy:

(i) the steps taken or impact on conservation of energy;

Energy conservation dictates how efficiently a Company can conduct its operations. The Company recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has strengthened the Company's commitment towards becoming an environment friendly organisation. The Company carry out regular maintenance and development work to save the energy.

(ii) the steps taken by the company for utilising alternate sources of energy;

The Company is using the electricity as source of its energy requirement and not having/ exploring any alternate source of energy.

(iii) the capital investment on energy conservation equipments;

Not Applicable

B. Technology absorption:

During the year the Company does not have Plant & Machinery, therefore no technology absorption and research and development activies are carried out.

C. Foreign exchange earnings and Outgo:

There were no transactions of Foreign Exchange Earnings and outgo during the year under revive.

20. CORPORATE RESPONSIBILITY STATEMENT (CSR):

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable as the Company is not falling under the said parameters.

21. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and has defined the policy on Director's appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of a Director.

22. AUDIT COMMITTEE:

The Audit Committee comprises of namely Mr. Kalpesh Bhandari, Independent Director as the Chairman of the Committee and Mr. Jagdishchandra Hansraj Ghumara, Mr. Hemantkumar S Jain and Mr. Kushal Chand Jain, Directors as other members. All the recommendations made by the Audit Committee were accepted by the Board.

23. CORPORATE GOVERNANCE:

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

24. VIGIL MECHANISM:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.

25. MANAGERIAL REMUNERATION:

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Company has not paid any remuneration to the Directors of the Company and hence the information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not furnished.

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Company has no such employee drawing remuneration more than mention under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of this Report.

28. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

BY ORDER OF THE BOARD OF DIRECTORS For ACI INFOCOM LIMITED

Mr. Anand Kumar Jain Mr. Kushal Chand Jain Managing Director Director (DIN 02411779) (DIN 03545081)

Regd Office:

D-001, Krishna Complex, W. E. Highway, Opp. National park, Borivali (East), Mumbai - 400066

Date: 29th May, 2015 CIN: L72200MH1982PLC175476


Mar 31, 2014

The Members,

The Board of Directors are pleased to present herewith the Thirty Second Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS Amount in Rupees

Particulars For the Year 2013-14 2012-13

Income NIL NIL

Other Income 54,58,401 78,16,807

Total Income 54,58,401 78,16,807

Expenditure beforeOepreciation, Interest & tax 28,17,892 38,06,248

EBITDA 26,40,509 40,10.559

Depreciation 11.063 10.280

Interest 4.38.672 33,415

Profit/(Loss) before Prior period Kern 21,90,774 39.66.864

Less: Prior Period/Exceptional Hem NIL 5.50,000

Profit before Tax 21,90,774 34,16,864

Loss: Tax Expenses

Current Tax/Mat 5,43,670 6,51,083

Mat r>od»Enttttefnent lor tr«ajrrent year NIL (6,51.063)

Mat CreoTt EntMement for the previous year 6,51.083 NIL

Deferred Tax 1.47,462 1.25,440

Profit for the year 14.99.643 32.91.425

DIVIDEBD

Your Directors do not recommend any dividend for the year as they wish to reinvest surplus funds into the business for further growth.

DIRECTORS

During the Financial year on 03"* January, 2014 Mr. Jagdishchandra Ghumara and Mr. Hemanl Kumar Jain was appointed as an Additional Director of the Company and their term as Director expires at the forthcoming Annual General Meeting. The Company in turn has received notice from a member along with requisite amount pursuant to Section 161 of the Companies Act, 2013. The Directors recommend the appointment in the best interests of the Company.

Also Mr. Kalpesh Bhandari, Mr. Jagdishchandra Ghumra and Mr. Hemant Kumar Jain were appointed as an Independent Director of the Company to hold office for three Consecutive years.

DIRECTORS RESPONSIBIUTY STATEMENT.

Pursuant to the requirement Under Section 134(3)(C) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31a March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 31st March, 2014 and Rs. 14,99,643/- profit of the Company for the year ended 31st March, 2014

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31s1 March, 2014 on a going concern basis.

AUDITORS

The Company has received a certificate from M/s Anand Jain & Associates, Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits specified under Section 139(2) of the Companies Act, 2013.

You are requested to appoint and fix remuneration of M/s Anand Jain & Associates, Chartered Accountants as Auditors for the year 2014-15.

DEPOSITS

The Company has not accepted any Fixed Deposits and, as such, no Amount of principal or interest was outstanding as of the Balance sheet.

PERSONNEL

The Company is not having any employees who are drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, a report on Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Pursuant to the provisions of Clause 49(VII) (1) of the Listing Agreement, a certificate from the auditors of the Company on the compliance of the Clause is enclosed.

CEO''S DECLARATION

Pursuant to the provisions of Clause 49(l) (D)(ii) of the Listing Agreement, a declaration by the Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

The Company continues to do the business of Realty Development.

INTERNAL CONTROL SYSTEMS AND THE IRADEQUACY

Your Company places considerable emphasis on internal control systems and is appointing a separate Internal Auditor.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review, your Company has earned revenues from operations of Rs. NIL and other income Rs. 54,58,401/- (Previous Year Rs. 78,16,807/-) and earned a profit before tax of Rs. 21,09,774/- as against the profit of Rs. 34,16,864/- in the previous year.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company employs personnel from all walks of life having the requisite qualifications as demanded by the job profile. It has a well designed training programme, to retain and train the personnel with respect to the culture of the Company and to keep them abreast with the latest developments in the changing technological environment.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Conservation of energy: The Company uses electric energy for its equipment such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve energy.

B. Technology Absorption: During the year your Company has not operated plants, therefore no technology absorption and research & development.

C. Foreign Exchange Earnings & Outgo

(Rs. in Lacs) 2013-14 2012-13

A) Earnings on Re-exports NIL NIL

B) Outgo NIL NIL

Travelling NIL NIL

Royalty on Software Products NIL NIL

CIF Value of goods imported NIL NIL

Sales Promotion NIL NIL

ACKNOWLEDGEMENTS

Your Directors place on record their grateful appreciation for the continued assistance and co-operation extended by the shareholders, customers, bankers and the dedicated employees and the business associates.

For and on behalf of the Board of Directors

Place: Mumbai, Date : 28™ May, 2014 (KUSHAL CHAND JAIN) (ANAND KUMAR JAIN) DIRECTOR DIRECTOR (DIN.0354508) (02411779)


Mar 31, 2013

To The Members,

The Board of Directors are pleased to present herewith the Thirty First Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS Amount in Rupees

Particulars For the Year 2012-13 2011-12

Income NIL 217,751,240

Other Income 78,16,807 8,410,265

Total Income 78,16,807 226,161,505

Expenditure beforeDepreciation, Interest & tax 38,06,248 222,116,114

EBITDA 40,10,559 4,045,391

Depreciation 10,280 8,286

Interest 33,415 1,555,630

Profit/(Loss) before Prior period item 39,66,864 2,481,475

Less : Prior Period / Exceptional item 5,50,000 190,375

Profit before Tax 34,16,864 2,671,850

Less: Tax Expenses

Current Tax/Mat 6 ,51,083 454,920

Mat Credit Entitlement for the Current year (6,51,083) (454,920)

Mat Credit Entitlement for the previous year NIL (37,499)

Deferred Tax t 1,25,440 930,447

Profit for the year 32,91,425 1,778,903

DIVIDEND

Your Directors do not recommend any dividend for the year as they wish to reinvest surplus funds into the business for further growth.

DIRECTORS

After the financial year on 27th May, 2013 Mr. Lalit Bajaj resigned as Director of the Company and Mr. Vipin Ladda was appointed as an Additional Director of the Company and his term as Director expires at the forthcoming Annual General Meeting. The Company in turn has received notice from a member along with a deposit of Rs. 500/- in cash pursuant to Section 257 of the Companies Act, 1956 signifying his intention to appoint Mr. Ladda Director of the Company liable to retire by rotation. The Directors recommend the appointment in the best interests of the Company.

Mr. Lalit Bajaj resigned as Director of the Company w e f 27th May, 2013.

DIRECTORS RESPONSIBILITY STATEMENT.

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 31st March, 2013 and of the profit of the Company for the year ended 31st March, 2013.

iii) That the Directors have 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.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS

The Company has received a certificate from M/s Anand Jain & Associates, Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

You are requested to appoint and fix remuneration of M/s Anand Jain & Associates, Chartered Accountants as Auditors for the year 2013-14.

DEPOSITS

The Company has not accepted any Deposits from the public during the year under pursuant to Section 58A of the Companies Act, 1956.

PERSONNEL

The Company is not having any employees who are drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, a report on Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Pursuant to the provisions of Clause 49(VII) (1) of the Listing Agreement, a certificate from the auditors of the Company on the compliance of the Clause is enclosed.

CEO''S DECLARATION

Pursuant to the provisions of Clause 49(I) (D)(ii) of the Listing Agreement, a declaration by the Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

The Company continues to do the business of Realty Development, Internet Security and related information technology areas and Trading in Metals.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company places considerable emphasis on internal control systems and is appointing a separate Internal Auditor.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review, your Company has earned revenues from operations of Rs. NIL and other income Rs. 78,16,807/- (Previous Year Rs. 21,77,51,240/- and Rs. 84,10,265/- respectively) and earned a profit before tax of Rs. 34,16,864/- as against the profit of Rs. 26,71,850/- in the previous year.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company employs personnel from all walks of life having the requisite qualifications as demanded by the job profile. It has a well designed training programme, to retain and train the personnel with respect to the culture of the Company and to keep them abreast with the latest developments in the changing technological environment.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy: The Company uses electric energy for its equipment such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve energy.

B. Technology Absorption: During the year your Company has not operated plants, therefore no technology absorption and research & development.

B) Outgo NIL NIL Travelling NIL 0.14 Royalty on Software Products NIL NIL CIF Value of goods imported NIL NIL Sales Promotion NIL NIL

ACKNOWLEDGEMENTS

Your Directors place on record their grateful appreciation for the continued assistance and co-operation extended by the shareholders, customers, bankers and the dedicated employees and the business associates.

For and on behalf of the Board of Directors

Place : Mumbai,

Date : 27th May, 2013 DIRECTOR DIRECTOR


Mar 31, 2012

The Board of Directors are pleased to present herewith the Thirtieth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS Amount in Rupees

Particulars For the Year

2011-12 2010-11

Income 217,751,240 137,023,278

Other Income 8,410,265 24,874.917

Total Income 226,161,505 161,898,195

Expenditure before Depreciation, Interest & tax 222,116,114 152,000,074

EBITDA 4,045,391 9,898,121

Depreciation 8,286 7,031,910

Interest 1,555,630 2,663,952

Profit/(Loss) before Prior period item 2,481,475 202,259

Less : Prior Period item 190,375 -

Profit before Tax 2,671,850 202,259

Less: Tax Expenses Current Tax/Mat 454,920 37,499

Mat Credit Entitlement for the Current year (454,920)

Mat Credit Entitlement for the previous year (37,499)

Deferred Tax 930,447

Profit for the year 1,778,903 164,760

DIVIDEND

Your Directors do not recommend any dividend for the year as they wish to reinvest surplus funds into the business for further growth.

OPEN OFFER

During the year under review, Prog Dye Chem Private Limited made Public offer of 22,09,818 Fully Paid Equity Shares of Rs. 10/- each representing in aggregate 20% of the paid up and voting Equity Share Capital of the Company at a price of Rs. 52/- per share. The open offer was made on 10th December, 2011 pursuant to Regulations 10B of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997.

DIRECTORS RESPONSIBILITYSTATEMENT.

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the

Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 3151 March, 2012 and of the profit of the Company for the year ended 31st March, 2012.

iii) That the Directors have 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.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2012 on a going concern basis.

AUDITORS

The Company has received a certificate from M/s Anand Jain & Associates, Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

You are requested to appoint and fix remuneration of M/s Anand Jain & Associates, Chartered Accountants as Auditors for the year 2012-13.

DEPOSITS

The Company has not accepted any Deposits from the public during the year under pursuant to Section 58A of the Companies Act, 1956.

PERSONNEL

The Company is not having any employees who are drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement and Section 292Aof the Companies Act, 1956, a report on Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Pursuant to the provisions of Clause 49(VII) (1) of the Listing Agreement, a certificate from the auditors of the Company on the compliance of the Clause is enclosed.

CEO'S DECLARATION

Pursuant to the provisions of Clause 49(l) (D)(ii) of the Listing Agreement, a declaration by the Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

The Company continues to do the business of Realty Development, Internet Security and Trading in Metals.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company places considerable emphasis on internal control systems and is appointing a separate Internal Auditor.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECTTO OPERATIONAL PERFORMANCE

During the year under review, your Company has earned revenues from operations of Rs. 217,751,240 and other income Rs. 8,410,265/- (Previous Year Rs. 137,023,278/-) and earned a profit before tax of Rs. 2,671,850/-2.02 Lacs as against the profit of Rs. 202,259/- in the previous year.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company employs personnel from all walks of life having the requisite qualifications as demanded by the job profile. It has a well designed training program me, to retain and train the personnel with respect to the culture of the Company and to keep them abreast with the latest developments in the changing technological environment.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Conservation of energy: The Company uses electric energy for its equipment such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve energy.

B. Technology Absorption: During the year your Company has not operated plants, therefore no technology absorption and research & development.

C. Foreign Exchange Earnings & Outgo

(Rs. in Lacs)

2011-12 2010-11

A) Earnings on Re-exports NIL NIL

B) Outgo NIL NIL1

Travelling 0.14 6.21

Royalty on Sofware Products NIL NIL

CIF Value of goods imported NIL NIL

Sales Promotion NIL NIL

ACKNOWLEDGEMENTS

Your Directors place on record their grateful appreciation for the continued assistance and co-operation extended by the shareholders, customers, bankers and the dedicated employees and the

business associates.

For and on behalf of the Board of Directors

Place: Mumbai,

Date ;01 May, 2012 DIRECTOR DIRECTOR


Mar 31, 2010

The Board of Directors are pleased to present herewith the Twenty Eighth Annual Report of your Company together with the Audited Accounts for the year ended 31 st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs.) Particulars For the Year 2009-10 2008-09

Sales 2447.52 2970.17

Other Income 38.9 12.79

Total Income 2485.85 2982.96

Expenditure before

Depreciation. Interest & tax 2338.132 676.56

Depreciation 44.08 44.52

Interest 43.53 43.42

Profit/fLossl before Taxation 60.2 16.46

Provision for Taxation: - -

Fringe Benefit Tax - 2.64

Prior period AdjustmentUS: - -

Profit/Loss After Taxation 75.28 13,62

DIVIDEND

Your Directors do not recommend any dividend for the year as they wish to reinvest surplus funds into the business for further growth.

DIRECTORS

Mr. Ninad Palav who retire by rotation and are, being eligible offers himself for re-appointment.

Mr. Om Prakash Bohra was appointed as an Additional Director on 30th January, 2010. As per the term of appointment, his term as Director expires at the forthcoming Annual General Meeting. The Company in turn has received notice from a member alongwith a deposit of Rs. 500/- in cash pursuant to Section 257 of the Companies Act, 1956 signifying his intention to appoint him as Director of the Company liable to retire by rotation. The Directors recommend his appointment in the best interests of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 31 st March, 2010 and of the profit of the Company for the year ended 31 st March, 2010.

iii) That the Directors have 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.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

You are requested to re-appoint M/s. M.V.KRISHNAMOORTHY., Chartered Accountants as Auditors the retiring Auditors and to fix their remuneration.

DEPOSITS

The Company has not accepted any Deposits from the public during the year under pursuant to Section 58Aof the Companies Act, 1956.

PERSONNEL

The Company is not having any employees who are drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, a report on Corporate Governance, which inter alia, includes the composition and construction of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies. Pursuant to the provisions of Clause 49(VII) (1) of the Listing Agreement, a certificate from the auditors of the Company on the compliance of the Clause is enclosed.

CEOS DECLARATION

Pursuant to the provisions of Clause 49(l) (D)(ii) of the Listing Agreement, a declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review, your Company has made a Turnover of Rs. 2447.52 Lacs as against Rs. 2970.17 Lacs and earned a profit before tax of Rs. 75.28 Lacs as against the profit of Rs. 13.82 Lacs in the previous year.

However, the management is striving hard to improve the sales from the new Services businesses and also to control the overhead expenses to further improve the performance of your Company.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company employs personnel from all walks of life having the requisite qualifications as demanded by the job profile. It has a well designed training programme, to retain and train the personnel with respect to the culture of the Company and to keep them abreast with the latest developments in the changing technological environment.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy: The Company uses electric energy for its equipment such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve energy.

B. Technology Absorption: During the year your Company has not operated plants, therefore no technology absorption and research & development.

C. Foreign Exchange Earnings & Outgo (Rs. in Lacs)

2009-10 2008-09

a) Earnings on re-exports NIL

B) Outgo

i. Travelling 8.04 4.49

ii. Royalty on Microsoft Products NIL

iii. CIF Value of goods imported NIL

iv. Sales Promotion NIL

ACKNOWLEDGEMENTS

Your Directors place on record their grateful appreciation for the continued assistance and co-operation extended by the shareholders, customers, bankers and the dedicated employees and the business associates.

For and on behalf of the Board of Directors

(Alok P. Gupta)

Chairman Place: Mumbai, Date :6th August,2010.

 
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