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Directors Report of BLS Infotech Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 30th Annual Report and the Audited Statement of Accounts for the year ended 31st March 2015.

The financial results of the Company's operation during the year under review and those of the previous year are given below.

FINANCIAL RESULTS

( Rs In Lacs)

Current Particulors Year ended Previous Ye on ar ended on 31.03.2015 31.03.2014

Gross Revenue 1,477.23 1,673.60

Other Income 19.25 19.65

Total 1,496.48 1,693.25

Less: Expenditure 1,466.48 1,671.83

Gross Profit/(Loss) 30.00 21.42

Less: Depreciation 29.76 21.15

Net Profit/(Loss) before Tax 0.24 0.27

Less: Provision for Income Tax 0.05 0.05

Add: Deferred Tax (0.35) 2.52

Net Profit/(Loss) after Tax (PAT) (0.16) 2.74

Add: Balance B/F from Previous Year (254.72) (257.46)

(254.88) (254.72)

Less: Adj. for Earlier Year Income Tax - -

Balance carried to Balance Sheet (254.88) (254.72)

Earning Per Share 0.06 0.06

REVIEW OF OPERATIONS

During the year under review, in spite of serious inflationary trend ruling in the market and overall recession in the country's economy, your company could sustain only a marginal shortfall in its gross revenue by about 15 % with a minimal reduction in PAT by only Rs. 2.58 Lacs, through continuous monitoring.

DIVIDEND

There being a resultant Loss carried over to Balance sheet, your Directors refrain from recommending any dividend for the year.

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unpaid dividend carried forward and are due to be transfered to the designated Account in terms of sec. 124(5) of Companies Act, 2013.

CAPITAL / FINANCE

During the year the Company, did not issue / allot any Shares or Securities. The Issued, subscribed and paid-up share capital of the Company stood at Rs. 4376.95 Lacs Comprising of 43,76,94,813 equity shares of Re. 1/-each.

CREDIT RATING

The Company having no secured borrowing, no Credit Rating was required.

DIRECTORS & KEY MANAGERIAL PERSONAL

Pursuant to provisions of Sections 149, 150,152 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, read with Schedule IV to the Companies Act, 2013, your Directors appointed Mr. A. Dhanania and Mr. B. Bera and U. Pandey as Independent Directors of the Company to hold office for a period of five years with effect from conclusion of the AGM, held on 27.09.20,14 and their office as Independent Director, is not subject to retirement by rotation.

As per provisions of the Companies Act, 2013 Mr. T. Chowdhury shall retire at the ensuing Annual General Meeting of the Company and being eligible, seeks re-appointment. The Board of Directors recommend his re-appointment.

Mr. Vivek Kumar, has since been appointed as chief financial officer of the Company in due compliance of section 203 of the Companies Act, 2013.

Pursuant to the provisions u/s 161(1) of the Companies Act, 2013 Mrs. K. had since been appointed Additional Director to hold office until the conclusion of the forthcoming AGM to fulfill the requirement of woman director in the Board. In the meantime the Company has received a notice u/ s 160 of the Companies Act, 2013 with requisite deposit proposing Mrs. K. Saraogi to be appointed as a rotational Director in the forthcoming AGM.

The particulars of the Director seeking appointment / re-appointment has duly been furnished as part of the notes to the notice convening the ensuing Annual General Meeting pursuant to clause 49 of the listing agreement.

DECLARATION OF INDEPENDENT DIRECTORS

The independent Directors have since confirmed that they fulfill the conditions under section 149 (6) of the Companies Act, 2013. laid down as to the status of independence of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required u/s 134 (5) of the Companies Act, 2013, your Directors confirm having :

a) Followed in the preparation of Annual Accounts for the Financial Year 2014-2015 the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) 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 as at the end of the financial year and the profit of the Company for that year;

c) Taken proper and sufficient care for 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; and

d) Prepared the Annual Accounts on a going concern basis.

e) Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company believes that Corporate Governance is a way of business life rather than a legal compulsion. Your Director, being committed to best management practices and adhering to the policy of full transparency, enclose herewith a Report on Corporate Governance as stipulated by clause 49 of the listing agreement along with compliance certificate on Corporate Governance (Annexure 3) forming part of this report.

EXTRACT OF ANNUAL RETURN

Pursuant to sec 92(3) of the Companies Act, 2013 (The Act) and Rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of Annual Return as at 31st March 2015 is annexed hereto and Marked as Annexure 1.

AUDITORS AND THEIR REPORT

in the last Annual General Meeting of the Company held on 27th September 2014 Mr. Ranjit Jha, Chartered Accounts was appointed as statutory Auditor for three (3) consecutive years subject to rectification of members at every Annual General Meeting in between whereas by a notice given by the Auditors expressing their inability to accept the appointment in view of the ceiling in the number of Audit prescribed under the provision of the Companies Act, 2013. Consequently there was a casual vacancy caused in the office of statutory auditors and the Company have since appointed M/ s. Ranjit Jha & Associates, Chartered Accounts (firm regs. no 326969E), as the statutory Auditors of the Company in the casual vacancy for a period of consecutive 5 years ending on 30.09.2019, in the Extra Ordinary General Meeting held on 09.02.2015 subject to ratification by the members at each Annual General Meeting held in between this period. Accordingly the ratification of their appointment is sought for at the ensuing Annual General Meeting.

The report of the statutory Auditors when read with the notes and schedules forming part of the statements of account as annexed thereto are self explanatory and needs no further elaboration and comments.

COST AUDIT

The provision of section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) rules 2014, the provision of cost audit is not applicable on the products/ services of the Company for the F.Y. 2014-15.

SECRETARIAL AUDIT

In terms of section 204 of the Companies Act, 2013 and rules made there under, Mr. K.C. Dhanuka & Co., a Company Secretary in practice (CP No. 1247 member, no. 2204) has been appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y. 2014-15.The Report of secretarial Auditor is enclosed hereto as Annexure - 2. which is self explanatory and needs no comments thereon.

RELATED PARTY TRANSACTION

During the year there was no related party transaction attracting the provisions of sec. 188 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

The company's realized profit for last several years do not call for establishment a CSR policy as prescribe u/s 135 of the Companies Act, 2013.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND OTHERS EMPLOYEES

KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The remuneration of Key Managerial Personnel and Employees largely consists of basic salary perquisites, allowances and performance incentives subject to annual assessment.

The Components of the total remuneration vary for different grades and are governed by the industry pattern, qualification, experience, merit and performance of each employee. The Company while deciding the remuneration package takes into consideration the ruling employment scenario and remuneration package in the industry.

The annual variable pay of Managers is linked to the performance of the Company in general and the Individual performance in the relevant year with reference to achievement of Company's objective fixed at the beginning of the year.

INTERNAL FINANCIAL CONTROL

Your Company has established a well defined organization structure having an extensive system of internal control to ensure optimum utilization of on going schemes of operations, accurate reporting of financial transactions and strict compliance of applicable Laws and regulations. Your Company has adequate system to ensure that the assets of the Company are safeguarded against loss from un-authorized use or deprecations.

An audit committee of the Board regularly review the audit plans, significant audit findings, adequacy of internal control, compliance of applicable Accounting Standards and changes in accounting policies and practices, if any.

VIGIL MECHANISM

The company has a whistle blower policy and appropriate mechanism in place. Employees can directly report to the Top Management any concern about any unethical behavior, actual or suspected fraud or violation of Company's code of conduct or ethic policy. Management on its turn is responsible for establishing a fearless atmosphere where the reporting employee does not fear of being harassed or threatened in any way. We further affirm that no personnel of the Company have been denied access to the Audit Committee during the year under review.

SUBSIDIARIES

The Company is not having any Subsidiary.

EMPLOYEES STOCK OPTION SCHEMES

The Company have not provided any employee stock option.

GREEN INITIATIVES

Electronic copies of the Annual Report 2015 along with the Notice of the 30th AGM are sent to all members whose email addresses are registered with the Company /Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 along with the Notice of the 30th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members enabling them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014. The instruction for e-voting is provided in the notice.

PUBLIC DEPOSIT

The Company has not accepted or renewed any public deposits as defined under section 58 Aof the Companies Act, 1956 during the year. Under section 73 of the Companies Act, 2013 there is no deposit lying with the Company as on 31.03.2015.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

The information on particulars of conservation of Energy, technology absorption and foreign exchange earnings & outgo as required under section 234(3)(iii) of the Companies Act, 2013 read with the companies (Disclosure of particulars in the Report of the Board of Directors ) rules 2014 are not attached to this Company.

PARTICULARS OF EMPLOYEES

There being no employee drawing remuneration in excess of prescribed ceiling during the year, the information of particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 in respect of the Company is not attracted to this Company.

CAUTIONARY STATEMENT

Statements in this report describing the Company's objectives, expectations or predictions may be forward looking within the meaning of the applicable laws and regulations. The actual results may differ materially from those expressed in this statement because of many factors like economic conditions, availability resources, price conditions, domestic and international markets, changes in govt, policies, tax regimes, etc.

ACKNOWLEDGEMENTS

We thank our Customers, Vendors, Investors and Bankers for their continued support during the year. We also thank the employees for their significant contribution in Company's performance. We now look forward to the future with confidence and optimism.

For and on Behalf of the Board of Directors

Director Director

Place: Kolkata Date : 30lh July, 2015




Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 29th Annual report and the Audited Statement of Accounts for the year ended 31st March 2014. The financial results of the Company''s operation during the year under review and those of the previous year are given below.

FINANCIAL RESULTS

(Rs In Lacs)

Current Year PrevousYear ended on ended on 31.03.2014 31.03.2013

Gross Revenue 1,673.60 1,950.79

Other Income 19.65 20.80

Total 1,693.25 1,971.59

Less: Expenditure 1,671.83 1,929.21

Gross Prcfit/(Loss) 21.42 42.38

Less: Depreciation 21.15 33.28

Net Profit/(Loss) before Tax 0.27 9.10

Less: Provision for Income Tax 0.05 1.69

Add: Deferred Tax 2.52 1.70

Net Profit/(Loss) after Tax (PAT) 2.74 9.11

Add: Balance B/F from Prevous Year (257.46) (266.57)

(254.72) (257.46)

Less: Adj. for Earlier Year Income Tax - -

Balance carried to Balance Sheet (254.72) (257.46)

Earning Per Share 0.06 0.21

DIVIDEND

There being a resultant Loss C/F from the previous during the year, your Directors refrain from recommending any dividend for the year ended.

REVIEW OF OPERATIONS

During the year under review, in spite of serious inflationary trend ruling in the market and overall recession in the country''s economy, your company could sustain a marginal shortfall in its gross revenue by about 15 % with a minimal reduction in PAT by only Rs. 6.37 Lacs, though continuous monitoring.

COMPLIANCES

The Company did not default in the payment of interest and / or repayment of loan to any of the financial Institutions and / or banks during the period under review.

CORPORATE GOVERNANCE

A report on corporate Governance is annexed hereto.

PUBLIC DEPOSITE

The company has not accepted or renewed any public deposit during the year under review as defined under section 58A of the companies Act. 1956.

DIRECTORS

Pursuant to the provisions of the companies Act. 1956 and the Articles of Association of the company, the Board has appointed Mr. U. Pandey an Additional Director designated as an Independent Director w.e.f 01-12-2013 upto the date of the ensuring Annual General Meeting. Mr. U. Pandey being eligible offered for re-appointment as an Independent Director at the ensuring Annual General Meeting in terms of Section 161 (1) of the Companies Act. 2013 read with schedule IV to the Act.

Mr. A. Dhanania, existing Non-executive Director, liable to retire by rotation, has been designated as an independent Director is proposed to be appointed in terms of Section 161 (1) of the Companies Act. 2013 read with schedule IV to the Act.

Mr. B. Bera retire by rotation at the ensuring Annual General Meeting and being eligible offer himself for re-appointed.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217 (2 AA) of the companies Act. 1956 with respect to Directors'' Responsibility Statement, the Directors confirm having:-

a) followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation related to the material departures, if any;

b) selected such accounting policies and applied 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 year under review and of the losses of the company for the year under review;

c) taken proper and sufficient care of the maintenance of adequate accounting reccyds in accordance with the provisions of the companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; and

d) Prepared the annual accounts on a going concern basis.

e) Laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and operating effectively, and

f) Devised proper system to ensure compliance with the provision of all applicable law and that such systems were adequate and operating effectively.

AUDITORS

The Auditors of the Company, M/s Ranjit Jha & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and have confirm their eligibility and willingness to accept office, if appointed. Pursuant is section 139 of the Companies Act. 2013 and rules made there under M/s Ranjit Jha & Associates is proposed to be appointed for a consecutive period of 5 (five) years from the conclusion of the forth coming Annual General Meeting.

Auditors Report read with annexure thereto does not contain any qualification of significant nature and therefore no comments from the Directors is required.

PERSONNEL/INDUSTRIAL RELATIONS

During the period under review, your company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the employee have enabled your Company to remain at the forefront of the industry. Your Directors record their appreciation for their hard work and efficiency. Forand on behalf of the Board

Place: Kolkata T. Chowdhury Date :30th July, 2014 (DIRECTOR)


Mar 31, 2013

The Directors take pleasure in presenting the 28th Annual report and the Audited Statement of Accounts for the year ended 31st March 2013.

The financial results of the Company''s operation during the year under review and those of the previous year are given below.

FINANCIAL RESULTS (Rs. in Lacs)

Current Year Previous Year ended on ended on 31.03.2013 31.03.2012

Gross Revenue 1,950.79 1,796.70

Other Income 20.80 22.09

Total 1,971.59 1,818.79

Less: Expenditure 1,929.21 2,357.49

Gross Profit/(Loss) 42.38 (538.70)

Less: Depreciation 33.28 31.55

Net Profit/(Loss) before Tax 9.10 (570.25)

Less: Provision for Income Tax & FBT 1.69

Add: Deferred Tax 1/70 167.16

Net Profit/(Loss) after Tax (PAT) 9.11 (403.09)

Add: Balance B/F from Previous Year (266.57) 136.52

(257.46) (266.57)

Less: Adj. for Earlier Year Income Tax

Balance carried to Balance Sheet (257.46) (266.57)

Earning Per Share 0.21

DIVIDEND

There being a resultant Loss C/F from the previous during the year, your Directors refrain from recommending any dividend for the year ended.

REVIEW OF OPERATIONS

During the year under review, inspite of serious inflationary trend ruling in the market and overall recession in the country''s economy, your company could increase its revenue though marginally by about 10% over the previous year and was able to bring back the final result into black from the red through continuous monitoring.

DIRECTORS

Sri A. Dhanania, Director of the company retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement it is hereby confirmed that:-

a) in the preparation of Annual Accounts for the Financial Year 2012-2013 the applicable Accounting Standards had been followed and no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently 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 the profit and loss of the company for that period;

c) to the best of their knowledge and information , they 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; and

d) they have prepared the Annual Accounts on a going concern basis.

DEPOSITS

The company has not accepted and / or renewed any deposit from the public during the period nor was their any carried forward balance at the end of year.

AUDITORS & THEIR REPORT:

The retiring Auditors M/s. Ranjit Jha & Associates, Chartered Accountants, being eligible after themselves for re-appointment and have notified that such reappointment will be within the limits prescribed u/s 224(18) of the Act.

The reports of the Auditors when read with the notes on Accounts are self explanatory and need no further explanation.

COMPLIANCES

The Company did not default in the payment of interest and / or repayment of loan to any of the financial Institutions and / or banks during the period under review.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, as provided under the amended Clause 49 of the Listing Agreement with the Stock Exchanges, are duly complied with.

Separate report on Corporate Governance along with auditors'' certificate for its due compliance and Management Discussion and Analysis are annexed hereto and form part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company is committed to play its role as an enlightened corporate citizen and continued to earmark activities for Social and inclusive Development mainly in the area of education, particularly education of primary children.

During the year under review, your Company in collaboration with employees of the Company, for supporting NGOs/charitable organizations working in the fields of education, health, environment and child welfare, has provided financial aid to these organizations.

STATUTORY INFORMATION:

(1) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The company being engaged in non- manufacturing activities , the information required under the provisions of section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Directors) Rules 1988, relating to conservation of energy, etc is not required. The particulars of Foreign Exchange earnings and outgo are given hereunder:-

(2) FOREIGN EXCHANGE INCOME AND OUTGO

Current Year Previous Year

Foreign Exchange Earned : Rs. NIL Rs. NIL

Foreign Exchange Outgo : Rs. NIL Rs. NIL

(3) EMPLOYEES PARTICULARS

The company having no employee drawing salaries in excess of the prescribed limits, the provisions of U/S 217(2A) of the Companies Act, 1956 are not attracted.

PERSONNEL/INDUSTRIAL RELATIONS

During the period under review, your company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the employee have enabled your Company to remain at the forefront of the industry. Your Directors record their appreciation for their hard work and efficiency.

APPRECIATION

We wish to place on record our appreciation for the continued assistance and co-operation extended to the Company by the Government of India, State Governments, Financial Institutions and Banks, dealers and customers, shareholders and to all others who are continuing their assistance to the Company.

For and on behalf of the Board

Place: Kolkata T.CHOWDHURY

Date : 27th May, 2013 (DIRECTOR)


Mar 31, 2012

The Directors take pleasure in presenting the 27th Annual report and the Audited Statement of Accounts for the year ended 31st March 2012.

The financial results of the Company''s operation during the year under review and those of the previous year are given below.

FINANCIAL RESULTS (Rs. In Lacs)

Current Year Previous year ended on 31.03.2012 on 31.03.2011

Gross Revenue 1,796.70 9,088.07

Other Income 22.09 17.40

Total 1,818.79 9,105.47

Less: Expenditure 2,357.49 8,663.10

Gross Profit/(Loss) (538.70) 442.37

Less : Depreciation 31.55 433.65

Net Profit / (Loss) before Tax (570.25) 8.72

Less : Provision for Income Tax & FBT - 1.62

Add: Deferred Tax 167.16 63.84

Net Profit / (Loss) after tax (PAT) (403.09) 70.94

Add : Balance B/F from Previous Year 136.52 65.58

(266.57) 136.52

Less: Adj. for Earlier Year Income Tax - -

Balance carried to Balance Sheet (266.57) 136.52

Earning Per Share 0.00 0.00

DIVIDEND

There being a resultant Loss during the year, your Directors have decided not to recommend any dividend for the year ended.

REVIEW OF OPERATIONS

During the year under review, the company incurred serious fall in revenue due to prevailing uncertainty in the Capital market which resulted in a negative return on capital, your directors are however optimistic about regaining the position through diversification and concentration of its focus on it training and solution which has a wide prospect.

DIRECTORS

Sri T. Chowdhury, Director of the company retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

Mr. Bibhas Bera who was appointed as an additional Director during the year retires at the conclusion of the forth coming Annual General Meeting. Whereas the Company has received a notice u/s 257 of the Companies Act, 1956 from a member proposing appointment of Mr. Bera as a rotational Director in the forth coming Annual General Meeting particulars of Directors seeking appointment / re-appointment has been detailed in the notice to Notice convening the Annual General Meeting in due Compliance of Clause 49 of the Listing Agreement.

During the year Mrs. Kavita Saraogi, Director of the Company vacated her office through resignation due to her other engagements. The Directors puts on record its sincere appreciation of the valuable guidance offered by Mrs. Saraogi during the tenure of her office.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement it is hereby confirmed that:-

a) in the preparation of Annual Accounts for the Financial Year 2011-2012 the applicable Accounting Standards had been followed and no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently 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 the profit and loss of the company for that period;

c) to the best of their knowledge and information , they 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; and

d) they have prepared the Annual Accounts on a going concern basis.

DEPOSITS

The company has not accepted and / or renewed any deposit from the public during the period nor was their any carried forward balance at the end of year.

AUDITORS & THEIR REPORT :

The Auditors of the Company M/s. Rajendra Chowdhury & Co. Chartered Accountant vacated the office consequent to the sudden devise of the proprietor Mr. Rajendra Chowdhury. In the casual vacancy caused thereby M/s. Ranjit Jha & Associates, Chartered Accountants were appointed in terms of Section 224 of the companies Act, 1956 who retires at the conclusions of the next Annual General Meeting. The retiring Auditors M/s. Ranjit Jha & Associates, Chartered Accountants, being eligible after themselves for re-appointment and have notified that such reappointment will be within the limits prescribed u/s 224(1 B) of the Act. The reports of the Auditors when read with the notes forming point of the audited statements of Accounts are self explanatory and needs no elaboration.

The reports of the Auditors when read with the notes on Accounts are self explanatory and need no further explanation.

COMPLIANCES

The Company did not default in the payment of interest and / or repayment of loan to any of the financial Institutions and / or banks during the period under review.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, as provided under the amended Clause 49 of the Listing Agreement with the Stock Exchanges, are duly complied with.

A separate report on Corporate Governance along with auditors'' certificate for its due compliance and Managements'' Discussion and Analysis are annexed hereto and form part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company is committed to play its role as an enlightened corporate citizen and continued to earmark activities for Social and inclusive Development mainly in the area of education, particularly education of primary children.

During the year under review, your Company in collaboration with employees of the Company, for supporting NGOs/charitable organizations working in the fields of education, health, environment and child welfare, provided financial aid to these organizations.

STATUTORY INFORMATION:

(1) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The company being engaged in non- manufacturing activities, the information required under the provisions of section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Directors) Rules 1988, relating to conservation of energy, etc is not required. The particulars of Foreign Exchange earnings and outgo are given hereunder:-

(2) FOREIGN EXCHANGE INCOME AND OUTGO

Current Year Previous Year

Foreign Exchange Earned : Rs. NIL Rs. NIL

Foreign Exchange Outgo : Rs. NIL Rs. NIL

(3) EMPLOYEES PARTICULARS

The company having no employee drawing salaries in excess of Rs. 24,00,000 p.a. or Rs.2,00,000 per month for a part of the year, the provisions U/S 217(2A) of the Companies Act, 1956 are not attracted.

PERSONNEL/INDUSTRIAL RELATIONS

During the period under review, your company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the employee have enabled your Company to remain at the forefront of the industry. Your Directors record their appreciation for their hard work and efficiency.

APPRECIATION

We wish to place on record our appreciation for the continued assistance and co-operation extended to the Company by the Government of India, State Governments, Financial Institutions and Banks, dealers and customers, shareholders and to all others who are continuing their assistance to the Company.

For and on behalf of the Board

Place : Kolkata SUSHIL K SARAOGI

Date : 18th August, 2012 (MANAGING DIRECTOR)


Mar 31, 2010

The Directors take pleasure in presenting the 25th Annual report and the Audited Statement of Accounts for the year ended 31st March 2010.

The financial results of the Companys operation during the year under review and those of the previous year are given below.

FINANCIAL RESULTS

(Rs. In Lacs)

Current Year ended Previous year on 31.03.2010 ended 31.03.2009

Gross Sales 8,909.55 1717.68

Other Income 614.45 408.80

Total 9,524.00 2126.48

Less: Expenditure 9,143.87 1920.59

Gross Profit/(Loss) 380.13 205.89

Less: Depreciation 353.01 179.67

Net Profit / (Loss) before tax 27.12 26.22

Less : Provision for Income tax & FBT 4.19 3.42

Add: Deferred Tax (61.74) 1.48

Net Profit / (Loss) after tax (PAT) (38.81) 24.28

Add : Balance B/F from P. Year 104.39 85.85

65.58 110.13

Less : Adj. for Earlier Year Income Tax - 5.73

Balance carried to Balance Sheet 65.58 104.39

Earning Per Share 0.005 0.006

DIVIDEND

There being no substantial profit during the year, your Directors have decided not to recommend any dividend for the year ended.

REVIEW OF OPERATIONS

In year marked with challenges and opportunities, your Company has achieved credible financial results. On standalone basis, revenues have grown 348% in compare to previous year. Company focused on doing the simple things well. We kept our focus on the customers, work out their business pain point and try to resolve that. At the end of 2009-10, your companys revenues came from Hardware, Software, Training and solutions. 2010 will see IT spending in all major industries returning to growth, although that growth will vary by individual sector. Due to this, PC sales grown up and companys is benefited by this.

CURRENT PERFORMANCE

The Indian retail market, the fifth-largest retail destination globally has been ranked as the most attractive emerging market for investment in the retail sector. Further, organized retailing is growing at 50-55% in small towns compared to 30% in large cities. Organized retail is expected to grow four fold from $7 billion to $30 billion by 2010. Todays consumers are well informed. Training is almost necessary for both retailers and resellers.

DIRECTORS

Mrs. Kavita Saraogi, Director of the company retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement it is hereby confirmed that :-

a) in the preparation of Annual Accounts for the Financial Year 2009-2010 the applicable Accounting Standards had been followed and no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently 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 the profit and loss of the company for that period;

c) to the best of their knowledge and information , they 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; and

d) they have prepared the Annual Accounts on a going concern basis.

DEPOSITS

The company has not accepted and / or renewed any deposit from the public during the period nor was their any carried forward balance at the end of year.

AUDITORS & THEIR REPORT :

M/s Rajendra Chaudhary & Co., Chartered Accountants the Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and they being eligible offer themselves for re-appointment and have notified that such re-appointment will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

The reports of the Auditors when read with the notes on Accounts are self explanatory and need no further explanation.

COMPLIANCES

The Company did not default in the payment of interest and / or repayment of loan to any of the financial Institutions and /or banks during the period under review.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, as provided under the amended Clause 49 of the Listing Agreement with the Stock Exchanges, are duly complied with.

A separate report on Corporate Governance along with auditors certificate for its due compliance and Managements Discussion and Analysis are annexed hereto and form part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company is committed to play its role as an enlightened corporate citizen and continued to earmarked activities for Social and inclusive Development mainly in the area of education, particularly education of primarily children.

During the year under review by your Company in collaboration with employees of the Company for supporting NGOs/charitable organizations working in the fields of education, health, environment and child welfare with your Company providing financial aid to these organizations.

STATUTORY INFORMATION:

(1) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The company being engaged in non- manufacturing activities, the information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the report of the Directors) Rules 1988, relating to conservation of energy, etc is not required. The particulars of Foreign Exchange earnings and outgo are given hereunder .:-

(2) FOREIGN EXCHANGE INCOME AND OUTGO

Current Year Previous Year Foreign Exchange Earned : Rs. NIL Rs. NIL

Foreign Exchange Outgo : Rs. NIL Rs. NIL

(3) EMPLOYEES PARTICULARS

The company having no employee drawing salaries in excess of Rs. 24,00,000 p.a. or Rs.2,00,000 per month for a part of the year, the provisions U/S 217(2A) of the Companies Act, 1956 are not attracted.

PERSONNEL/INDUSTRIAL RELATIONS

During the period under review, your company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the employee have enabled your Company to remain at the forefront of the industry. Your Directors record their appreciation for this hard work and efficiency.

APPRECIATION

We wish to place on record our appreciation for the continued assistance and co-operation extended to the Company by the Government of India, State Governments, Financial Institutions and Banks, dealers and customers, shareholders and to all others who are continuing their assistance to the Company.

For and on behalf of the Board Place : Kolkata SUSHIL K SARAOGI

Date :28th August, 2010 (CHAIRMAN CUM MANAGING DIRECTOR)

 
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