Directors Report of Centerac Technologies Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts for the year ended the 31st March 2014.

Financial Results: (in Rs.) Year ended Year ended 31-03-2014 31-03-2013

In Rupees In Rupees

Revenue from Operations 27,349,840 32,156,146

Profit Before Extraordinary Items and Tax 1,276,164 3,013,656

Extraordinary Items Nil Nil

Profit before Tax 1,276,164 3,013,656

Tax Expenses

Current Tax 780,000 1,250,000

Deferred Tax (Net) 28,672 (286,571)

Tax adjustment of Earlier Year Nil 1,708,023

PROFIT/(LOSS) after tax 467,492 342,204

Income, Activities & Operations:

During the year, the Company earned Rs.27,349,840/- as sales income and Rs.32,156,146/- as other income and was able to make a profit of Rs.467,492/- as against the profit of Rs. 3,42,204/- in the previous year and the Company expects good returns in the coming years.

Dividend:

The Directors do not recommend any dividend.

Public Deposits:

The Company has not accepted any Deposit within the meaning of Section 58A of The Companies Act, 1956 and the rules made thereunder during the year.

Directors:

Mr. Shilpa Khandelwal retires by rotation and being eligible, offers himself for re-appointment.

The Company has 2 (Two) Independent Non-Executive Directors on the Board, which constitutes more than 50% of the total strength of the Board of Directors of the Company.

Mr. Mohan Motiram Jayakar and Mr. Khushrow Shavax Patel, are independent directors of the Company, and have held the positions as such for more than five years. It is proposed to appoint them as independent directors under section 140 of the Act, and clause 49 of listing agreement to hold office upto March 31, 2019 , not liable to retire by rotation.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were fairly reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(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 2014 on a 'going concern' basis.

Particulars of Employees:

The Company has not paid any remuneration attracting the provision of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956, as amended. Hence, there is no requirement to append any information to this report in this regard.

Particulars of Energy Conservation, Technology absorption & Foreign Exchange Earnings and outgo:

Since the Company has ventured into the e-commerce and software development business and there are no manufacturing activities, there are no particulars relating to conservation of energy and technology absorption.

The following foreign exchange earnings and outgo were there during the year:

(A) Earnings in Foreign Currency (on accrual basis)

Year ended March 31, 2014

a Sale of E-business Membership 2,487,233

b Fees from Mobile Applications 320,507

b Fees for preparation of Special Projects 1,914,202

c Service Charges and Maintenance Contracts 181,586

d Sale of E-Business Reports 312,381



Year ended March 31, 2013

a Sale of E-business Membership 2,268,152

b Fees from Mobile Applications 2,099,999

b Fees for preparation of Special Projects 4,124,704

c Service Charges and Maintenance Contracts 364,021

d Sale of E-Business Reports 114,948

(B) CIF Value of Imports and Expenditure in Foreign Currency (on accrual basis)

Year ended March 31, 2014

a) C. I. F. Value of Imports NIL

b) Expenditure in Foreign Currencies (on accrual basis)

Travelling Expenses Nil

Business Promotion Expenses Nil

Hosting Charges 755,610

Membership & Subscription Nil



Year ended March 31, 2013

a) C. I. F. Value of Imports NIL

b) Expenditure in Foreign Currencies (on accrual basis)

Travelling Expenses Nil

Business Promotion Expenses Nil

Hosting Charges 619,496

Nil

Auditors:

M/s Bansi S Mehta & Co, Chartered Accountants, Mumbai, the Auditors of the Company retire at the conclusion of the Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

Auditors' Report:

The Auditors' Report is attached to the Balance Sheet as at 31st March 2014. The comments of the auditors to the accounts referred to in the Auditors' Report are self-explanatory.

Listing:

The Equity Shares of the company are listed on The Stock Exchange, Mumbai, The Stock Exchange, Ahmedabad and The Delhi Stock Exchange Association.

The company's shares are tradable compulsorily in electronic form and the company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd.

The company has also appointed M/s LINK INTIME INDIA PRIVATE LIMITED as its Share Transfer and Depository Registrars. Shareholders are requested to send the matters relating to share transfers and/ or dematerialisation to the Company Registrars. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialisation of the company's shares on either of the Depositories as aforesaid.

Corporate Governance:

In line with the guidelines stipulated by the Securities and Exchange Board of India (SEBI) Committee on Corporate Governance, adequate steps have been taken to ensure that most of the provisions of Clause 49 of the Listing Agreement are duly complied with.

A separate report on corporate governance is included/ attached as part of the Annual Report. The Auditors' Certificate confirming Compliance of Conditions of Corporate Governance is included in the said Corporate Governance Report. The Company is soon to induct more Directors.

Acknowledgement:

The Directors record their thanks to all the shareholders, banks for their co-operation. The Directors also acknowledge the co-operation received from officers and staff of the Company.

For and on behalf of the Board of Directors

Sd/- Mumbai Sanjiv Khandelwal Dated: 30.05.2014 Chairman and Managing Director

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Mar 31, 2011

The Directors have pleasure in presenting the Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended the 31st March 2011.

Financial Results: (in Rs.) Year ended Year ended 31-03-2011 31-03-2010 In Rupees In Rupees

Profit/(Loss) before tax 13,04,280.68 65,895.39

Less :Provision for taxation

Current Tax/Fringe Benefit Tax Nil Nil

Provision for Deferred Tax (Net) 3,94,788.00 5,73,933.00

Add: Excess Provision for Depreciation Written Back Nil 7,51,634.00

Add :Prior Period Adjustments (42,779.50) (2,937.55)

Profit/(Loss) after tax 8,66,713.18 2,40,658.84

Add : Surplus/(Deficit) brought forward (486,86,331.36) (4,89,26,990.20)

Balance carried to Balance Sheet (4,78,19,618.18) (4,86,86,331.36)

Income, Activities & Operations:

During the year, the Company earned Rs.10,71,915.00 as sales income and Rs52,85,888.28 as other income and was able to make a profit of Rs.8,66,713.18.00 as against the profit of Rs.2,40,658.84 in the previous year and the Company expects good returns in the coming years.

Dividend:

The Directors do not recommend any dividend.

Public Deposits:

The Company has not accepted any Deposit within the meaning of Section 58A of The Companies Act, 1956 and the rules made there under during the year.

Directors:

During the year under review Mr.Mohan Jayakar appointed as Additional Director of the Company. He holds office as Director only up to the date of the ensuing Annual General Meeting . The Board considers it desirable that the Company should continue to avail itself of his services.

Mr. Shilpa Khandelwal retires by rotation and being eligible, offers herself for re-appointment.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were fairly reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(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 2011 on a ''going concern'' basis.

Particulars of Employees:

The Company has not paid any remuneration attracting the provision of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956, as amended. Hence, there is no requirement to append any information to this report in this regard.

Particulars of Energy Conservation, Technology absorption & Foreign Exchange Earnings and outgo:

Since the Company has ventured into the e-commerce and software development business and there are no manufacturing activities, there are no particulars relating to conservation of energy and technology absorption.

The following foreign exchange earnings and outgo were there during the year:

Foreign Exchange earned is Rs.816321 ( Previous year Rs. Nil)

Foreign Exchange used Travelling :Rs. Nil ( Previous Year Rs. 21,309.00)

Business Promotion :Rs. Nil ( Previous Year Rs. 15,678.00)

Hosting Charges : Rs.7,875.00 ( Previous Year Rs.6,055.00) Auditors:

M/s A. J. Mehta & Associates, Chartered Accountants, Mumbai, the Auditors of the Company retire at the conclusion of the Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

Auditors'' Report:

The Auditors'' Report is attached to the Balance Sheet as at 31st March 2011. The comments of the auditors to the accounts referred to in the Auditors'' Report are self-explanatory.

Subsidiary

The Audited Statements of Accounts of the Subsidiary Company and the Auditors'' Report thereon for the Year ended 31st March, 2011 has been attached to the balance sheet along with statement pursuant to Section 212 of the Companies Act, 1956, relating to the said Subsidiary Company. The Company has already initiated the process of merger of its subsidiary with the holding company and the approval of the Honorable High Court is pending for the merger.

Listing:

The Equity Shares of the company are listed on The Stock Exchange, Mumbai, The Stock Exchange, Ahmadabad and The Delhi Stock Exchange Association.

The company''s shares are tradable compulsorily in electronic form and the company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd.

The company has also appointed M/s LINK INTIME INDIA PRIVATE LIMITED as its Share Transfer and Depository Registrars. Shareholders are requested to send the matters relating to share transfers and/ or dematerialisation to the Company Registrars. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialisation of the company''s shares on either of the Depositories as aforesaid.

Corporate Governance:

In line with the guidelines stipulated by the Securities and Exchange Board of India (SEBI) Committee on Corporate Governance, adequate steps have been taken to ensure that most of the provisions of Clause 49 of the Listing Agreement are duly complied with.

A separate report on corporate governance is included/ attached as part of the Annual Report. The Auditors'' Certificate confirming Compliance of Conditions of Corporate Governance is included in the said Corporate Governance Report. The Company is soon to induct more Directors.

Acknowledgement:

The Directors record their thanks to all the banks for their co-operation. The Directors also acknowledge the co-operation received from officers and staff of the Company.

For and on behalf of the Board of Directors

Sd/-

Mumbai Sanjiv Khandelwal

Dated: 3rd December, 2011 Chairman and Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report together with the Audited Statement of Accounts for the year ended the 31st March 2010.

Financial Results: (in Rs.) Year ended Year ended

31-03-2010 31-03-2009

In Rupees In Rupees

Profit/(Loss) before tax 65,895.00 (54,08,958.00)

Less :Provision for taxation

Current Tax/Fringe Benefit Tax Nil Nil

Provision for Deferred Tax (Net) 5,73,933.00 (5,09,277.00)

Add: Excess Provision for Income Tax/ FBT Nil 32,356

written Back

Add: Excess Provision for Depreciation 7,51,634.00 Nil

Written Back

Add :Prior Period Adjustments (2,937.00) (949.00)

Profit/(Loss)after tax 2,40,659.00 (48,68,274.00)

Add : Surplus/(Deficit) brought forward (4,89,26,990.00) (4,40,58,716.00)

Balance carried to Balance Sheet (4,86,86,331.00) (4,89,26,990.00)

Income, Activities & Operations:

During the year, the Company earned Rs.5,00,137.00 as sales income and Rs.28,32,560.00 as other income and was able to make a marginal profit of Rs.2,40,659.00 as against the loss of Rs.48.68.274.00 in the previous year and the Company expects good returns in the coming years.

Dividend:

The Directors do not recommend any dividend.

Public Deposits:

The Company has not accepted any Deposit within the meaning of Section 58A of The Companies Act, 1956 and the rules made thereunder during the year.

Directors:

Mr. Khushrow Shiavax Patel retires by rotation and being eligible, offers hemself for re-appointment.

Directors Responsibility Statement:

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

(i) That in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were fairly reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(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.

Particulars of Employees:

The Company has not paid any remuneration attracting the provision of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956, as amended. Hence, there is no requirement to append any information to this report in this regard.

Particulars of Energy Conservation, Technology absorption & Foreign Exchange Earnings and outgo:

Since the Company has ventured into the e-commerce and software development business and there are no manufacturing activities, there are no particulars relating to conservation of energy and technology absorption.

The following foreign exchange earnings and outgo were there during the year:

Foreign Exchange earned Nil ( Previous year Rs. 29,562.00)

Foreign Exchange used

Travelling : Rs.31,309.00 ( Previous Year Rs. Nil)

Business Promotion :Rs.15678.00 ( Previous Year Rs. Nil) Hosting Charges : 6055.00 ( Previous Year Rs. Nil)

Auditors:

M/s A. J. Mehta & Associates, Chartered Accountants, Mumbai, the Auditors of the Company retire at the conclusion of the Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

Auditors Report:

The Auditors Report is attached to the Balance Sheet as at 31st March 2010. The comments of the auditors to the accounts referred to in the Auditors Report are self-explanatory.

Subsidiary

The Audited Statements of Accounts of the Subsidiary Company and the Auditors Report thereon for the Year ended 31st March, 2010 has been attached to the balance sheet along with statement pursuant to Section 212 of the Companies Act, 1956, relating to the said Subsidiary Company.

Listing:

The Equity Shares of the company are listed on The Stock Exchange, Mumbai, The Stock Exchange, Ahmedabad and The Delhi Stock Exchange Association.

The companys shares are tradable compulsorily in electronic form and the company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd.

The company has also appointed M/s LINK INTIME INDIA PRIVATE LIMITED as its Share Transfer and Depository Registrars. Shareholders are requested to send the matters relating to share transfers and/ or dematerialisation to the Company Registrars. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialisation of the companys shares on either of the Depositories as aforesaid.

Corporate Governance:

In line with the guidelines stipulated by the Securities and Exchange Board of India (SEBI) Committee on Corporate Governance, adequate steps have been taken to ensure that most of the provisions of Clause 49 of the Listing Agreement are duly complied with.

A separate report on corporate governance is included/ attached as part of the Annual Report. The Auditors Certificate confirming Compliance of Conditions of Corporate Governance is included in the said Corporate Governance Report. The Company is soon to induct more Directors.

Acknowledgement:

The Directors record their thanks to all the banks for their co-operation. The Directors also acknowledge the co-operation received from officers and staff of the Company.

For and on behalf of the Board of Directors

Sd/-

Mumbai Sanjiv Khandelwal

Dated: 13th May, 2010 Chairman and Managing Director