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Directors Report of Computer Point Ltd.

Mar 31, 2015

Dear Members,

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

FINANCIAL RESULTS

A summary of the financial results for the year under review is as under:

FINANCIAL RESULTS Rs in Lac

Particulars Current Year ended For the year on 31.03.2015 ended 31.03.2014

Gross Sales 2439.78 4872.71

Other Income 155.96 111.37

Total 2595.74 4984.08

Less : Operating Expenditure 2559.41 4954.61

Gross Profit/(Loss) 36.33 29.47

Less: Interest 0.00 0.00

Less : Depreciation 35.91 28.74

Net Profit / (Loss) before tax 0.42 0.73

Less : Provision for Income Tax 0.08 0.13

Add/(Less): Deferred Tax 0.20 3.10

Net Profit/(Loss) after tax (PAT) 0.14 3.70

Add : Bal. B/F from previous year (319.38) (323.08)

Balance C/F to Balance Sheet (319.24) (319.38)

Earning Per Share 0.00 0.00

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 had to sustain a shortfall in its gross revenue by about 50% with a reduction in PAT by Rs. 2.58 Lacs.

DIVIDEND

There being a resultant Loss carried over to Balance sheet, your Directors refrain from recommending any dividend for the year ended 31st March 2015.

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unpaid dividend carried forward and due to be transfer to the designated Fund (SEPF) 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 as On 31st march, 2015. The Issued, subscribed and paid-up share capital of the Company remained unaltered at Rs. 3,000.13 Lacs Comprising of 3,00,01,300 equity shares of Rs. 10/- each.

CREDIT RATING

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

DIRECTORS Appointment :

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 Mr. Ashok Das and Mr. R. R. Challani were appointed as Independent Directors of the Company to hold office for a period of five years with effect from conclusion of the AGM, held on 27.09.2014 and their office as Independent Director shall not be subject to retirement by rotation.

As per provisions of the Companies Act, 2013 Mr. Ankush Jain 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. S. Mukherjee 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 152 of the Companies Act, 2013 Mrs. Lata Jain has 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 161 of the Companies Act, 2013 with requisite deposit proposing to Mrs. Lata Jain 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 their status of independence of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required u/s 217(2AA) of the Companies Act, 1956 which is corresponding to Section 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 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.

f) 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 M/s. R. K. Bhatter & Co., 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. and there was a casual vacancy caused in the office of statutory auditors and the Company has 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 31.03.2019, in the Extra Ordinary General Meeting held on 28.01.2015 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 ail 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 for 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 performance of each employee. The Company while deciding the remuneration package takes into consideration of 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 A of 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 altracted 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 of 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 : 30th 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 period ended 31st March 2014.

FINANCIAL RESULTS

A summary of the financial results for the year under review is as under:

(Rs. in Lacs)

Current Year ended For the year ended PARTICULARS on 31.03.2014 31.03.2013

Gross Sales 4872.71 3360.33

Other Income 111.37 93.34

Total 4984.08 3453.67

Less: Operating Expenditure 4935.31 3404.27

Gross Profit/(Loss) 48.77 49.40

Less: Interest 0.00 0.00

Less: Depreciation 48.04 46.49

Net Profit / (Loss) before tax 0.73 2.91

Less: Provision for Income tax 0.13 0.54

Add/(Less): Deferred Tax 3.10 8.00

Net Profit / (Loss) after tax (PAT) 3.70 10.37

Add: Bal. B/F from previous year (323.08) (333.45)

Balance C/F to Balance Sheet (319.38) (323.08)

Earning Per Share 0.01 0.00

DIVIDEND

There being insufficient realized profit, the Directors of your Company regret their inability to recommend any dividend for the financial year 2013-2014.

CURRENT PERFORMANCE

Your Company had been very aggressive in the quest for new contracts and execution thereof while maintaining its pricing standards. The Company''s business is in certain sectors like Banking, Financial Services, Retail business, Life services and Health care and also in certain Government sector registered a marginal improvement on an annual basis. The Company foresees improvement in its order positions in diverse Industrial sectors in the current year.

The Company''s initiation in the operation of Business Schools and Technical Education in the Eastern India in close co-ordination with all India Technical Universities has turned out to be encouraging and the Company proposes further expansion in this venture.

The gross turnover for the year was increased by about 45 % as compared to the previous year and the net profit after Tax (PAT) for the year could be maintained because of the close monitoring of the operational costs and extensive cost control measures.

Encouraged by the increased response the management proposes to initiate extensive focus in Business School and Technical Educational Institutions in the Eastern India in close-co-ordination with Technical Universities.

DIRECTORS

Appointment:

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. Ashok Das and Mr. R. R. Challani as Independent Directors of the Company to hold office for a period of five years with effect from conclusion of this AGM, subject to approval by the members in the ensuing Annual General Meeting and their office as Independent Director shall not be subject to retirement by rotation. Details of the proposal for appointment of Mr. Ashok Das and Mr. R. R. Challani are mentioned in Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the ensuing Annual General Meeting.

A statement on declaration given by independent Directors under section 149 (6) of the Companies Act, 2013 (Annexure D) forming part of this report.

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

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

DIRECTORS RESPONSIBILITY STATEMENT

As required u/s 217(2AA) of the Companies Act, 1956 which is corresponding to Section 134 (5) of the Companies Act, 2013, your Directors confirm having :

a) Followed in the preparation of Annual Accounts for the Financial Year 2013-2014 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 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, 1956 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 those such internal financial controls are adequate and were operating effectively.

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

CORPORATE GOVERNANCE

The Company believes that Corporate Governance is as 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 A) and a Report on Management Discussion and Analysis (Annexure B) forming part of this report.

FIXED DEPOSITS

The Company has neither accepted and / or renewed any fixed deposit from the public during the period nor was their any carried forward balance at the end of year.

GREEN INITIATIVES

Electronic copies of the Annual Report 2014 along with the Notice of the 29th Annual General Meeting 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 2014 along with the Notice of the 29th Annual General Meeting 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 to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies (Management and Administration) Rules, 2014. The instruction for e-voting is provided in the notice.

STATUTORY AUDITORS

The Auditors of the Company, M/s R. K. Bhatter & Co., Chartered Accountants retires at the ensuing Annual General Meeting and have confirm their eligibility and willingness to accept office it appointed. Pursuant to section 139 of the Companies Act, 2013 and rules made there under, M/s R. K. Bhatter & Co. having not completed 10 years as Auditors of the Company their re-appointment is proposed to be made for a period of consecutive (5) Five years from the conclusion of the ensuing Annual General Meeting.

DIRECTOR''S RESPONSE TO THE COMMENT MADE BY THE AUDITORS IN THEIR REPORT

Auditor''s Report read together with annexure thereto does not contain any qualification of significant nature, Comment under para xxi of the Annexure to the Auditors'' Report are self explanatory and, therefore, require no further comments from the Board of Directors.

The Company being engaged in the business of I.T. service providing the provisions laid down u/s 145 of the Companies Act. 2013 are not attracted to this Company.

PUBLIC DEPOSIT

The Company has not accepted or renewed any public deposits as defined under section 58 A of 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 31.03.2014.

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 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of the Board of Directors ) rules 1988 are not attached to this Company.

PARTICULARS OF EMPLOYEES

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 Company.

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 : 30,h July, 2014


Mar 31, 2012

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

FINANCIAL RESULTS

A summary of the financial results for the year under review is as under:

(Rs. in Lacs)

Current Year ended For the year ended PARTICULARS on 31.03.2012 31.03.2011

Gross Sales 2962.68 10950.61

Other Income 81.18 97.64

Total 3043.86 11048.25

Less: Operating Expenditure 3169.70 10860.85

Gross Profit/(Loss) (125.74) 187.40

Less: Interest 0.00 0.48

Less: Depreciation 50.71 169.01

Net Profit / (Loss) before tax (176.45) 17.91

Less : Provision for Income Tax - 3.32

Fringe Benefit Tax - -

Add/(Less): Deferred Tax 35.01 20.54

Net Profit / (Loss) after tax (PAT) (141.44) 35.13

Add : Balance B/F from previous year (192.01) (227.13)

Balance C/F to Balance Sheet (333.45) (192.01)

Earning Per Share 0.00 0.12

DIVIDEND

There being insufficient realized profit, the Directors of your Company regret their inability to recommend any dividend for the financial year 2011 -2012.

CURRENT PERFORMANCE

The year under review witnessed an all-round declined in the Companies business activities consequent to the continuance of unprecedented recession in the world economy. Your Company had been very aggressive in the quest for new contracts and execution thereof while maintaining its pricing standards. The Company''s business is in certain sectors like Banking, Financial Services, Retail business, Life services and Health care and also in certain Government sector registered general declined on an annual basis. The Company foresees improvement in its order positions in diverse Industrial sectors in the current year.

The Company''s initiation in the operation of Business Schools and Technical Education in the Eastern India in close co-ordination with all India Technical Universities has turned out to be encouraging and the Company proposes further expansion in this venture.

Although the gross turnover for the year was by about 50% as compared to the previous year the net profit after Tax (PAT) for the year could be maintained because of the close monitoring of the operational costs and extensive cost control measures.

Encourage by the increased reasonably the management proposes to initiate extensive expansion in Business School and Technical Educational Institutions in the Eastern India in close-co-ordination with Technical Universities.

DIRECTORS

Mr. R. R. Chhallani, Directors of the company retires by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

Mr. Ashok Das 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. Das 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. S. Jain, M. 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. Jain during the tenure of her office.

During the year Mr. B.L. Jain, Director of the Company vacated his office through resignation due to his other engagements. The Directors puts on record its sincere appreciation of the valuable guidance offered by Mr. Jain during the tenure of his 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) the directors 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, 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; and

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

FIXED DEPOSITS

The company has neither accepted and / or renewed any fixed deposit from the public during the period nor was their any carried forward balance at the end of year.

AUDITORS & THEIR REPORT :

M/s R.K.Bhatter & Co., Chartered Accountants retires at the conclusion of the forth coming Annual General Meeting and being eligible offers themselves for re-appointment and they have notified that their such appointment will be within the permissible limits under section 224(1 B) of the Companies Act, 1956.

The report of the Auditors and the observations made there-at when read with the notes forming part of the 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

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as part of the Annual Report along with the Auditor''s Certificate on its Compliance.

STATUTORY INFORMATION :

(1) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities that are being carried on by your Company, Rule 2A& 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption, respectively are not applicable to your Company. Your company being an IT solution provider requires minimal energy consumption and every endeavor is made to avoid wastage and to conserve energy as far as possible.

(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

The industrial relations during the year, under review remained cordial between the employees and Management. There was a total understanding of the Management objectives by the employees. Your directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

CAUTIONARY STATEMENT :

Statements made in the Report describing the Company''s Objectives, Expectations or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company''s operations include economic development, Government actions, risks inherent in the Company''s growth strategy and other factors that could cause the actual results to differ materially from those contemplated by the relevant forward looking statements.

APPRECIATION

Your Directors wish to place on record their appreciation for the assistance and co-operation that your Company received from the Government of India, Financial Institutions, Banks, Stakeholders and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of the devotion and commitment of every employee of the company

For and on behalf of the Board

(R. Gupta)

Date : 18th August, 2012 Director

Registered Office :

1/1B, Upper Wood Street

Kolkata-700 017


Mar 31, 2010

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

FINANCIAL RESULTS

A summary of the financial results for the year under review is as under:

(? in Lacs)

Current Year ended For the year ended PARTICULARS on 31.03.2010 31.03.2009

Gross Sales 11582.94 4825.10

Other Income 82.27 379.35

Total 11665.21 5204.45

Less: Expenditure 11414.94 4967.86

Gross Profit/(Loss) 250.27 236.59

Less: Interest 1.05 1.42

Less: Depreciation 195.52 205.07

Net Profit / (Loss) before tax 53.70 30.10

Less : Provision for Income Tax 8.30 3.10

Fringe Benefit Tax - 1.64

Add/(Less): Deferred Tax (16.11) 11.72

Net Profit / (Loss) after tax (PAT) 29.29 37.08

Add : Balance B/F from previous year (256.43) (293.51)

Balance C/F to Balance Sheet (227.13) (256.43)

Earning Per Share 0.10 0.12

DIVIDEND

In order to conserve the financial resources of the Company, the directors of your Company regret their inability to recommend any dividend for the financial period 2009-2010.

REVIEW OF OPERATIONS

You would be pleased to note that your Company has achieved significant growth during the last financial year. Overall, 2009-2010 has been a very satisfying year. The Company was aggressive in its quest for new contracts, executed on its full strategy and maintained pricing standard.

The Companys business grew even in those sectors affected by the economic meltdown, mainly because the customers appreciated the Companys value proposition. Banking, Financial Services, Retail, Life Sciences & Heath Care and Government sectors registered positive growth. However, still some sectors are declined on an annual basis. The Company sees improvement in its order position in these industry Segments as well as growth in almost all geographical markets.

On a standalone basis, your Company achieved Total Income of ?11,665.21 Lacs during the year under report as against ? 5,204.45 Lacs during the previous year, representing an increase of 124.14% in the current fiscal year and gross profit for the year could be maintained close to previous year and economics in operational costs resulted in a net profit of ? 29.29 Lacs.

Encouraged by the radical turn around the management proposes to initiate extensive expansion in Business Schools and Technical Educational Institutions in the Eastern India in close-co-ordination with Technical University.

CURRENT PERFORMANCE

The Indian hardware market witnessed a comeback in 2009-2010 with nearly 8.03 million PC units being sold last year, representing a growth of 18% over the previous fiscal. Globally technology spending is expected to further increase once the global economic recovery process gathers speed and discretionary spending levels increase. IT has become an integral part of business operations across industries and is seen by organizations as a primary driver of productivity improvement and business transformation that lead to sustained competitive advantages in the market place.

DIRECTORS

Mr. A. Jain, Directors of the company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

The veteran Mr. B.L.Jain has since been appointed as an additional Director during the year and his term of office is due to expire at the forthcoming Annual General Meeting. Whereas the Company has since received a notice U/s 257 of the Companies Act, 1956 from a member proposing to move a resolution for appointment of Mr. B.L.Jain as a rotational Director of the Company.

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.

FIXED DEPOSITS

The company has neither accepted and / or renewed any fixed deposit from the public during the year nor was their any carried forward balance at the end of year.

AUDITORS & THEIR REPORT :

M/s R.K.Bhatter & Co., Chartered Accountants retires at the conclusion of the forth coming Annual General Meeting and being eligible offers themselves for re-appointment and they have notified that their such appointment will be within the permissible limits under section 224( 1B) of the Companies Act, 1956.

The report of the Auditors and the observations made there-at when read with the notes on Accounts are self explanatory and need no further explanation.

CHANGE OF REGISTERED OFFICE

By an order of the Honable Company Law Board dated 21/05/2010 the situation of Registered Office Clause Noll of the Memorandum of Association has been changed from the state of Delhi to State of West Bengal and accordingly w.e.f 25/05/2010 the registered office of the Company has been shifted from B-1523, Shastri Nagar, New Delhi-110052 to 1 .Ballygunge Park Road, 1st Floor, Kolkata-700019, West Bengal.

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

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as part of the Annual Report along with the Auditors Certificate on its Compliance.

STATUTORY INFORMATION:

(1) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities that are being carried on by your Company, Rule 2A & 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption, respectively are not applicable to your Company. Your company being an IT solution provider provider requires minimal energy consumption and every endeavor avoid wastage and conserve energy as far as possible.

(2) FOREIGN EXCHANGE INCOME AND OUTGO

Current Year Previous Year Foreign Exchange Earned : ? NIL ? NIL

Foreign Exchange Outgo : ? NIL ? NIL

(3) EMPLOYEES PARTICULARS

The company having no employee drawing salaries in excess of ? 24,00,000 p.a. or X 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

The industrial relations during the year, under review remained cordial between the workers and Management. There was a total understanding of the Management objectives by the workers. Your directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

CAUTIONARY STATEMENT :

Statements made in the Report describing the Companys Objectives, Expectations or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the companys operations include economic development, Government actions, risks inherent in the Companys growth strategy and other factors that could cause the actual results to differ materially from those contemplated by the relevant forward looking statements.

APPRECIATION

Your Directors wish to place on record their appreciation of the assistance and co-operation that your Company received from the Government of India, Financial Institutions, Banks, Stakeholders and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of the devotion and commitment of every employee of the company.

For and on behalf of the Board (A. JAIN) (R. Gupta) Date : 28th August, 2010 Director Director

Registered Office : 1,Ballygunge Park Road, 1st Floor, Kolkata-700 019

 
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