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Directors Report of Fintech Communication Ltd.

Mar 31, 2012

TO THE SHAREHOLDERS

The Directors have great pleasure in presenting Annual Report together with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS:

Particulars Year ended Year ended 31.03.2012 31.03.2011 Rs. In Lacs Rs. In Lacs

Sales & Other Income 774.64 889.29

Profit / (Loss) before tax and appropriations 22.20 (0.04)

Profit / (Loss) after tax 22.20 (0.04)

Add : Balance brought forward from previous year (371.72) (370.97)

Adjustment for deferred tax assets (119.13) ( 0.71)

Profit carried forward (468.65) (371.72)

OPERATIONS:

During the year under review, your company has achieved a total income of Rs. 774.64 lacs against Rs. 889.29 lacs in the previous year and earned a profit of Rs. 22.2 lacs as against a net loss of Rs. 0.04 lacs in the previous year. This was due to cost cutting in operations, while market conditions remained competitive and difficult.

DIVIDEND:

In view of inadequate profits, your Board does not recommend any dividend for the year ended March 31, 2012.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the Public during the year within the meaning of section 58A of the Companies Act, 1956 and the rules made thereunder.

BOARD OF DIRECTORS:

As per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. Deepak Kisan Gawade, Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Mr. Aniruddha Dandekar was appointed as an Additional Director during the year, necessary resolution for his regularization is placed before the Board.

During the year Ms. Nivedita Sen resigned from the directorship due to her personal reasons. Your board appreciates for the services rendered by her during the tenure of directorship.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012.

3. Proper and sufficient care has been taken 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.

4. The annual accounts have been prepared on a going concern basis.

DEPOSITORY SERVICES:

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No.INE815B01011, the Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE:

Your Company continued to practice good governance as set out by the Securities and Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report as per Annexure B.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

AUDITORS:

M/s. S M Bhat & Associates, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re- appointment and have expressed their willingness to act as auditors, if re- appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2013 as set out in the Notice convening the Meeting.

AUDITORS'' OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments.

SECRETARIAL COMPLIANCE REPORT:

As required under the amended provisions of the Companies Act, 1956, the Company is required to obtain Secretarial Compliance Certificate from a Practicing Company Secretary. The same is enclosed and form part of this report.

AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement and Corporate Governance the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. Sunil Shah, Mr. Aniruddha Dandekar and Mr.Deepak Gawade as members. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company came within the purview of the information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended.

LISTING:

The Company has listed its Equity Shares on BSE Limited, Mumbai.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules 1988 are given in Annexure "A" to this report.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company''s shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board

100, M V Bhuta Compound, For Fintech Communication Ltd

Mogra Road, Andheri E, Mumbai 400069

August 13, 2012. Sd/-

Sunil Shah

Chairman


Mar 31, 2010

The Directors have pleasure in presenting their report on the operations of the Company for the year ending 31st March 2010.

Financial Results Current Year Previous Year (Rs. in Lacs) (Rs. in Lacs)

Sales and other Income 1376.97 1008.93

Profit / (loss) before charging dep. 2.62 4.63

Depreciation 0.32 0.49

Net operational profit/(loss) 2.30 4.14

Provision for tax 0.36 0.04

Less: Differed tax credit (48.85) 1.59

Balance profit/(loss) (46.90) 5.68

Balance brought forward (324.06) (329.75)

Profit/ (Loss) carried to balance sheet (370.96) (324.06)

Dividend:

In view of the marginal profit earned during the year, your directors have not recommended any dividend for the year under review.

Turnover and Profits and Operations:

Turnover for the year, under review, amounted to Rs.1373.37 Lac (previous year Rs. 1008.93 Lac). The net profit for the year is Rs. 2.30 Lac (previous year loss of Rs. 4.14 Lac).

Directors:

Mr. Sunil D Shah retire by rotation in accordance with the Articles of Association of the Company at the forthcoming Annual General Meeting, and being eligible, offer himself for re-appointment

Auditors:

The Auditors M/s. S. M. Bhat & Associates., Chartered Accountants, are holding their office as the Auditors of the Company till the conclusion of the ensuing Annual General Meeting. M/s. S. M. Bhat and Associates, Chartered Accountants, have expressed their consent to continue as Statutory Auditors of the Company and your Board recommends their appointment.

Deposits

The company has not invited or accepted any deposits from the public under the non- banking financial companies, Reserve bank of India directions, 1977.

Particulars of Employees:

As required under Sub Section 2A of Section 217 of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and as amended from time to time, the particulars of such employees are not applicable to the Company.

Conversion of energy and technology absorption

The particulars under the companies (Disclosure of Particulars in the report of Board of directors) Rules, 1988 on conservation of energy and technology absorption are not applicable.

Foreign Exchange Earnings & Outgo

There is no outflow/inflow of foreign exchange

Corporate governance

The company has complied with the requirements regarding corporate governance as the required under clause 49 of the listing agreement entered in to the stock exchange where the company''s shares are listed. A report of the corporate governance in this regard is made a part of this annual report and a certificate from the auditors of the companies regarding the compliance of the conditions of the corporate governance is attached to this report.

Director''s Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. The accounting policies selected have been consistently applied and the accounting for the period under review gives a true and fair view of the state of affairs of the Company.

3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company.

4. The accounts have been prepared on a going-concern basis.

Audit Committee

The company has duly constituted audit committee under section 292A of the companies act, 1956.

Acknowledgement:

The Directors wish to take this opportunity to thank all the employees of the Company as also various other Government Agencies for their continuous contribution towards the growth of the organisation.

By order of the Board of Directors

For Fintech Communication Limited

Chairman

Place: Mumbai

Date : 30-08-2010


Mar 31, 2009

The Directors have pleasure in presenting their report on the operations of the Company for the year ending 31st March 2009.

Financial Results Current Year Previous Year (Rs. in Lacs) (Rs. in Lacs)

Sales and other Income 1008.93 278.79

Profit / (loss) before charging dep. 4.63 ( 1.09)

Depreciation 0.49 0.00

Net operational profit/(loss) 4.14 (1.09)

Provision for tax 0.04 0.03

Less: Differed tax credit 1.59 0.37

Balance profit/(loss) 5.68 (0.75)

Balance brought forward (329.75) (329.00)

Profit/ (Loss) carried to balance sheet (324.06) (329.75)

Dividend:

In view of the marginal profit earned during the year, your directors have not recommended any dividend for the year under review.

Turnover and Profits and Operations:

Turnover for the year, under review, amounted to Rs.1008.93 Lac (previous year Rs. 278.79 Lac). The net profit for the year is Rs. 4.14 Lac (previous year loss of Rs. 1.09 Lac).

Directors:

Mr. Sunil D Shah retire by rotation in accordance with the Articles of Association of the Company at the forthcoming Annual General Meeting, and being eligible, offer himself for re-appointment

Auditors:

The Auditors M/s. S. M. Bhat & Associates., Chartered Accountants, are holding their office as the Auditors of the Company till the conclusion of the ensuing Annual General Meeting. M/s. S. M. Bhat and Associates, Chartered Accountants, have expressed their consent to continue as Statutory Auditors of the Company and your Board recommends their appointment.

Deposits

The company has not invited or accepted any deposits from the public under the non- banking financial companies, Reserve bank of India directions, 1977.

Particulars of Employees:

As required under Sub Section 2A of Section 217 of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and as amended from time to time, the particulars of such employees are not applicable to the Company.

Conversion of energy and technology absorption

The particulars under the companies (Disclosure of Particulars in the report of Board of directors) Rules, 1988 on conservation of energy and technology absorption are not applicable.

Foreign Exchange Earnings & Outgo

There is no outflow/inflow of foreign exchange

Corporate governance

The company has complied with the requirements regarding corporate governance as the required under clause 49 of the listing agreement entered in to the stock exchange where the company''s shares are listed. A report of the corporate governance in this regard is made a part of this annual report and a certificate from the auditors of the companies regarding the compliance of the conditions of the corporate governance is attached to this report.

Director''s Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. The accounting policies selected have been consistently applied and the accounting for the period under review gives a true and fair view of the state of affairs of the Company.

3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company.

4. The accounts have been prepared on a going-concern basis.

Audit Committee

The company has duly constituted audit committee under section 292A of the companies act, 1956.

Acknowledgement:

The Directors wish to take this opportunity to thank all the employees of the Company as also various other Government Agencies for their continuous contribution towards the growth of the organisation.

By order of the Board of Directors

For Fintech Communication Limited

Chairman

Place: Mumbai

Date : 04-09-2009

 
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