Directors Report of G-Tech Info-Training Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present their 20th Annual Report on the operations of the Company and the Audited Statement of Accounts for the Year ended 31st March 2014.

Financial Results:

Particulars 2013-2014 2012-2013

Sales/ Income from Operations 803,560 782,000

Other Income - 23,000

Total Income 803,560 805,000

Less: Total Expenses 773,639 817,109

Extra- Ordinary Items -

Profit/ (Loss) after Extra- Ordinary 29,921 (12,109)

Items but before Tax & Depreciation

Less: Tax 21,030

Profit/ Loss after Tax 29,921 (33,139)

EPS (Basic) 0.009 (0.00)

EPS (Diluted) 0.009 (0.00)

Reduction of Share Capital :

Pursuant to order dated 29th November, 2013 of Hon"ble High Court of Bombay the share capital of the company is reduced from Rs.10,00,00,000/- (Rupees Ten Crores only) consisting of 10,00,00,000 (Ten Crores) Equity Shares of Re. 1/- (Rupee One only) fully paid up to Rs. 35,00,000/- (Rupees Thirty Five Lakhs only) consisting of 35,00,000 (Thirty Five lakhs) Equity Shares of Re. 1/- (Rupee One only) fully paid up.

In compliance with requirements of the Companies Act, 1956, the Company has filed E-form 21 with the Registrar of Companies (ROC), Mumbai on January 04, 2014 and same was approved by ROC.

Further, in accordance with the requirements of the Listing agreement entered with BSE Limited, the companies vide its letter dated 10th February, 2014, in consultation with the exchange, fixed 20th February, 2014 as the Record Date to give effect to the said reduction. Consequently, the trading in shares of the company was suspended due to procedural reasons.

Thereafter, we had filed the listing application on February 28, 2014 with BSE Limited for listing of 35,00,000(Thirty Five lakhs)Equity Shares of Re.1/-(Rupee One only) each fully paid up. However approval for the same is awaited from the Exchange.

Operational Review:

It is encouraging to state that the year under review was one of the few progressive years for the Company as it was in a position to stream down its expenses to the tune of Rs.773,639 as compared to Rs.817,109, thereby registering an overall reduction of about 5.32%. This toddler achievement has motivated the Management and it is hopeful of better performance in the years to come.

Future Outlook:

The Coming decade will be complex, volatile and uncertain, but it will also bring many new opportunities for businesses and their customers in the India and abroad.

Growing niche market opportunities, lower equipment costs and better technology, it will be easier than ever to launch a business without a big investment. This means more innovation, as new ideas can be tested without much risk - and startup companies will proliferate.

Although there is intense competition in the domestic market, with the implementation of the above mentioned backward integration projects, your company''s profitability will improve during the FY 2014-15, barring unforeseen circumstances.

Dividend:

In view of the losses, the Directors of your Company regret their inability to recommend any dividend for the year under consideration.

Changes in Capital Structure:

The share capital of the company is reduced from Rs. 10,00,00,000/- (Rupees Ten Crores only) consisting of 10,00,00,000 (Ten Crores) Equity Shares of Re. 1/- (Rupee One only) fully paid up to Rs. 35,00,000/- (Rupees Thirty Five Lakhs only) consisting of 35,00,000 (Thirty Five lakhs) Equity Shares of Re. 1/- (Rupee One only) fully paid up.

Changes in Directorship

In accordance with the provisions of Section 152 of the Companies Act, 2013 and other applicable provisions and regulations for time being in force, Mr. Deepak Jambodaker, Directors of your Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As per Section 149(4) of the Companies Act, 2013 (Act) which came into effect from April 1, 2014, every listed public company is required to have at least one- third of the total number of directors as Independent Directors. In accordance with the provisions of Section 149 of the Act and the Listing Agreement, Mr. Rajesh Dinkar Jadhav, and Mr. Ganesh Budbadkar are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

Mr.Sangramkumar Das appointed as Managing Director of the Company as per the provisions of Companies Act, 2013 and other applicable laws subject to members approval at the Annual General Meeting to be held on 29th September, 2014.

Further Mr. Kanubhai Patel , Mr. Vipul Shah & Mr .Shashikant Pawar resigns from Board of the Company on 4th September,2014 respectively. The Board wishes to place on record their appreciation for the services rendered by them as the Directors of the Company.

Auditors:

The Statutory Auditors of the Company, M/s. Agarwal Desai & Shah has merged with Verma Mehta & Associates, Chartered Accountants with effect from 17th December, 2013 .Thus Verma Mehta & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility for re- appointment in terms of Section 139,141 and 142 of the Companies Act, 2013 subject to member''s approval.

Internal Audit:

The company has internal control system consisting of specific policies and procedures designed to provide management with reasonable assurance that the goals and objectives of the company can be met.

Directors'' Responsibility Statement:

Based on the representations received from the operating management and pursuant to the provisions of Section 217(AA) of the Companies Act, 1956, your Directors confirm that:

In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

The Directors, have 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 31st March,2014 and of the profit of the Company for year ended on that date;

They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records, safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities;

The Directors have prepared the Annual Accounts on a going concern basis.

The Directors have laid down proper internal control system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Social Responsibility:

Your Company believes that success of the business and society goes hand in hand and thus every possible effort is undertaken to ensure that the Company continues to invest in the development and welfare of the Community and Society as a whole.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

In view of the nature of the activities which are being carried on by the Company, Rules 2A & 2B of the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

During the year under review, neither the Company had any Foreign Exchange Earnings nor did it spend any foreign exchange on any account.

Fixed Deposits:

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

Listing:

The Company''s Equity shares are listed on the Bombay Stock Exchange Limited (BSE LIMITED)

Management Discussion and Analysis:

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

Corporate Governance:

Corporate Governance is managing, monitoring and overseeing various corporate systems in such a manner that corporate reliability, reputation are not put at stake. The long term performance of a corporate is judged by a wide constituency of stakeholders. Our Company puts in every effort to maintain quality relationship with its every stakeholders.

A detailed report on the Corporate Governance Code and practices of the Company along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement are given in a separate section in this Annual Report.

Employees:

The Company respects the interests and contribution of its employees. Its take measures to protect the rights of its employees and also provides training and development of necessary skills for career advancement on an equal and non discriminatory basis. Its offers speedy redressal of grievances of its employees.

During the year under review there were no employees drawing a salary exceeding the limits specified under Section 217 (2A) of the Companies Act, 1956.

Acknowledgements and Appreciation:

The Board of Directors of the company are fully aware of its current and upcoming activities which can be undertaken only with the consistent support of its all investors, employees, customers, vendors, bankers, financial institutions, service providers, regulatory and government authorities and stock exchanges in order to reach new horizons. Its provides great encouragement to the company to work with more zeal , efficiently and efficiency.

By the Order of the Board Sd/-

Place : Mumbai Sangramkumar Das

Date : 4th September, 2014 DIN: 05235448

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Mar 31, 2011

To The Members G- Tech Info- Training Limited

The Directors have a pleasure in submitting their 17th Annual Report on the Business and Operations of the Company along with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March, 2011.

- PERFORMANCE HIGHLIGHTS:

Particulars 2010-11 2009-10

Sales/ Income from Operations 8,57,750 11,20,000

Other Income 2,13,181 6,40,400

Total Income 10,70,931 17,60,400

Expenses 10,11,748 16,80,277

Profit before Tax & Depreciation 59,183 80,123

Less: Tax 17,755 -

Profit after Tax 41,428 80,123

EPS (Basic) 0.000 0.001

EPS (Diluted) 0.000 0.001

- REVIEW OF FINANCIALS AND FUTURE OUTLOOK

- Overview of the Economy

The Indian Economy has emerged with an astonishing rapidity from the slowdown caused by the global financial crisis of2007- 09. The growth in the Industrial sector was buoyant during the first two quarters of the financial year under review and thereafter it begun at a moderate rate.

However this recovery in the growth was also accompanied with the malice of high double digit inflation which added to the Company's expenditures and put to stake their survival amidst the fierce competition facing the industries.

- Overview of Company's Financials

Education is the most crucial investment and an essential element in human resource development. It has always been accorded an honoured place in every economy and implies the ability of the people to read, write and understand. It has the fundamental aspects of imparting knowledge, wisdom and culture. It helps in drawing out the latent potentials and talents of an individual.

Also Indian information Technology (IT) and IT enabled Services (ITES) sectors have seen stupendous growth during the last decade. The IT industry, as a whole, has placed India on the world map as a major knowledge-based economy and outsourcing hub. Business Process Outsourcing (BPO) segment, which is an industry in itself, has played a vital part in fuelling economic growth. The Industry not only influences people's lives through an active direct and indirect contribution to the various socio-economic parameters such as employment, standard of living and diversity, but also has played a significant role in transforming India's image to a land of innovative entrepreneurs and a global player in providing world class technology solutions and business services.

Thus considering the need and importance and the value- addition made by Education and IT enabled services to the Indian economy your Company remains buoyant on the necessity for these sectors.

Your Company has performed exceptionally well during the year under review. Although the Top line of your Company has shrinked by 23% as compared to the previous financial year it has achieved a significant success in squeezing out the unnecessary expenditures by 40% as compared to the preceding financial year.

Further, in this taxing times wherein the Companies are skirmishing for their survival, your directors are delighted to see the handsome growth in the margins of your Company which augmented by 0.97% as compared to the preceding ear.

- Future Outlook

Considering the remarkable success achieved by your Company in squeezing out its expenditures, your directors are buoyant that it would be in a position to yield higher revenues in the years to come.

- DIVIDEND:

Keeping in view the Company's need for Capital for its various growth plans and the with the intent to finance such plans through internal accruals to the maximum, your Directors are of the opinion that it is prudent that no dividend be declared for the year under review.

- AUDIT COMMITTEE:

The Company has an Audit Committee duly constituted as per the provisions of Sec 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement and the said Committee has also complied with all the Legal and Statutory requirements.

It is further stated that the Board of Directors of the Company have accepted all the recommendations of the Audit Committee. Where they are not accepted the reasons for non- acceptance is communicated to the members of the Committee

- SECRETARIAL AUDITREPORT:

As a measure of Good Corporate Governance practice, the Board of Directors of the Company has obtained a Certificate from Practicing Company Secretary on the basis of Secretarial Audit of the Company. This is to certify that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

- PUBLIC DEPOSITS:

During the year under review, your Company has not invited or accepted any deposits from the public pursuant to the provisions of Section 58A of the Companies Act, 1956; and therefore, no amount of principal or interest was outstanding in respect of deposits.

- DIRECTORS

The Board consists of a combination of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Your directors place on record their appreciation for the valuable services rendered by them in their capacity of the directors of the Company.

Mr. Shekhar Kumar Suryavanshi and Mr. Vipul Shantilal Shah retire by Rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

Your Directors deem it a privilege to have them continued association on the Board of the Company and express their great appreciation for the valuable services rendered by him during his tenure in the office.

- AUDITORS/ AUDITORS REPORT:

Your Company's Auditors, M/s. AGGARWAL DESAI AND ASSOCIATES, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company is in receipt of a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The directors recommend you the re-appointment of M/s. AGGARWAL DESAI AND ASSOCIATES and to fix their remuneration.

Your Directors request you to appoint Auditors for the current financial year and fix their remuneration.

The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 217 of the Companies Act 1956.

- DISCLOSURE OF CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY:

The present Capital structure of the Company comprises of Rs. 10,00,00,000 divided 10,00,00,000 fully paid Equity Shares of Re. 1/- each.

During the year under review the there were no changes in the capital structure of the Company

- MANAGEMENT DISCUSSION AND ANALYSIS:

Management 's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

- CEO/ CFO/ CHAIRMAN'S CERTIFICA TION:

A declaration of the Code of Conduct as required under clause 49 by the Chief Executive Officer/ Chairman is furnished in other part of the report.

- CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms a part of this report.

The Statutory Auditors of the Company have examined the Company's compliance and have certified the same as required under the Listing Agreement

- COMPLIANCE CERTIFICATE:

A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report along with report on Corporate Governance.

- LISTING:

As stipulated under Clause 32 of the Listing Agreement, the names and addresses of Stock Exchange on which the Company's equity shares are listed are:

1. Bombay Stock Exchange.

2. Ahmedabad Stock Exchange

- INTERNAL CONTROL SYSTEM:

The Company has a sound internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The internal control systems are further supplemented by periodical reviews by the management. Also the Audit Committee addresses significant issues raised by both, the Internal Auditors and the Statutory Auditors.

- DIRECTORS' RESPONSIBILITY STA TEMENT:

As required under section 217(2AA) of the Companies Act, 1956 we hereby state that:

a) the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have 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 31 March 2009 and its profit for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a going concern basis.

- DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIAL YEAR ENDED 31ST MARCH, 2011

There has not been any material change in the nature of business or operations of the Company since the end of the financial year ended 31st March, 2011 till the date of this Annual Report.

- HUMAN RESOURCE DEVEL OPMENT:

Your Company continues to focus on Human Resource Development for remaining at the cutting edge in a rapidly changing globally competitive Business Environment. A series of innovative HR initiatives have been launched towards creation of a working environment in which every employee, irrespective of his level can contribute his/ her best.

Planned change interventions leading to productivity improvements, grooming our managers by sharpening their skills continually and providing them with challenges and opportunities to exhibit their talent are increasingly in vogue at your company.

Your Directors express their deep appreciation for the unrelated co-operation and support rendered by the Employees at all levels of the Company. Your Directors wish to lay emphasis on safe working culture in the organization and urge all the employees to not only follow safety standards but also to excel in all safety parameters.

- CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that the success of any organization depends upon its contribution to the Society and therefore it is imperative for the Organizations to invest a part of their earnings in the social-building activities.

At G- Tech, sustainability integrates economic progress, social responsibility and environmental concerns with an objective of improving the quality of life for all the stakeholders, now and in the generations to come. The Company views, it as an opportunity to make a difference and remain committed to the issues of resource conservation, energy efficiency, environment protection and enrichment and development of local communities in and around its area of operations. It is one of the integral objectives of the Company. In its drive towards a clean environment, the Company is also trying to set standards in the development and implementation of advanced eco- friendly technologies.

- SUBSIDIARY:

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus furnishing of the statement pursuant to the provisions of Section 212 of the Companies Act, 1956 is not required.

- CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy and Technology Absorption is not given as the Company does not fall under the category mentioned in the abovementioned rules.

- PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and no other provision of the aforesaid section are applicable to the Company for the financial year under review.

- ACKNOWLEDGEMENTS:

Your Directors wish to place on record the splendid support received for the valuable services and co-operation extended by the Bankers and also the contribution, unstinted efforts and the spirit of dedication shown by them in the operations of the Company during the year.

Your Directors also place on record their appreciation of all the employees, consultants and others for their untiring efforts and collective contribution towards the performance of the Company.

REGD. OFFICE: BY ORDER OF THE BOARD

Ground Floor , No.003,

Shraddha Tower, Shanti Park, sd/-

Mira Road (E), Kanubhai Patel

Thane-401107. Chairman

PLACE: Thane.

DATE: 1st September, 2011.

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Mar 31, 2009

The Directors have pleasure in presenting their 15th ANNUAL REPORT along with the audited annual accounts for the year ended on 31ST MARCH, 2009, AND REPORT THAT: -

FINANCIAL RESULTS

A summary of your Companys Financial Performance is given below: -

(Amount in Lakhs)

PARTICULARS 2008-2009 2007-2008

Sales & Other Income 22.58 33.20

Profit Before Tax (PBT) 0.58 2.23

Profit After Tax (PAT) 0.58 2.20

Add :-Balance brought forward from the previous year (613.22) (615.42)

Balance Carried to Balance Sheet (612.65) (613.22)

DIVIDEND

In view of Accumulated losses incurred by the company your director does not recommend any dividend.

CORPORATE GOVERNANCE

In order to enhance customer satisfaction and shareholder value the company has been starving for excellence by bench marking its corporate governance practices with global norms. The corporate governance practices followed by the company are enclosed as annexure to this report. A certificate from statutory auditors of the company regarding compliance of condition of corporate governance stipulated by exchange is enclosed to this report.

BOARD OF DIRECTORS

1. Kanubhai Pragjibhai Patel, Director retires by rotation at the forthcoming annual General Meeting and being eligible offer himself for reappointment

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 217(l)(a) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given as below :-

1. During the whole of the financial year the manufacturing activities were suspended hence there was no energy consumption. However, the Company is getting the manufacturing done from outside party on job work basis as and when it is required to do so.

2. No technology has been availed during the year.

3. The total exports for the year 2008-2009 amounting to Rs. Nil

Total Foreign Exchange Earned :- US$ NIL

Total Foreign Exchange outgo were :- US$ NIL

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) which was introduced by the Companies (Amendment) Act, 2000 your Directors confirm that:

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

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2009 and of the profit of the Company for the year ended 31st March, 2009.

iii) 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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of section 58A from the public under the Companies Act, 1956, and the rules made there under.

PARTICULARS OF EMPLOYEES

The information required u/s. 217(2A) of the Companies Act, 1956, with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, as the Company has not employed any employees whose salary exceeds the prescribed limits.

PARTICULARS OF SUBSIDIARY COMPANY

A statement pursuant to section 212 of Companies Act, 1956 giving particulars of G-Tech Info Training Ltds subsidiary Company annexed hereto as part of this report. The details statement of account of subsidiary company is available at the registered office of the Company.

AUDITORS

M/s. Agarwal Desai & Shah, Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a Certificate from the Auditors that they are qualified under Section 224(1B) of the Companies Act, 1956, if re- appointed, to act as the Auditors of the Company. Members are requested to consider their re-appointment at a remuneration to be decided by the Board of Directors.

AUDITORS REPORT

Observations made in the Auditors Report are self explanatory and therefore do not call for any further comments under section 217(3) of the Companies Act, 1956.

APPRICIATION

Your Directors wish to place on record their appreciation and acknowledgement with gratitudes for the support and assistance to the Companys Bankers, Shareholders and Customers.

Your Directors place on record their deep sense of appreciation for the devoted services of the executives and staff at all levels of the Company.

REGD. OFFICE : BY ORDER OF THE BOARD

Ground Floor, No.003,

Shraddha Tower, shanty Park

Mira Road (e)

Thane-401107 CHAIRMAN & MANAGING DIRECTOR

PLACE:- MUMBAI

DATE :- 01.09.2009