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Directors Report of IO System Ltd.

Mar 31, 2015

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the 27th Annual Report together with the Audited Statement of Accounts of IO SYSTEM LIMITED ("the Company") for the year ended March 31, 2015.

Financial Performance

The summarized results of your Company are given in the table below.

(Amount in Rs.)

PARTICULARS 31.03.2015 31.03.2014

Total Income 23,877 5,847

Profit/(loss) before Interest, Depreciation & Tax (EBITDA) (52,05,511) (52,53,969)

Finance Charges 28,34,280 30,11,956

Depreciation 24,399 9,551

Net Profit/(Loss) After Tax (52,29,910) (52,63,520)

Profit/(Loss) brought forward from previous year (19,59,82,038) (19,07,18,518)

Profit/(Loss) carried to Balance Sheet (20,12,11,948) (19,59,82,038)

*previous year figures have been regrouped/rearranged wherever necessary.

Summary of Operations

During the year under review, your company only earned through other income which stood at 23,877/- as compared to that of Rs.5,847/-. The Company incurred a loss of Rs.52.30 lacs during the year as compared to a loss of Rs.52.63 lacs during the the previous year.

Business Review/State of the company's affairs

During the year under review, the Company did not carry on any business. This was mainly due to the fact that the Company has been incurring losses for the past many years and is yet to overcome the same.

However, considering the opportunities now available in the industry your company has been operating, viz., office automation industry, your Directors are optimistic that the Company is expected to do better in the years to come.

Dividend

In view of the losses incurred during the year and also in view of the losses incurred in previous years, your Directors do not recommend any dividend.

Subsidiary(ies), Associate(s), Joint Venture(s)

The Company does not have any subsidiary(ies), associate(s), joint venture(s). However, the Company continues to be the subsidiary of Smart Entertainment Private Limited.

Directors' Responsibility Statement

Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Capital/ Finance

During the year under review, there was no enhancement or reduction in capital of the Company. As on 31st March, 2015, the capital break up of the Company is as under :

1. Authorized Capital : Rs. 25,00,00,000/-, divided into 2,00,00,000 Equity Shares of Rs.10/- each and 5,00,000 Preference Shares of Rs.100/- each.

2. Issued, subscribed and fully paid up share capital : Rs. 16,90,00,000/-, divided into 1,69,00,000 Equity shares of Rs.10/- each.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from April 1, 2014, Mr. Ramesh Chandra Agarwal and Mr. Satish Kumar Gupta, were appointed as independent directors at the annual general meeting of the Company held on September 29, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Also pursuant to the provisions of Section 149(1) of the Act, Ms. Gunjan Arora was appointed as a non-executive woman Director of the Company. The resolutions seeking approval of the Members for the appointment of Ms. Gunjan Arora have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about her. The Company has received a notice under Section 160 of the Act along with requisite deposit proposing the appointment of Ms. Gunjan Arora.

Mr. Arun Seth continues to be on Board as a Non-Independent Director and is liable to retire by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Dinkar Sharma continues to be the Company Secretary and compliance officer of the company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Gopal Singh Negi was appointed as Chief Executive Officer (CEO) of the Company with effect from 1st June, 2015. Mr. Rakesh Kumar Bhatnagar was appointed as Chief Financial Officer (CFO) of the Company with effect from 1st March, 2015.

During the year Mr. Ravi Garg and Mr. Munish Garg were appointed as CEO and CFO of the Company, respectively, with effect from 14th August, 2014. However, Mr. Munish Garg resigned from the Office of CFO with effect from 29th September, 2014 and Mr. Ravi Garg resigned from the office of CEO with effect from 15th December, 2014.

Number of Meetings of the Board

Four meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, held on 31st March, 2015, performance of non-independent directors, performance of the board as a whole was evaluated, taking into account the views of all the directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Policy on Directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

Internal Financial Control Systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis which forms part of this report.

Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Statutory Auditors

The current Statutory Auditors of the Company, M/s Gupta Garg & Agrawal, Chartered Accountants, retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The audit committee has recommended their appointment.

Internal Auditors

The Company had appointed M/s. RBAS & Associates, Chartered Accountants, Delhi, as Internal Auditors of the Company for the financial year 2014-15.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s S K Batra & Associates, Company Secretaries, New Delhi, to conduct the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed to this report.

Material Change

There is no material change or commitments after the closure of the financial year.

Auditors' Report and Secretarial Auditors' Report

The Auditors' Report and Secretarial Auditors' Report (which form part of this annual report) are self explanatory and do not contain any qualifications, reservations or adverse remarks. However, as observed by the Statutory Auditors and Secretarial Auditors, the company has incurred losses over the last few years and as a result the entire capital of the company has been eroded. Also, the company incurred cash loss of Rs. 52.06 lacs during the year as against cahs loss of Rs. 52.54 lacs during the previous year. Presently the company is not carrying on any business activity since last few years due to recession and other factors and your Director are exploring the opportunities to revive the company.

Risk Management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Transactions with related parties

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.

Corporate Social Responsibility (CSR) Policy

The provisions regarding formation / constitution of CSR Committee prescribed under Section 135 of the Companies Act, 2013 are not applicable to the Company and once the said provisions become applicable to the Company, the Board of Directors of the Company shall accordingly constitute / form a CSR Committee

Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure II in the prescribed Form MGT- 9, which forms part of this report.

Cash Flow Statment

In conformity with the provisions of Clause 32 of the listing agreement cash flow statement for the year ended 31st March, 2015 is attached.

Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. No employee was paid remuneration in excess of Rs.5 Lacs per month or Rs.60 lacs per annum during 2014-15 and hence there is no disclosure requirement as per Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

B. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year: This is NIL as none of the Directors of the Company has received any remuneration from the Company except for a sitting fee for independent Directors.

C. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Name of the Employee* Designation Remuneration for FY Remuneration for FY % change 2014-15 2013-14

Gopal Singh Negi CEO N/a since he was appointed w.e.f. 1st June, 2015 N/a

Rakesh Kumar Bhatnagar CFO 46,220 Nil (appointed w.e.f N/a 1.3.2015)

Dinkar Sharma Company Secretary 9,93,600 9,93,600 No Change

*No remuneration was paid to any of the Directors of the Company during the Financial Year 2014-15 except for the sitting fee paid to independent Directors.

D. Number of Permanent Employees on roll of the Company : There were two employees on the rolls of the Company as on 31st March, 2015. However, as on the date of this report, there are three employees on the rolls of the Company.

E. The explanation on the relationship between average increase in remuneration and Company performance:

Since there has been no increase in the remuneration and the Company did not carry on any operations during the year, the comparison is not feasible.

F. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Since the Company did not carry on any operations during the year, such comparison is not feasible.

G. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31, 2015 March 31, 2014 % Change

Market Capitalization 4.95 Crores 4.08 Crores 0.09

Price Earning (PE) Ratio*

* Since the Company incurred losses in these years, the P/E ratio cannot be computed and compared.

H. Percentage increase / decrease in market quotations of the shares of the Company in comparison with the last public offer: Not applicable as the last public offer was made more than 2 decades back and the data would be incomparable.

I. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year - Nil as Company does not have any employee except Key Managerial Personnel.

J. Percentage increase in the managerial remuneration - Not applicable as there was no increase in remuneration.

K. Comparison of the above and justification thereof - Not Comparable

L. Point out if there is any exceptional circumstances for increase in the managerial remuneration - None M. Key parameters for any variable component of remuneration availed by the Directors - Not Applicable as no remuneration was paid to any of the Director.

N. Ratio of remuneration of the highest paid director of that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable as no remuneration was paid to any of the Director.

O. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (www. iosystem.co.in).

Policy on dealing with related party transactions is available on the website of the Company (www.iosystem.co.in).

Vigil Mechanism

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (www.iosystem.co.in).

Significant and Material Order passed against the Company

There is no significant and material order passed against the company by any regulator or court or tribunal impacting the going concern status and company's operations in future.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy Since there is no manufacturing activity

(ii) the steps taken by the company for utilizing alternate sources of in the Company, therefore, there is no energy scope for energy consumption and its

(iii) the capital investment on energy conservation equipments conservation.

(b) Technology absorption

(i) the efforts made towards technology absorption Nil

(ii) the benefits derived like product improvement, cost reduction, Nil

product development or import substitution (iii) in case of imported technology (imported during the last three No such technology was used by the years reckoned from the beginning of the financial year)- Company during the year.

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development Nil

(c) Foreign exchange earnings and Outgo : There was no foreign exchange earning or outgo during the year.

Appreciation

The Company expresses its appreciation for the continued co-operation of the Statutory Authorities both State and Central, Banks & Financial Institutions. Your Company also wishes to thank all employees for their contribution and support throughout the year.

For and on Behalf of the Board of Directors,

For IO System Limited,

Place : Noida

Date : 14th August, 2015 Gunjan Arora Arun Seth Director Director

DIN:07134573 DIN:00007895


Mar 31, 2014

Dear members,

The Board of Directors of your Company have pleasure in placing before the Members the 26th Annual Report together with the audited Statement of Accounts of the Company for the financial year ended on March 31, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year Ended Year Ended March 31, 2014 March 31, 2013

Sales and other Income Nil Nil (Net of Excise Duty)

Profit / (Loss) before (52,53,969) (41,96,391) Depreciation & Interest

Less: Depreciation 9,551 7,896

Profit / (Loss) for the year (52,63,520) (42,04,287) before Taxation

Profit / (Loss) for the year (52,63,520) (42,04,287) after Taxation

Balance brought forward from (19,07,18,518) (18,65,14,231) previous year

Profit / (Loss) at the end of (19,59,82,038) (19,07,18,518) the year

OPERATING RESULTS

During the year under review, your Company incurred a loss of 52.63 lakhs during the year under review. Your Directors are of the view that the Company is expected to do better in the years to come.

DIVIDEND

Your Directors do not recommend any dividend for the year under review in view of the losses incurred in the previous financial years.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit during the period under review within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Pursuant to the provisions of the Companies Act the term of Mr. Arun Seth, as a Director of the Company, is going to expire at the ensuing Annual General Meeting due to retirement by rotation. Board recommends his re-appointment. However, Mr. Arun Seth, who was also the Manager of the Company, has resigned from the office of the Manager of the Company with effect from 14th August, 2014.

Shri Ramesh Chandra Agarwal and Shri Satish Kumar Gupta, are holding office as Independent Directors of the Company and in accordance with the provisions of the Companies Act, 2013, they are being reappointed as Independent Directors of the Company with effect from 29th September, 2014 to hold office for a term of five years, i.e., upto 28th September, 2019.

There was no other change in the Directorship of the Company during the year under review.

SUBSIDIARIES

The Company does not have any subsidiary company(ies).

AUDITORS

M/s Gupta Garg & Agrawal, 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 notice from them stating that if appointed; their appointment will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

INTERNAL AUDITORS

The Board of Directors in their meeting held on 14th August, 2014 have appointed M/s RBAS & Associates, Chartered Accountants, as the Internal Auditors of the Company for the year 2014-15.

CHIEF FINANCIAL OFFICER (CFO)

The Board of Directors of the Company in its meeting held on 14th August, 2014 has appointed Mr. Munish Garg, as the Chief Financial Officer (CFO) of the Company and designated him as the Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

CHIEF EXECUTIVE OFFICER (CEO)

The Board of Directors of the Company in its meeting held on 14th August, 2014 has appointed Mr. Ravi Garg, as the Chief Executive Officer (CEO) of the Company and designated him as the Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

AUDITORS'' REPORT

The observations made in the Auditors'' Report and Notes on Accounts are self- explanatory and do not require any explanation from the Directors.

LISTING AT STOCK EXCHANGE(s)

The Company continues to be listed at Mumbai, Delhi and U.P. Stock Exchanges. The Company also has obtained ISIN for trading in its securities in Demat Form through NSDL and CDSL. The shareholders are advised to take advantage of the said facility.

Since the shares of the Company continue to be listed at Bombay Stock Exchange having nationwide terminals, the Board of Directors in its meeting held on14th August, 2014 has resolved to delist the shares of the Company from U.P and Delhi Stock Exchanges.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The Company is committed to follow the standards of good Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange(s), the Report on Management Discussion & Analysis, Corporate Governance as well as the Auditor''s Certificate regarding Compliance of conditions of Corporate Governance forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to 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 annual accounts for the period ended on March 31, 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 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 period and of the Profit or Loss of the Company for the period 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 annual accounts for the period ended March 31, 2014 on a ''going concern'' basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 in respect of energy conservation, technology absorption and foreign exchange earnings and outgo are given in Annexure - A and forms part of this Report.

PERSONNEL

There is no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to the Central Government, various State Governments and the Company''s Bankers for all the help and encouragement they extended to the Company. Your Directors would also like to acknowledge the continuous trust and confidence that the Customers and Shareholders have placed in this Company. Your Directors also place on record deep sense of appreciation for the services rendered by the officers and staff of the Company at all levels and for their dedication and loyalty.

For and on Behalf of the Board of Directors, For IO System Limited,

Place : Noida Date: 14th August, 2014 Arun Seth Chairman (DIN: 00007895)


Mar 31, 2013

The Members, I0 System Limited.

The Board of Directors of your Company have pleasure in placing before the Members the 24th Annual Report together with the audited Statement of Accounts of the Company for the financial year ended on March 31, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Year Ended Year Ended March 31, 2013 March 31, 2012

Sales and other Income (Net of Excise Duty) Nil Nil

Profit / (Loss) before Depreciation & Interest (41,96,391) (35,26,199)

Less: Depreciation 7,896 4,593

Profit / (Loss) for the year before Taxation (42,04,287) (35,30,792)

Profit / (Loss) for the year after Taxation (42,04,287) (35,30,792)

Balance brought forward from previous year (18,65,14,231) (18,29,83,439)

Profit / (Loss) at the end of the year (19,07,18,518) (18,65,14,231)

OPERATING RESULTS

During the year under review, your Company incurred a loss of Rs. 42.04 lakhs. Your Directors are of the view that the Company is expected to do better in the years to come.

DIVIDEND

Your Directors do not recommend any dividend for the year under review in view of the losses incurred in the previous financial years.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit during the period under review within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Pursuant to Section 255 & 256 of the Companies Act, 1956, the term of Mr. Arun Seth, as a Director of the Company, is going to expire at the ensuing Annual General Meeting due to retirement by rotation. Board recommends his re-appointment. There was no other change in the Directorship of the Company during the year under review.

SUBSIDIARIES

The Company does not have any subsidiary company(ies).

AUDITORS

M/s Gupta Garg & Agrawal, 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 notice from them stating that if appointed; their appointment will be within the limits laid down under Section 224(1 B) of the Companies Act, 1956.

AUDITORS'' REPORT

The observations made in the Auditors'' Report and Notes on Accounts are self- explanatory and do not require any explanation from the Directors.

LISTING AT STOCK EXCHANGE(s)

The Company continues to be listed at Mumbai, Delhi and U.P. Stock Exchanges. During the year under review, the Company has also obtained ISIN for trading in its securities in Demat Form through NSDL and CDSL. The shareholders are advised to take advantage of the said facility.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The Company is committed to follow the standards of good Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange(s), the Report on Management Discussion & Analysis, Corporate Governance as well as the Auditor''s Certificate regarding Compliance of conditions of Corporate Governance forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to 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 annual accounts for the period ended on March 31, 2013, 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 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 period and of the Profit or Loss of the Company for the period 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 annual accounts for the period ended March 31, 2013 on a ''going concern'' basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 in respect of energy conservation, technology absorption and foreign exchange earnings and outgo are given in Annexure - A and forms part of this Report.

PERSONNEL

There is no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to the Central Government, various State Governments and the Company''s Bankers for all the help and encouragement they extended to the Company. Your Directors would also like to acknowledge the continuous trust and confidence that the Customers and Shareholders have placed in this Company. Your Directors also place on record deep sense of appreciation for the services rendered by the officers and staff of the Company at all levels and for their dedication and loyalty.

For and on Behalf of the Board of Directors,

For IO System Limited,

Place : Noida

Date : 14th August, 2013 Arun Seth

Chairman


Mar 31, 2010

The Board of Directors of your Company have pleasure in placing before the Members the 22nd Annual Report together with the audited Statement of Accounts of the Company for the financial year ended on March 31, 2010.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars Year ended Year ended

March 31, 2010 March 31, 2009

Sales and other Income (Net of Excise Duty) 122.50 0.43

Profit / (Loss) before Depreciation & Interest 49.06 (18.66)

Less: Depreciation 0.72 1.40

Interest 35.21 14.96

Prior period Income/Expenses 0.28 0.00

Profit / (Loss) for the year before Taxation 13.41 (35.03)

Profit / (Loss) for the year after Taxation 13.41 (35.08)

Balance brought forward from previous year (1753.52) (1718.44)

Profit / (Loss) at the end of the year (1740.11) (1753.52)

OPERATING RESULTS

During the year under review, the total turnover (sales and other income) of the Company was Rs.122.50 lacs as against Rs. 0.43 lacs during the previous financial year and the Company recorded a net profit of Rs. 13.41 lacs as against a net loss of 35.08 lacs during the previous financial year. The Company was not carrying on any business during the year and has not commenced any new business activity. The other income mainly included profit on sale of land and capital gains on sale of investments.

DIVIDEND

Your Directors do not recommend any dividend for the year under review in view of the losses incurred in the previous financial years.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit during the period under review within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Pursuant to Section 255 & 256 of the Companies Act, 1956, the term of Mr. Arun Seth, as a Director of the Company, is going to expire at the ensuing Annual General Meeting due to retirement by rotation. Board recommends his re-appointment. There was no other change in the Directorship of the Company during the year under review.

SUBSIDIARIES

The Company does not have any subsidiary company(ies).

AUDITORS

M/s Gupta Garg & Agrawal, 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 notice from them stating that if appointed, their appointment will be within the limits laid down under Section 224(1 B) of the Companies Act, 1956.

AUDITORS REPORT

The observations made in the Auditors Report and Notes on Accounts are self- explanatory and do not require any explanation from the Directors.

LISTING AT STOCK EXCHANGE(s)

The Company continues to be listed at Mumbai, Delhi and U.P. Stock Exchanges.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The Company is committed to follow the standards of good Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange(s), the Report on Management Discussion & Analysis, Corporate Governance as well as the Auditors Certificate regarding Compliance of conditions of Corporate Governance forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to 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 annual accounts for the period ended on March 31, 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 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 period and of the Profit or Loss of the Company for the period 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 annual accounts for the period ended March 31, 2010 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 in respect of energy conservation, technology absorption and foreign exchange earnings and outgo are given in Annexure - A and forms part of this Report.

PERSONNEL

There is no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to the Central Government, various State Governments and the Companys Bankers for all the help and encouragement they extended to the Company. Your Directors would also like to acknowledge the continuous trust and confidence that the Customers and Shareholders have placed in this Company. Your Directors also place on record deep sense of appreciation for the services rendered by the officers and staff of the Company at all levels and for their dedication and loyalty.

For and on Behalf of the Board of Directors For IO System Limited

Place: Noida

Date : August 12, 2010

sd/-

(ARUN SETH)

CHAIRMAN

 
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