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Directors Report of Mangalya Soft-Tech Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting this Twenty Third Annual Report together with the Audited Accounts for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS :

The Highlights of Financial results (Rs. in Lacs)

31/3/2015 31/3/2014

Software Income 5.46 5.63

Other Income 6.50 6.14

Profit Before Depreciation & Tax 0.75 0.78

Depreciation 0.60 0.60

Profit / (Loss) Before Tax 0.15 0.18

Provision for Taxation (FBT) 0 0

Profit / (Loss) After Tax 0.15 0.18

2. DIVIDEND:

No Dividend recommended by the Directors.

3. RESERVES:

No amounts proposed by to the board to treamster to any reserve.

4.

Brief description of the Company''s working during the year / State of Company''s affair.

The company has only one division. The working of the company is not satisfactory but the directors expect the very good future of the company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

5. CORPORATE GOVERNANCE AND MANAGEMENT ANALYSIS :

The corporate governance and Management Analysis Report of the company have been sepratelly given in the Annexure to the Directors Report.

6. No change in the nature of company durithg the year.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future. No such orders passed during the year.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

There is adequate internal controls implemented.

9. Details of subsidiary / Joint ventures / Associate Companies.

No Subsidiary / Joint Ventures / Associate Companies.

10. Performance and financial position of each of the subsidiaries, associates and joint veture comapnies included in the consolidated financial statement.

- Not Applicable -

11. Deposits :

The details relating the deposits, covered under Chapter V of the Act -

(a) accepted during the year NIL

(b) remained unpaid or unclaimed as at the end of the Year NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cased and the total amount involved - NIL

(i) at the beginning of the year NIL

(ii) maximum during the year NIL

(iii) at the end of the year NIL

The details of deposits which are not in compliance with the requirements of Chapter V of the Act: NIL

12. Statutory Auditors

M/s. Surendra Kumar Jain & Co., Chartered Accountants, having FRN No. 127295W the company''s auditors retire, at the conclusiong of the ensuring Annual General Meeting, They have signfied thair willingness to accept reappointment and have further confirmed their eligibility under, Sec. 224(1 B) of the Companies Act, 1956. Members are requested to appoint Auditors for the current Year and to fix their remunaration.

13. Auditor''s Report

There is no qualification reported by the Statutory Auditor during the year.

14. Share Capital

A) Issue of equity shares with differential rights : NIL

B) Issue of sweat equity shares : NIL

C) Issue of employee stock options : NIL

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees : NIL

15. Extract of the annual return

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

A) Conservation of energy

(i) Adequate steps taken by the company for lower contervation of energy.

(ii) No Steps taken for utilisation of alternet soure of energy.

B) Technology absorption :

(i) Adequate efforts made towards technology absorption ;

(ii) Adequate steps taken for cost redution etc.

(iii) No technology imported.

C) Foreign exchange earnings and outgo : NIL

17. Corporate social responsibility (CSR) :

Not Applicable to the Company.

18. Directors :

A) Changes in Directors and Key Managerial Personnel

Mr. V. C. Shah and Mr. K. M. Shah, Directors of the Company retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

B) Declaration by an Independent Director(s) and re-appointment.

We Vinod Shah, Kirtibhai Jogani, Pravinbhai the indepedent directors hereby declaire that we meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

C) Formal Annual Evaluation

The Board is trying its best to improve the performance of the company.

19. Number of Meeting of the Board of Directors : 7 Times

20. Audit Committee: The Board has accepted all the recommendations of the Audit Committee.

21. Details of establishment of vigil mechanism for directors and employees

The Adequate establishment of vigil mechanism for directors and employee to exists.

22. Nomination and Remuneration Committee :

The reasonable policy formulated by nomination and remuneration committee.

23. Particulars of loans, guarantees or investments under section 186 : NIL

24. Particulars of contracts or arrangements with related parties : NIL

25. Managerial Remuneration :

A) Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 : NIL

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 : NIL

C) Any director who is in receipt of any commission from the Company and who is a Managing Director or Whole-time Director of the Company shall recive any remuneration or commission from any Holding Company or Subsidiary Company of such Company : NIL

26. Secretarial Audit Report :

A Secretarial Audit Report given by Meenu Maheshwari (FCS), a company secretary in practice annexed with the Report.

28. Risk Management Policy :

Development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board in the existance of the company.

29. Director''s Responsibility Statement :

The Director''s Responsibility Statement referred to the clause (c) of sub-section (3) of Section 134 of the Comapnies Act, 2013, shall state that -

(a) in the preparation of the annual accounts, the applicable accounting standards has been followed alongwith proper explanation relating to material departures.

(b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates aht are reasonable and prudent so as to give a ture 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 has 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 frud and other irregularities;

(d) the directors had prepaed the annual accounts on the going concern basis, and

(e) the directors, in the case of a listed company, has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were opening 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.

30. Acknowledgements :

your Director''s would like to express their gatitude and thanks to the Bankers, Customers and Business Associates of the Company for their Continuous support and cooperation.

APPRECIATION :

Your directorswish to place on record their sincere approciation of the devoted and efficient services rendered by all employees which has enabled the comapny to complete an excellent year.

Ahmedabad. M. J. Shah D. M. Shah April 30th, 2015 Chairman Mg.Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting this Twentyfirst Annual Report together with the Audited Accounts for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS :

The Highlights of Financial results (Rs. in Lacs) 31/3/2013 31/3/2012

Software Income 4.96 4.95

Other Income 6.16 5.89

Profit Before Depreciation & Tax 0.93 0.51

Depreciation 0.60 0.60

Profit / (Loss) Before Tax 0.33 (-) 0.09

Provision for Taxation (FBT) 0 0

Profit / (Loss) After Tax 0.33 (-) 0.09

2. DIRECTORS :

Mr. V. C. Shah & Mr. K. M. Shah, Directors of the Company retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

3. DEPOSITS :

During the year under review the company has not accepted any deposits from the public.

4. PARTICULARS OF EMPLOYEES :

The Company does not have any employee covered under the provisions of Sec. 217(2A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules, 1975.

5. CORPORATE GOVERNANCE AND MANAGEMENT ANALYSIS:

The corporate governance and Management Analysis Report of the company have been sepratelly given in the Annexure to the Directors Report.

6. DIRECTORS'' RESPONSIBILITY STATEMENT :

In accordance with the provisions of 217(2AA) of Companies Act, 1956, with respect to Directors'' Responsibility Statement, It is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for the year under review ;

(iii) that the directors had 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 had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

7. AUDITORS:

M/s. Surendra Kumar Jain & Co., Chartered Accountants, having FRN No. 127295W the company''s statutory auditors retire at the conclusion of the ensuing Annual General Meeting. Thay have signified their willingness to accept reappointment and have further confirmed their eligibility under Sec. 224(1 B) of the Companies Act, 1956. Members are requested to appoint Auditors for the Current Year and to fix their remunaration.

8. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO :

A Conservation of Energy :

The nature of Company''s operation involves low energy consumption. However wherever possible measures to conserve less energy have been introduced.

B Technology, Absorption, Adoption and Innovation :

The Company will develop sophisticated methods for absorbing, adopting and effectively developing new technologies.

C Research and Development:

In an industry, characterised by rapid advances and technological, your company will always be prepared for new challenges by laying strong on Research and Development. In the coming years the Research And Development team will continue to keep the pace with the latest technology.

D Foreign Exchange Earning and Outgo :

During the year under review the Foreign Exchange Earnings and the Foreign Exchange Outgo was Rs. NIL.

9. ACKNOWLEDGEMENTS:

Your Directors'' would like to express their gratitude and thanks to the Bankers, Customers and Business Associtates of the company for their Continuous support and cooperation.

10. APPRECIATION:

Your directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all employees which has enabled the Company to complete an excellent year.



place : AHMEDABAD By Order of the Board of Directors

DATE : 30/04/2013 For'' MANGALYA SOFT-TECH LTD.

DILIP M. SHAH

(Managing Director)


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting this Ninteenth Annual Report together with the Audited Accounts for the year ended on 31st March, 2011.

1. FINANCIAL RESULTS :

The Highlights of Financial results (Rs. in Lacs)

31/3/2011 31/3/2010

Software Income 4.44 4.33

Other Income 7.69 7.50

Profit Before Depreciation & Tax (-) 2.62 3.20

Depreciation 0.60 6.46

Profit / (Loss) Before Tax (-) 3.22 (-) 3.27

Provision for Taxation (FBT) 0 0

Profit / (Loss) After Tax (-) 3.22 (-) 3.27

2. DIRECTORS :

Mr. V. C. Shah & Mr. K. M. Shah, Directors of the Company retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

3. DEPOSITS:

During the year under review the company has not accepted any deposits from the public.

4. PARTICULARS OF EMPLOYEES :

The Company does not have any employee covered under the provisions of Sec. 217(2A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules, 1975.

5. CORPORATE GOVERNANCE AND MANAGEMENT ANALYSIS:

The corporate governance and Management Analysis Report of the company have been separately given in the Annexure to the Directors Report.

6. DIRECTORS' RESPONSIBILITY STATEMENT :

In accordance with the provisions of 217(2AA) of Companies Act, 1956, with respect to Directors' Responsibility Statement, It is hereby confirmed:

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

(ii) that the directors 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 or loss of the Company for the year under review ;

(iii) that the directors had 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 had prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

7. AUDITORS:

M/s. Surendra Kumar Jain & Co., Chartered Accountants, having FRN No. 127295W the company's statutory auditors retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept reappointment and have further confirmed their eligibility under Sec. 224(1 B) of the Companies Act, 1956. Members are requested to appoint Auditors for the Current Year and to fix their remuneration.

8. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO :

A Conservation of Energy:

The nature of Company's operation involves low energy consumption. However wherever possible measures to conserve less energy have been introduced. B Technology, Absorption, Adoption and Innovation :

The Company will develop sophisticated methods for absorbing, adopting and effectively developing new technologies. C Research and Development:

In an industry, characterised by rapid advances and technological, your company will always be prepared for new challenges by laying strong on Research and Development. In the coming years the Research And Development team will continue to keep the pace with the latest technology.

D Foreign Exchange Earning and Outgo :

During the year under review the Foreign Exchange Earnings and the Foreign Exchange Outgo was Rs. NIL.

9. ACKNOWLEDGEMENTS:

Your Directors' would like to express their gratitude and thanks to the Bankers, Customers and Business Associates of the company for their Continuous support and cooperation.

10. APPRECIATION:

Your directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all employees which has enabled the Company to complete an excellent year.

PLACE - AHMEDABAD By Order of the Board of Directors

DATE - 31/05/2011 For' MANGALYA SOFT-TECH LTD.

DILIP M. SHAH

(Managing Director)


Mar 31, 2010

The Directors have pleasure in presenting this Eighteenth Annual Repot together with the Audiicd Accounts for the year ended on 31st March, 2010



1. FINANCIAL RESULTS :

The Highlights of Financial results (Rs. in Lacs) 31/3/2010 31/3/2009

Software Income 5.67 4.97

Other income 6.17 5.06

Protd Before Depreciation - Tax 3.20 3.65

Depreciation 6.46 6.46

Profit / (Loss) Before Tax (-) 3.27 (-) 2.81

Provision for taxation (FBT) 0 0.07

Profrt / (Loss) After Tex (-) 3.27 (-) 2.88



2. DIRECTORS :

Mr. P. S. Shah & Mr. & Mrs. M. M. Shah. Direciors of into Company retire by rotation and being aligible ofter themselves lo-reappointment at the forhcominrj Annual General Meeting.

3 DEPOSITS:

During the year under review the company has not accepted any deposits from the public

4. PARTICULARS OF EMPLOYEES :

The Company does not have any employee covered under the provisions of Sec. 217(2A) of the Composes Act. 1953 read with the companies (particulars of employees) Rules. 1975.

5. CORPORATE GOVERNANCE AND MANAGEMENT ANALYSIS:

The corporate governance and Management Analysis Report of the company have been sepratelly given in the Annexure to the Direciors Report.

6. DIRECTORS RESPONSIBILITY STATEMENT :

In accordance wild the provisions of 21712441 of Companies Act. 1956, with respect to Directors Responsibility Statement. It is hereby confirmed:

(i) that in the preparation of the annual accounts lor the financial year ended 31st March 2010. the applicable accounting standards have been followed along with proper explanation relating to material departures :

(ii) that the direciors had selected such accounting polices and applied from consistenlly and made judgemants and estates that are reasonable and prudent so as to give a Hue and lair view or the stale of alfaird of the company at the end of the finacial year and of the profit or loss of the Company lor the year under roviow ;

(iii) that the directors had taken proper and suffciont caro for the maintenance of adequate Recounting records in accordance with the provisions of the Companies Act. 1966, lor safeguarding the assets of the Company and for preventing and detecting fraud and over irregularities :

(iv)that the directors had proparod the accounts for the financial year ended 31st March. 2010 on a going concern bass

7. AUDITORS:

Mrs. Surendra Kumar Jain & Co., Chanerod Accountants. the companys stalutoiy auditors redre at the concluson of the unsing Annual General Meeting. Thay have signified their willingness to accept reappointment and have further confirmed their eligibility under Sec 224( 1B) of the Companies Act. 1956. Members are requested to appoint Auditors for the Current Year and to fix their remnriton.

8. CONSERVATION OF ENERGY & TECHNOLOGY ABSOHPTION. FOREIGN EXCHANGE EARNING AND OUTGO

A Conservation of Energy. The nature of Companys operation involves low energy consumption. However wherever possible measures to conserve less energy have been introduced.

B Technology. Absorplion. Adoption and Innovation: The Company will develop sophisticated methods for absorbing, adopting and effectively developing new lechotcgitis.

C Research and Devellment: In an induslry, characterised by rapid advances and technological, your company will always be rapid for new challenges by laying Strong on Research and Development. In the coming years the Resarch And Dovepmeent team will continua to keep the pace with the lalest technolcogy.

D Foroign Exchange Earning and Outgo: During the year under review the Foreign Exchange Earnings and the Foreign Exchange Outgo was Rs. NIL.

9. ACKNOWLEDGEMENTS:

Your Directors would like to express thair gratitude and thanks to the Bankers. Customers and Business Associtates of the company for their Continuous support and cooperation.

10. APPRECIATION:

Your directors wish to place on rocord their sincere appreciation of the devoted and efficellent services rendered by all employees which has enabled the Company to complete an excellent year.



PLACE - AHMEDABAD By Order ol the Board of Directors

DATE : 31/05/2010 For, MANGALYA SOFT-TECH LTD.

DILIP M. SHAH

(Managing Director)

 
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