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Directors Report of Parle Software Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Thirty Second Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2015.

Financial Performance:

A summary of company's financial performance for 2014-2015:

(Rs. in Lakhs) Particulars Year Ended Year Ended* 31.03.2015 31.03.2014

Total revenue 20.18 17.48

Gross Profit (before Interest, depreciation & Tax) 7.29 6.99

Finance Charges - 0.01

Depreciation 1.76 4.95

Profit before tax 5.53 2.03

Tax Expenses (0.20) 0.55

Profit after tax 5.73 1.48

Profit for the year 5.73 1.48

Add: Balance brought forward from previous year 173.64 172.16

Profit available for appropriation 179.37 173.64

Paid up Equity Share Capital 1400.00 1400.00

* Previous year's figures have been re-grouped/ re-classified, wherever necessary to conform to this year's classification.

Operating & Financial Performance:

During the year under review, company made total income of Rs.20.18 lacs as against Rs.17.48 lacs in the previous year. The company has made profit before Interest, Depreciation and Tax of Rs.7.29 lacs against Rs.6.99 lacs in the previous year in the financial statement.

Your Company has made a Net profit of Rs.5.73 lacs against Rs.1.48 lacs in the previous year in financial statement.

There is no change in the nature of the business of the Company. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. There were no material changes and commitment affecting the financial position between March 31, 2015 and date of this Report of Directors.

Deposits:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2015. There were no unclaimed or unpaid deposits as on March 31, 2015.

Transfer to Reserve:

The Company do not proposes to transfer any amount to the General Reserves.

Dividend

To conserve the resources of the Company, your directors do not recommend any dividend for the financial year 2014-15.

Number of meeting of the Board:

During the year 2014-15, the Board of Directors met five times viz. on 20th May, 2014; 31st July, 2014; 12th November, 2014; 06th February,2015; and 30th March, 2015.

Directors' Responsibility Statement:

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 at March 31, 2015 and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(v) 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.

(vi) 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.

Statement on declaration given by independent directors under sub-section (6) of section 149:

All Independent Directors have given declarations that they meet the criteria of independent as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing agreement.

Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178;

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure A to this Report.

Particulars of loans, guarantees or investments under section 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for related party transactions wherever required and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.parlesoftwares.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

2. Details of material contracts or arrangement or transactions at arm's length basis: Nil

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

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable. The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.

Risk management policy and its implementation

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Corporate Social Responsibility:

As the Company does not fall under the mandatory bracket of Corporate Social Responsibility, the Company has not taken any initiative on Corporate Social Responsibility.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors

The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/committee did not participate in the discussion of his/her evaluation.

Directors or Key Managerial Personnel* who were appointed or have resigned during the year

The Board of Directors had appointed Ms. Chanda Garg as a woman director with effect from March 30, 2015.

During the year Company had appointed Mr. Sheena Karkera as a Chief Financial Officer of the Company w. e. f. March 30, 2015.

* Mr. Rakeshkumar D Mishra has been appointed as Company Secretary and Compliance Officer w.e.f. April 01, 2015. & * Mr.V.I. Garg. Director of the Company has been appointed as Managing Director of the Company w.e.f. April 01, 2015.

Auditors

M/s. G.R. Modi & Co., Chartered Accountants, Statutory Auditors of the Company having registration number FRN No.112617W hold the office from the conclusion of 31st Annual General Meeting until the conclusion of the 34th Annual General Meeting and pursuant to Section 139 of the Companies Act, 2013; the Company hereby places the matter relating to such appointment for ratification by members at this annual general meeting. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

There are no qualifications, reservations or adverse remarks or disclaimers made M/s. G.R. Modi & Co., Statutory Auditors, in their report.

Secretarial Audit

M/s. Monika Thanvi & Associates, Company Secretaries in Practice conducted Secretarial Audit for the financial year ended March 31, 2015. M/s. Monika Thanvi & Associates has submitted the Report confirming compliance with the applicable provisions. The Secretarial Audit Report for the financial year ended March 31, 2015 in the prescribed Form MR-3 in Annexure B which forms part of this report.

There are no qualifications, reservations or adverse remarks or disclaimers made M/s. Monika Thanvi & Associates, Company Secretary in Practice, in secretarial audit report.

Extract of Annual Return

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

Vigil mechanism/whistle Blower Policy

The Company has established a vigil mechanism / Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

Management Discussion and Analysis Report:

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report.

Report on Corporate Governance

A separate report on Corporate Governance is attached to this report along with Statutory Auditor's certificate on its compliance.

Particulars of employees

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. Name of Director/KMP Remuneration of % increase in No. and Designation Director / remuneration KMP for in the Financial Financial Year 2014-15 Year 2014-15

V. I. Garg 1 (Managing Director, Nil Nil Executive)

Ashish Kankani 2 (Non-Executive, Nil Nil Independent Director)

Paresh Sampat 3 (Non-Executive, Nil Nil Independent Director)

Harish Luharuka 4 (Non-Executive , Nil Nil Independent Director)

Chanda Garg 5 (Non-Executive, Nil Nil Additional Director)

Sheena Karkera 6 (Chief Financial 3,25,000 Nil Officer)*

Rakeshkumar D. Nil Nil 7 Mishra (Company Secretary & Compliance Officer)**

Sr. Name of Director/KMP Ratio of Comparison of No. and Designation Remuneration the Remuneration to each of the KMP Director/ to against the median remune performance -ration of of the Company employees

1 V. I. Garg Nil

2 Ashish Kankani Nil

3 Paresh Sampat Nil

4 Harish Luharuka Nil

5 Chanda Garg Nil Profit before tax increased by 173% and profit after tax 6 Sheena Karkera 2.95 increased by 288% in Financial Year 2014-15 7 Rakeshkumar D. Mishra Nil

* Mr. Sheena Karkera as a Chief Financial Officer of the Company w.e.f. March 30, 2015

** Rakesh Mishra, Company Secretary of the Company has been appointed w.e.f. 01.04.2015.

ii) The median remuneration of employees of the Company during the financial year was 1.10 lakhs.

iii) In the financial year, there was an increase of 10.42% in the median remuneration of employees;

iv) There were 5 permanent employees on the rolls of Company as on March 31, 2015;

v) Relationship between average increase in remuneration and company performance:- The Profit before Tax for the financial year ended March 31, 2015 increased by 173% whereas the increase in median remuneration was 10.42%. The average increase in median remuneration was in line with the performance of the Company.

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel increased by NIL from 2013-14 to 2014-15 whereas the Profit before Tax increased by 173% to 5.53 Lakhs in 2014-15 (Rs.2.02 Lakhs in 2013-14).

vii) a) Variations in the market capitalization of the Company : The market capitalization as on March 31, 2015 was Rs. 2,905 Lakhs (Rs. 1974 Lakhs as on March 31, 2014)

b) Price Earnings ratio of the Company was 519 as at March 31, 2015 and was 1410 as at March 31, 2014

c) The Company has not come out with an IPO, it was listed pursuant to the Scheme of Arrangement through the Hon'ble High Court for the State of Maharashtra Judicature at Bombay, its order dated 18/08/2003 under rule 19(2)(b) of the Securities Contract Regulation (Rules) 1957.

viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last Financial year i.e. 2014-15 was 10.42% and there was NIL managerial remuneration for the same financial year.

ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

xi) It is hereby confirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Appreciations And Acknowledgements

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company's bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming years.

For and on behalf of the Board of Director

V. I. Garg Ashish Kankani Managing Director Director (DIN 00409946) (DIN 01971768)


Mar 31, 2014

Dear Members,

The Company''s Directors are pleased to present the Thirty First Annual Report of the company together with the Audited Accounts for the financial year ended 31st March, 2014. Since this Report pertains to financial year that commenced prior to 1 April 2014 the contents therein are governed by the relevant provisions / schedules / rules of the Companies Act, 1956, in compliance with General Circular No. 08/2014 dated 4 April 2014 issued by the Ministry of corporate Affairs.

FINANCIAL RESULTS

The financial results of the Company are elaborated in the annexed Management Discussion and Analysis Report.

The highlights of the Standalone Financial Results are as under:

(Amounts in Lacs)

Particulars FY2014 FY2013

Total revenue 17.48 22.26

Gross Profit (before Interest and depreciation) 6.99 13.68

Finance Charges 0.01 7.63

Depreciation 4.95 4.95

Profit before tax 2.02 1.10

Tax Expenses 0.55 (0.44)

Profit after tax 1.48 1.54

Profit for the year 1.48 1.54

Add: Balance brought forward from previous year 172.16 170.62

Profit available for appropriation 173.64 172.16

Paid Up Equity Share Capital 1400.00 1400.00

*: Previous year''s figures have been re-grouped/re-classified, wherever necessary to conform to this year''s classification.

FINANCIAL HIGHLIGHTS AND OPERATIONS

During the year under review, company on a standalone basis have made total Income of Rs.17.48 lacs as against Rs.22.26 in the previous year. The company has made profit before Interest, Depreciation and Tax of Rs.6.99 lacs against Rs. 13.68 lacs in the previous year in the standalone financial statement.

Your company has made a Net profit of Rs. 1.48 lacs against Rs.1.54 lacs in the previous year in Standalone financial statement.

APPROPRIATION

In view of the financial performance of the company, your Directors do not recommend any dividend for the year under review.

CHANGES IN SHARE CAPITAL

During the year, Company has not made any allotment of Equity or preference Shares.

CHANGES OF REGISTERED OFFICE

During the year, for the administrative conveyance the Company has shifted its Registered Office of the Company with effect from March 31, 2014 to 403, 4th floor, Kane Plaza, Mind Space, Off Link Road, Malad (West), Mumbai-400 064.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are attached as Annexure I.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement(s) entered into with the Stock Exchange(s), a Compliance Report on Corporate Governance is attached as per Annexure II together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s). A Certificate of the CFO of the Company in terms of sub- clause(v) of Clause 49 of Listing Agreement, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed. A certificate from the practicing Company Secretary confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached. The Company is in compliance with the requirements and disclosures that have to be made in this regard.

During the year, Secretarial Audit were carried out. The detailed reports on the same are attached of this Annual Report.

GENERAL SHAREHOLDER''S INFORMATION

Detailed information in this regard is provided in this section ''General Shareholder Information'' forming part of this Annual Report attached as Annexure III.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION

Since your Company and their associate does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.

ASSOCIATE

During the year, the Company''s associate Hazoor Township Developers Pvt. Ltd., (HTD) ceased to be the associate of the Company with effect from 17th January,2014, upon divestment of its share holding in the capital of the associate. The above mentioned cessation of the associate will have no bearing on the performance / operation of the Company as it has plans to invest the divestment funds into its existing infrastructure and real estate development activities.

GROUP

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

BOARD OF DIRECTORS

Details regarding Directors proposed to be appointed at the Annual General Meeting to be held on September 16, 2014, due to changes arising from the implementation of the Companies Act, 2013 are provided in the Explanatory statement of the Notice convening the Annual General Meeting.

In light of the provisions of the Companies Act, 2013, the information as required to be disclosed under clause 49 of the listing agreement in case of re-appointment of independent director is provided in the Notice of the forthcoming annual general meeting.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting. All independent directors will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-election.

Pursuant to section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. The Board already has two third of its directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement. The independent directors Mr. Ashish Kankani & Mr. Harish Luharuka are retiring from directorship by rotation at the ensuing Annual General Meeting in terms of the provision of erstwhile Companies Act of 1956, and will be re- appointed for a term of 5 years and they are not liable to retire by rotation. The Board therefore, appointed the existing independent directors under clause 49 as ''independent directors'' pursuant to Companies Act, 2013, subject to approval of shareholders.

As required under the said Act and the Rules made thereunder, the same is now put up for approval of members at the ensuing annual general meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

With the appointment of independent directors, the conditions specified in the Act and the Rules made thereunder as also under new clause 49 of the listing agreement stand complied.

RESPONSIBILITY STATEMENT

The Directors confirm that:

* in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

* they 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 at the end of the financial year and of the profits of the Company for that period.

* they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and

* they have prepared the annual accounts on a going concern basis.

* Proper systems are in place to ensure compliance of all laws applicable to the Company.

AUDITORS'' REPORT

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration u/s 217(3) of the Companies Act, 1956.

AUDITORS

The terms of office of M/s. G. R. Modi & Co, Chartered Accountants, (Firm No. 112617W) Statutory Auditor of the Company will expire with the conclusion of forthcoming Annual General Meeting of the Company.

The Company has received necessary consent letter and the certificates from the Auditor regarding their eligibility under section 139 and section 141 of the Companies Act, 2013 for their appointment. Accordingly, the approval of the Shareholders for the appointment of M/s. G. R. Modi & Co, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this AGM until the 34th AGM, subject to ratification by shareholders at each AGM to be held hereafter and to fix their remuneration for the year 2014-15. A resolution proposing appointment of M/s. G. R. Modi & Co as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the changes in law permitting companies to send electronic copies of Annual Report to the e-mail IDs of shareholders, we have arranged to send the soft copies of these documents to the e-mail IDs of shareholders, we have arranged to send the soft copies of these documents to the e-mail IDs of shareholders available with us or our depositories. In case any of the shareholders would be like to receive physical copies of these documents, the same shall be forwarded on written request to the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under section 58 A of the Companies Act, 1956 and companies (Acceptance of deposits) Rules, 1975.

EMPLOYEES

Since the Real Estate and infrastructure development activities was carried out by the associate of the company, the staff strength of the Company comprises of few selected highly qualified and experienced professionals who are in charge of the administration and financial management of the company. Employee relations continue to be cordial.

During the year under review, there was no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associate and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company''s bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming years.

On behalf of the Board

Place: Mumbai Ashish Kankani Date: 31st July, 2014 Non Executive Chairman


Mar 31, 2013

To The Members

The Directors have pleasure in presenting their Thirtieth Annual Report of the company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The salient features of the Company''s standalone and consolidated financial results for the year under review are as follows:

(Amounts in Lacs)

STANDALONE CONSOLIDATED 31.03.13 31.03.12 31.03.13 31.03.12

Total Income 22.26 20.59 22.26 20.59

Profit / (Loss) (before Interest, depreciation 13.68 (0.55) 13.68 (0.55) and tax)

Less: Finance Charges 7.63 0.53 7.63 0.53

Less: Depreciation 4.95 5.49 4.95 5.49

Profit/(Loss) before tax 1.10 (6.57) 1.10 (6.57)

Less: Provision for tax

Current NIL NIL NIL NIL

Deferred (0.44) 0.37 (0.44) 0.37

Profit/(Loss) after tax 1.54 (6.93) 1.54 (6.93)

Add: ShareofProfit from Associates 0.24 NIL

Profit/(Loss) for the year 1.54 (6.93) 1.78 (6.93)

PaidUpEquity Share Capital 1400.00 1400.00 1400.00 1400.00

*: Previous year''s figures have been re-grouped/re-classified, wherever necessary to conform to this year''s classification.

FINANCIAL HIGHLIGHTS AND OPERATIONS

During the year under review, company on a standalone basis have made total Income of Rs.22.26 lacs as against Rs.20.59 in the previous year. The company has made profit before Interest, Depreciation and Tax of Rs.13.68 lacs against loss of Rs. 0.55 lacs in the previous year in the standalone financial statement.

Your company has made a Net profit of Rs. 1.54 lacs against loss of Rs.6.93 lacs in the previous year in Standalone financial statement and the company has made a Net profit of Rs. 1.78 lacs against loss of Rs.6.93 lacs in the previous year in Consolidated financial statement.

APPROPRIATION

Your Directors do not recommend any dividend for the year under review.

CHANGES IN SHARE CAPITAL

During the year, Company has not made any allotment of Equity or preference Shares.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are attached as Annexure I.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement(s) entered into with the Stock Exchange(s), a Compliance Report on Corporate Governance is attached as per Annexure II. A certificate from the practicing Company Secretary confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached. The Company is in compliance with the requirements and disclosures that have to be made in this regard.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from Non Executive Chairman, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also enclosed as a part of the said Report.

GENERAL SHAREHOLDER''S INFORMATION

Detailed information in this regard is provided in this section ''General Shareholder Information'' forming part of this Annual Report attached as Annexure III.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Since your Company and their Associates does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable.

Foreign Exchange Earnings and Outgo

The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.

ASSOCIATES

During the year, the Company''s associate Hazoor Township Developers Pvt. Ltd., (HTD) are engaged in infrastructure & Real Estate activities and they are developing a Residential Project under a Joint Venture (A.O.P) viz. "HAZOOR HOMES", implementing the Housing Project comprising of affordable apartments catering to middle income group, situated at Hingane off Sinhagad Road, Pune.

GROUP

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

DIRECTORS

Mr. Harish Luharuka, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. Profiles of these Directors, as required by Clause 49 (IV)(G) of the Listing Agreements are furnished in the Corporate Governance Report forming part of this Annual Report.

RESPONSIBILITY STATEMENT:-

The Directors confirm that:

- in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

- they 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 at the end of the financial year and of the profit and loss of the Company for that period.

- they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and

- they have prepared the annual accounts on a going concern basis.

AUDITORS'' REPORT

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration u/s 217(3) of the Companies Act, 1956.

AUDITORS

M/s Ajmera Ajmera & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company for the year ended March, 2013. They expressed their unwillingness to continue as Statutory Auditors.

In view of the above, the board of directors at its meeting held on 14th January, 2013, proposed the appointment of M/s G. R. Modi & Co., Chartered Accountants as the statutory auditor of the company in the place of the retiring statutory auditor M/s Ajmera Ajmera & Associates, Chartered Accountants and their appointment had been ratified by the members of the company at the EGM held on 05.02.2013.

M/s G. R. Modi & Co., Statutory Auditors of the Company retire and offers themselves for re-appointment as the Statutory Auditors of the Company, pursuant to Section 224 of the Companies Act, 1956.

CONSOLIDATED ACCOUNTS

In accordance with Accounting Standard AS-23 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Associates along with Auditors Report thereon is annexed to this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under section 58A of the Companies Act, 1956 and companies (Acceptance of deposits) Rules, 1975.

EMPLOYEES

Since the Real Estate and infrastructure development activities are carried out by the Associates of the company. The staff strength of the Company comprises of few selected highly qualified and experienced professionals who are in charge of the administration and financial management of the company. Employee relations continue to be cordial.

During the year under review ,there was no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company''s bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming years.

For & on behalf of the Board

Place: Mumbai Ashish Kankani

Date: 06th July, 2013 Director


Mar 31, 2012

The Directors have pleasure in presenting their Twenty Ninth Annual Report of the company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The salient features of the Company's standalone and consolidated financial results for the year under review are as follows:

(Amounts in Lacs)

STANDALONE CONSOLIDATED

31.03.12 31.03.11 31.03.12 31.03.11

Total Income 20.59 190.00 20.59 1.62

Profit / (Loss) (before Interest, depreciation (0.55) 153.93 (0.55) (34.45) and tax)

Less: Finance Charges 0.53 NIL 0.53 NIL

Less: Depreciation 5.49 3.65 5.49 3.65

Profit/(Loss) before Tax (6.57) 150.28 (6.57) (38.10)

Less: Provision for Tax

Current NIL 1.75 NIL 1.75

Deferred 0.37 (29.02) 0.37 (29.02)

Profit / (Loss) after Tax (6.93) 177.55 (6.93) (10.83)

Add: Share of Profit from Associates - - NIL NIL

Profit / (Loss) for the year (6.93) 177.55 (6.93) (10.83)

Paid Up Equity Share Capital 1400.00 1400.00 1400.00 1400.00

*: Previous year's figures have been re-grouped/re-classified, wherever necessary to conform to this year's classification.

FINANCIAL HIGHLIGHTS AND OPERATIONS

During the year under review, company on a standalone basis have made total Income of Rs.20.59 lacs as against Rs.190.00 lacs in the previous year. The company has made Loss before Interest,Depreciation and Tax of Rs. 0.55 lacs against profit of Rs. 153.93 lacs in the previous year in the standalone financial statement.

Your company has made a Net loss of Rs. 6.93 against Rs.10.83 lacs in the previous year in Consolidated financial statement.

APPROPRIATION

Your Directors do not recommend any dividend for the year under review.

CHANGES IN SHARE CAPITAL

During the year, Company has not made any allotment of Equity or preference Shares. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are attached as Annexure I.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement(s) entered into with the Stock Exchange(s), a Compliance Report on Corporate Governance is attached as per Annexure

II. A certificate from the practicing Company Secretary confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached. The Company is in compliance with the requirements and disclosures that have to be made in this regard.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from Managing Director, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also enclosed as a part of the said Report.

GENERAL SHAREHOLDER'S INFORMATION

Detailed information in this regard is provided in this section 'General Shareholder Information' forming part of this Annual Report attached as Annexure III.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Since your Company and their Associates does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable.

Foreign Exchange Earnings and Outgo

The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.

ASSOCIATES

During the year, the Company's associate Hazoor Township Developers Pvt. Ltd., (HTD) are engaged in infrastructure & Real Estate activities and they are developing a Residential Project under a Joint Venture (A.O.P) viz. "HAZOOR HOMES", implementing the Housing Project comprising of affordable apartments catering to middle income group, situated at Hingane off Sinhagad Road, Pune.

GROUP

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "group" as defined under the erstwhile Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of the erstwhile SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

DIRECTORS

Mr. Ravindra Shenoy, director resigned w.e.f.12.06.2012. The Board places on record its appreciation for their service accorded to your company.

Mr. V. I. Garg and Mr. Ashish Kankani, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Profiles of these Directors, as required by Clause 49 (IV)(G) of the Listing Agreements are furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED U/S 217 (2AA) OF THE COMPANIES ACT, 1956

As required by sub-section (2AA) of section 217 of the Companies (Amendment) Act 2000, the directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards has been followed.

b) they 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 at the end of the financial year and of the profit and loss of the company for that year.

c) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS' REPORT

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration u/s 217(3) of the Companies Act, 1956.

AUDITORS

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Auditors of the Company retire as statutory auditors at the conclusion of this Annual General Meeting and are seeking their re-appointment. A certificate from them has been received to the effect that their re- appointment as statutory auditors, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956 and they do not suffer any disqualifications as laid down in section 226 of the act. M/s. Ajmera Ajmera & Associates, Chartered Accountants, have also confirmed that they have been subjected to the peer review process of ICAI, & they hold a valid certificate issued by the peer review Board of the ICAI.

CONSOLIDATED ACCOUNTS

In accordance with Accounting Standard AS-23 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Associates along with Auditors Report thereon is annexed to this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under section 58A of the Companies Act, 1956 and companies (Acceptance of deposits) Rules, 1975.

EMPLOYEES

Since the Real Estate and software development activities are carried out by the Associates of the company. The staff strength of the Company comprises of few selected highly qualified and experienced professionals who are in charge of the administration and financial management of the company. Employee relations continue to be cordial.

During the year under review ,there was no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

ACKNOWLEDGEMENTS

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company's bankers, financial institutions, and shareholders at large and look forward to the same in greater measure in the coming years.

For & on behalf of the Board

Place: Mumbai Ashish Kankani

Date: 31st July, 2012 Director


Mar 31, 2011

The Members

The Directors have pleasure in presenting their Twenty Eight Annual Report of the company together with the Audited Accounts for the period ended 31st March, 2011.

FINANCIAL RESULTS

The salient features of the Company's standalone and consolidated financial results for the period under review are as follows:

(Amounts in Lacs) STANDALONE CONSOLIDATED 31.03.11 31.07.10 31.03.11 31.07.10

Total Income 190.00 24.51 1.62 24.51

Profit / (Loss) (before Interest, depreciation 153.93 (227.04) (34.45) (227.04) and tax)

Less: Finance Charges NIL 19.10 NIL 19.10

Less: Depreciation 3.65 12.85 3.65 12.85

Profit/(Loss) before tax 150.28 (258.99) (38.10) (258.99)

Less: Provision for tax

Current 1.75 NIL 1.75 NIL

Deferred (29.02) (8.18) (29.02) (8.18)

Profit / (Loss) after tax 177.55 (250.81) (10.83) (250.81)

Add: Share of Profit from Associates NIL 64.03

Profit / (Loss) for the period 177.55 (250.81) (10.83) (186.78)

Paid Up Equity Share Capital 1400.00 1400.00 1400.00 1400.00

FINANCIAL HIGHLIGHTS AND OPERATIONS

During the period under review, company on a standalone basis have made total Income of Rs.190.00 lacs as against Rs.24.51 lacs in the previous year. The company has made profit before Interest, Depreciation and Tax of Rs. 153.93 lacs against loss of Rs. 227.04 lacs in the previous year in the standalone financial statement. Other operative income of Rs. 188.38 lacs in standalone financial statements represents surplus on cost of Investments in Associates as per AS-13 and it was recognized as 'Share of Profit from Associates' in Consolidated Financial Statements in the earlier years on basis of Equity Method as per AS – 23

Your company has made a Net loss of Rs. 10.83 lacs against net loss of Rs. 250.81 lacs in the previous year in Consolidated financial statement.

APPROPRIATION

Your Directors do not recommend any dividend for the period under review.

CHANGES IN SHARE CAPITAL

During the period, Company has not made any allotment of Equity or preference Shares.

CHANGE IN FINANCIAL PERIOD

Board of Directors at their meeting held on 29th April, 2011 approved to change the financial period of the company from 31st July to 31st March and accordingly the current financial period will be from 1st August, 2010 to 31st March, 2011. (8 months)

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are attached as Annexure I.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement(s) entered into with the Stock Exchange(s), a Compliance Report on Corporate Governance is attached as per Annexure II. A certificate from the practicing Company Secretary confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached. The Company is in compliance with the requirements and disclosures that have to be made in this regard.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from Managing Director, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also enclosed as a part of the said Report.

GENERAL SHAREHOLDER'S INFORMATION

Detailed information in this regard is provided in this section 'General Shareholder Information' forming part of this Annual Report attached as Annexure III.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Since your Company and their Associates does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conversation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable.

Foreign Exchange Earnings and Outgo

The foreign exchange earnings and expenditure of the Company during the period under review were Rs. 20.04 Lacs.

ASSOCIATES

During the period, Samay Techno Corp & Universal Technologies, who were engaged in software development activities, ceased to be associates of the company w.e.f. 31.12.2010.

The Company's associate Hazoor Township Developers Pvt. Ltd., (HTD) are engaged in infrastructure & Real Estate activities and they are developing a Residential Project under a Joint Venture (A.O.P) viz. "HAZOOR HOMES", implementing the Housing Project comprising of affordable apartments catering to middle income group, situated at Hingane off Sinhagad Road, Pune.

GROUP

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

DIRECTORS

Mr. Rahul Shidhaye, director resigned w.e.f. 23.05.2011. The Board places on record its appreciation for their service recorded to your company.

Mr. Ravindra Shenoy & Mr. Harish Luharuka, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Profiles of these Directors, as required by Clause 49 (IV)(G) of the Listing Agreements are furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED U/S 217 (2AA) OF THE COMPANIES ACT, 1956

As required by sub-section (2AA) of section 217 of the Companies (Amendment) Act 2000, the directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards has been followed.

b) they 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 at the end of the financial period and of the profit and loss of the company for that period.

c) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS' REPORT

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration u/s 217(3) of the Companies Act, 1956.

AUDITORS

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Auditors of the Company retire as statutory auditors at the conclusion of this Annual General Meeting and are seeking their re-appointment. A certificate from them has been received to the effect that their re- appointment as statutory auditors, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956 and they do not suffer any disqualifications as laid down in section 226 of the act. M/s. Ajmera Ajmera & Associates, Chartered Accountants, have also confirmed that they have been subjected to the peer review process of ICAI, & they hold a valid certificate issued by the peer review Board of the ICAI.

CONSOLIDATED ACCOUNTS

In accordance with Accounting Standard AS-23 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Associates along with Auditors Report thereon is annexed to this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under section 58A of the Companies Act, 1956 and companies (Acceptance of deposits) Rules, 1975.

EMPLOYEES

Since the Real Estate and software development activities are carried out by the Associates of the company. The staff strength of the Company comprises of few selected highly qualified and experienced professionals who are in charge of the administration and financial management of the company. Employee relations continue to be cordial.

During the period under review ,there was no employee employed throughout the financial period who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

ACKNOWLEDGEMENTS

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the period. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company's bankers, financial institutions, and shareholders at large and look forward to the same in greater measure in the coming years.

For & on behalf of the Board

Vikas Shukla Managing Director

Place : Mumbai Date : 1st August, 2011


Jul 31, 2010

The Directors have pleasure in presenting their Twenty Seventh Annual Report of the company together with the Audited Accounts for the year ended 31st July 2010.

FINANCIAL RESULTS

The salient features of the Companys standalone and consolidated financial results for the year under review are as follows:

(Rs. in Lacs)

STANDALONE CONSOLIDATED 31.07.2010 31.07.2009 31.07.2010 31.07.2009

Total Income 24.51 54.26 24.51 54.26

Profit / (Loss) (before Interest, (227.04) (480.97) (227.04) (480.97) depreciation and tax)

Less: Finance Charges 19.10 16.19 19.10 16.19

Less: Depreciation 12.85 8.77 12.85 8.77

Profit/(Loss) before tax (258.99) (505.93) (258.99) (505.93)

Less: Provision for tax (8.18) NIL (8.18) NIL

Profit / (Loss) after tax (250.81) (505.93) (250.81) (505.93)

Add: Share of Profit from Associates - - 64.03 63.19

Profit / (Loss) for the year (250.81) (505.93) (186.78) (442.74)

Paid Up Equity Share Capital 1400.00 1400.00 1400.00 1400.00

BUSINESS PERFORMANCE

During the year under review, company on a standalone basis have made total Income of Rs. 24.51 lacs as against Rs. 54.26 lacs in the previous year.

The company has incurred loss before Interest, Depreciation and Tax of Rs. 227.04 lacs against Rs. 480.97 lacs in the previous year in the standalone financial statement. Your company has made a Net loss of Rs. 250.81 lacs against net loss of Rs. 505.93 lacs.

On a consolidated basis, your company has made an additional Profit of Rs. 64.03 lacs as Share of Profits from Associates against Rs. 63.19 lacs in the previous year. Your company has made a Net loss for the year of Rs. 186.78 lacs against Rs. 442.74 lacs.

APPROPRIATION

During the year loss of Rs. 121.66 lacs for the fiscal 2010 has been debited to General Reserve. In order to conserve resources for future growth, your Directors do not recommend any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are attached as Annexure I.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement(s) entered into with the Stock Exchange(s), a Compliance Report on Corporate Governance is attached as per Annexure II. A certificate from the Statutory Auditors of the Company, M/s. Ajmera Ajmera & Associates confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached. The Company is in compliance with the requirements and disclosures that have to be made in this regard. In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from Managing Director, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also enclosed as a part of the said Report.

GENERAL SHAREHOLDERS INFORMATION

Detailed information in this regard is provided in this section General Shareholder Information forming part of this Annual Report attached as Annexure III.

SECRETARIAL COMPLIANCE REPORT

As a reflection of your Companys commitment to transparency, the Board is pleased to enclose the Secretarial Compliance Report for the financial year 2009-10 as a part of this Directors Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Since the software development activities are exclusively carried out by the Associates of the company, the requirement pertaining to disclosure of particulars relating to conversation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable. There were no Foreign Exchange Earnings and outgo during the year.

ASSOCIATES

During the year, Companys software development activities are carried out by its associates namely Samay Techno. Corp. and Universal Technologies. The revenue of Rs. 64.03 lacs against previous year Rs. 63.19 lacs accrued to the company from its associates by way of its share of profit which has been shown in the Consolidated Financial Statement as per principles and procedures for consolidation as laid out in the Accounting Standard - 23 (AS-23) issued by the Institute of Chartered Accountants of India (ICAI)/ Company (Accounting Standards) Rules, 2006. Samay Techno Corp & Universal Technologies ceased to be an associate w.e.f. 31.12.2010.

During the year, the Company has acquired 45.83% stake in the capital of Hazoor Township Developers Pvt. Ltd., which is a subsidiary of Hazoor Multi Projects Ltd., a Real Estate major.

This Strategic investment will create an opportunity for the Company to capitalize and foray into Infrastructure & Real Estate Development through its Associate, Hazoor Township Developers Pvt. Ltd.

The Companys Associate Hazoor Township Developers (HTD) has informed the Company that they are developing a Residential Project and have formed a Joint Venture (A.O.P) viz. "HAZOOR HOMES" for carrying out the Housing Project in the mid of City, near Sinhagad Road, Pune. The Housing Project will comprise of affordable apartments and convenient shopping catering to middle income group. The construction work is scheduled to be commenced in the forth coming financial year.

This will be a maiden project in the Infrastructure and Real Estate Development sector undertaken by the Company through its Associate, pursuant to strategic investment tie up with the Associate, as informed earlier by the Company.

GROUP

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

DIRECTORS

Mr. V.I.Garg & Mr. Ashish Kankani, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Profiles of these Directors, as required by Clause 49 of the Listing Agreements are given in the Section on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED U/S 217 (2AA) OF THE COMPANIES ACT, 1956

As required by sub-section (2AA) of section 217 of the Companies (Amendment) Act 2000, the directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards has been followed.

b) they 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 at the end of the financial year and of the profit and loss of the company for that period.

c) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS REPORT

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration u/s 217(3) of the Companies Act, 1956.

AUDITORS

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Auditors of the Company retire as statutory auditors at the conclusion of this Annual General Meeting and are seeking their re-appointment. A certificate from them has been received to the effect that their re-appointment as statutory auditors, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956 and they do not suffer any disqualifications as laid down in section 226 of the act. M/s. Ajmera Ajmera & Associates, Chartered Accountants, have also confirmed that they have been subjected to the peer review process of ICAI, & they hold a valid certificate issued by the peer review Board of the ICAI.

CONSOLIDATED ACCOUNTS

In accordance with Accounting Standard AS-23 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Associates along with Auditors Report thereon is annexed to this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under section 58A of the Companies Act, 1956 and companies (Acceptance of deposits) Rules, 1975.

EMPLOYEES

Since the software development activities are carried out by the Associates of the company. The staff strength of the Company comprises of few selected highly qualified and experienced professionals who are in charge of the administration and financial management of the company. Employee relations continue to be cordial.

During the year under review ,there was no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

ACKNOWLEDGEMENTS

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Companys bankers, financial institutions, and shareholders at large and look forward to the same in greater measure in the coming years.

For & on behalf of the Board

Vikas Shukla Managing Director

Place: Mumbai Date : 3rd January, 2011

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