Mar 31, 2014
Dear Members,
The Directors present the Annual Report together with the Audited
Statement of Accounts of the Company for the year ended March 31, 2014.
Financial Highlights
Rs. In lacs
2013- 2014 2012-2013
Revenue from operations & other income 18.43 40.72
Less Total Expenses Except Depreciation (36.67) (76.68)
Profit before Depreciation (18.23) (35.96)
Less Depreciation (5.83) (5.83)
Profit / (Loss) Before Exceptional,
Extraordinary & Prior Period Item (24.06) (41.79)
Prior-Period Expenses 1.02 -
Profit / (Loss) Before Tax (25.08) (41.79)
Less Provision for Taxation - Current Year - (0.45)
Income Tax for Earlier years (0.11) -
Add / Less Deferred Tax Assets / Liabilities 1.39 (6.72)
Profit (Loss) after Tax (23.79) (48.96)
Add Balance Profit brought forward from
previous year (53.08) (4.12)
Surplus carried to Balance Sheet (76.87) (53.08)
Operations
During the year, income of the Company from operations was Rs. 16.61
lacs as compared to Rs. 16.60 lacs during the previous year. The
Company has incurred a net loss amounting Rs. 23.79 lacs as compared to
a net loss of Rs. 48.96 lacs during the previous year.
The Management intends to continue to pursue Software and Hardware
Solutions for Office Automation, Electronic Security Systems, Embedded
and Internet Appliances. The Company continues to leverage its exiting
technologies and continues to add several new clients covering
different industry segments.
Dividend
The Directors do not recommend declaration of any dividend for the
year.
Fixed Deposits
The Company has not invited or accepted any Public Deposits during the
year.
Particulars of Employees
Particulars of employees under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended have not been furnished, as there was no employee in the
aforesaid category.
Statutory Information
Information in accordance with the provisions of section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, requiring
disclosure of particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are given in
Annexure ''A'' forming part of this Report.
Directors
Mr. Anand Raj Jain, Director of the Company retires by rotation from
the Board of Directors and being eligible, offer himself for
re-appointment.
Further, the Board of Directors of the Company is seeking appointment
of Mr. Amit Bothra, Mr. Santosh Shetty & Mr. Bharat Jain, Independent
Directors (who were appointed as Directors pursuant to the provisions
of Companies Act, 1956 with their period of office liable to
determination by retirement of directors by rotation and were
independent in terms of clause 49 of the Listing Agreement). Mr. Amit
Bothra, Mr. Santosh Shetty & Mr. Bharat Jain appointment as independent
directors in terms of section 149 and other applicable provisions of
the Companies Act, 2013, for a term of five consecutive years, from the
conclusion of this Annual General Meeting
Further, in terms of section 152 of the Act, the Board recommends for
shareholders'' approval, the period of office of Mr. J. T. D''souza
Managing Director and Ms. Punit Neb, Whole-time Director to be liable
to determination by rotation.
Related Parties
A statement of Related Party transactions pursuant to Accounting
Standard 18 forms a part of notes to accounts.
Corporate Governance Report
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance, together with a certificate from Statutory Auditors is
given in Annexure ''B'' forming part of this Report.
Management Discussion and Analysis Report
Pursuant to Clause 49 of the Listing Agreement, a Management Analysis
Report, giving segment wise performance and outlook, is given in
Annexure ''C'' forming part of this Report.
Secretarial Compliance Report
Pursuant to Section 383A(1) of the Companies Act, 1956, a copy of the
Compliance Certificate issued by a Practicing Company Secretary for the
year ended March 31, 2014 is attached herewith, forming part of this
Report.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 2000, the Directors
confirm that:
1. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed with proper explanation relating to
material departures;
2. Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true & fair view of the state of affairs of
the Company as at March 31, 2014 and of the loss of the Company for the
year;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company & for
preventing & detecting fraud & other irregularities;
4. The Annual Accounts have been prepared on a going concern basis.
Listing and Dematerealisation of Shares
The Equity Capital of the Company is listed on Bombay Stock Exchange
Ltd., Ahemdabad Stock Exchange Ltd., and The Bangalore Stock Exchange
Ltd. The Company has paid the listing fees for the year 2014-2015 to
Bombay Stock Exchange Ltd., Ahemdabad Stock Exchange Ltd. and The
Bangalore Stock Exchange Ltd.
Auditors
M/s. R Soni & Co., Chartered Accountants, the Auditors of the Company,
retire at the conclusion of this Annual Meeting and are eligible for
re-appointment. Members are requested to appoint Auditors and fix their
remuneration. The Directors take this opportunity to acknowledge with
gratitude the valuable services rendered by M/s. R Soni & Co.
Auditors'' Remarks
Further to the observations made by the Auditors for the year under
review, the Company has registered with Service Tax authorities under
the Service Tax Voluntary Compliance Encouragement Scheme 2013. Under
this scheme, the total payable Service Tax amount and interest thereon
has to be paid in two installments of which the first installment has
already been paid. The balance amount of Rs. 1,45,303/- will be paid
within the stipulated time period. The VAT amount of Rs. 49,920/- has
been paid to the relevant authorities in May 2014.
Vigil Mechanism
A vigil mechanism policy has been established for the Companys''
Directors and Employees to safeguard against victimization of persons
who use vigil mechanism and report genuine concerns.
Acknowledgments
The Directors acknowledge with gratitude the co-operation and
assistance extended to the Company by Shareholders, Employees,
Customers, Bankers, Auditors, Registrar & Share Transfer Agents and
Vendors.
For and on behalf of the Board
J. T. D''souza
Chairman & Managing Director
Mumbai, May 30, 214
Mar 31, 2013
The Directors present the Annual Report together with the Audited
Statement of Accounts of the Company for the year ended March 31, 2013.
Financial Highlights
Rs. In acs
2012 - 2013 2011 - 2012
Profit before Depreciation (35.96) 2.64
Less Depreciation (5.83) (5.83)
Profit (Loss) after Depreciation (41.79) (3.18)
Less Provision for Taxation  Current Year (0.45) (0.25)
Add Deferred Tax Assets / Liabilities (6.72) 1.27
Profit (Loss) after Tax (48.96) (2.17)
Add Balance Profit brought forward from
previous year (4.12) (1.95)
Surplus carried to Balance Sheet (53.08) (4.12)
Operations
During the year, income of the Company was Rs. 16.60 lacs as compared
to Rs. 6.37 lacs during the previous year. The Company has incurred a
net loss amounting Rs. 48.96 lacs as compared to a net loss of Rs. 2.17
lacs during the previous year.
The Management intends to continue to pursue Software and Hardware
Solutions for Office Automation, Electronic Security Systems, Embedded
and Internet Appliances. The Company continues to leverage its exiting
technologies and continues to add several new clients covering
different industry segments.
Dividend
The Directors do not recommend declaration of any dividend for the
year.
Fixed Deposits
The Company has not invited or accepted any Public Deposits during the
year.
Particulars of Employees
Particulars of employees under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended have not been furnished, as there was no employee in the
aforesaid category.
Statutory Information
Information in accordance with the provisions of section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, requiring
disclosure of particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are given in
Annexure ''A'' forming part of this Report.
Directors
Mr. Anand Raj Jain and Mr. Amit Bothra, Directors of the Company retire
by rotation from the Board of Directors and being eligible, offer
themselves for re-appointment.
During the year Mr. J. T. D''souza & Ms. Punit Neb have been
re-appointed as Managing Director & Whole-time Director respectively
w.e.f. December 1, 2012, for a period of three years.
Related Parties
A statement of Related Party transactions pursuant to Accounting
Standard 18 forms a part of notes to accounts.
Corporate Governance Report
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance, together with a certificate from Statutory Auditors is
given in Annexure ''B'' forming part of this Report.
Management Discussion and Analysis Report
Pursuant to Clause 49 of the Listing Agreement, a Management Analysis
Report, giving segment wise performance and outlook, is given in
Annexure ''C'' forming part of this Report.
Secretarial Compliance Report
Pursuant to Section 383A(1) of the Companies Act, 1956, a copy of the
Compliance Certificate issued by a Practicing Company Secretary for the
year ended March 31, 2013 is attached herewith, forming part of this
Report.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 2000, the Directors
confirm that:
1. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed with proper explanation
relating to material departures;
2. Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true & fair view of the state of affairs of
the Company as at March 31, 2013 and of the loss of the Company for the
year;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company & for
preventing & detecting fraud & other irregularities;
4. The Annual Accounts have been prepared on a going concern basis.
Listing and Dematerealisation of Shares
The Equity Capital of the Company is listed on Bombay Stock Exchange
Ltd., Ahemdabad Stock Exchange Ltd., and The Bangalore Stock Exchange
Ltd. The Company has paid the listing fees for the year 2013-2014 to
Bombay Stock Exchange Ltd., Ahemdabad Stock Exchange Ltd. and The
Bangalore Stock Exchange Ltd.
Auditors
M/s. R Soni & Co., Chartered Accountants, the Auditors of the Company,
retire at the conclusion of this Annual Meeting and are eligible for
re-appointment. Members are requested to appoint Auditors and fix their
remuneration. The Directors take this opportunity to acknowledge with
gratitude the valuable services rendered by M/s. R Soni & Co.
Auditors'' Remarks
The observations made by the Auditors for the year under review are
self-explanatory and need no further comments from the Directors.
OTS with Maharashtra State Financial Corporation [MSFC]
The Company had entered into an One-Time-Settlement [OTS] with
Maharashtra State Financial Corporation [MSFC]. The Company has paid
the complete amount as per terms of the OTS and obtained no dues letter
from MSFC.
Acknowledgments
The Directors acknowledge with gratitude the co-operation and
assistance extended to the Company by Shareholders, Employees,
Customers, Bankers, Auditors, Registrar & Share Transfer Agents,
Maharashtra State Financial Corporation and Vendors.
For and on behalf of the Board
J. T. D''souza
Chairman & Managing Director
Mumbai, May 30, 2013
Mar 31, 2012
The Directors present the Annual Report together with the Audited
Statement of Accounts of the Company for the year ended March 31st 2012.
Financial Highlights
Rs. In lacs
2011 - 2012 2010 - 2011
Profit before Depreciation 2.64 2.58
Less Depreciation (5.83) (5.83)
Profit (Loss) after Depreciation (3.18) (3.25)
Less Provision for Taxation Current Year (0.25) (0.18)
Less Provision for Taxation à Earlier Year NIL (0.18)
Add Excess Provision à Earlier Year W/B NIL 0.02
Add Deferred Tax Assets / Liabilities 1.27 1.61
Profit (Loss) after Tax (2.17) (1.98)
Add Balance Profit brought forward
from previous year (1.95) 0.03
Surplus carried to Balance Sheet (4.12) (1.95)
Operations
During the year, income of the Company was Rs. 6.37 lacs as compared to
Rs. 10.01 lacs during the previous year. The Company has incurred a
net loss amounting Rs. 2.17 lacs as compared to a net loss of Rs. 1.98
lacs during the previous year.
The Management intends to continue to pursue Software and Hardware
Solutions for Office Automation, Electronic Security Systems, Embedded
and Internet Appliances. The Telematic range of products have been
expanded and the Company has launched Server room monitoring equipment.
The Company continues to add several new clients covering different
industry segments which are expected to generate revenues. The
Company's Vehicle Asset Tracking and Delivery Systems have been well
received. Sales of the same are expected to pick-up in synchronisation
with the recovery in the gems & jewelery segment. The Company's
Biometric Security products are being pushed hard in the market. The
Company's existing systems and components like Video Conference,
Security Systems, Firewalls, Access Control Systems etc are spreading
into the market.
Dividend
The Directors do not recommend declaration of any dividend for the
year.
Fixed Deposits
The Company has not invited or accepted any Public Deposits during the
year.
Particulars of Employees
Particulars of employees under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended have not been furnished, as there was no employee in the
aforesaid category.
Statutory Information
Information in accordance with the provisions of section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, requiring
disclosure of particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are given in
Annexure 'A' forming part of this Report.
Directors
Mr. Santosh Shetty and Mr. Bharat Jain, Directors of the Company retire
by rotation from the Board of Directors and being eligiblest offer
themselves for re-appointment.
Related Parties
A statement of Related Party transactions pursuant to Accounting
Standard 18 forms a part of notes to accounts.
Directors' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Actst 2000st the Directors
confirm that:
1. In the preparation of the Annual Accountsst the applicable
accounting standards have been followed with proper explanation
relating to material departures;
2. Appropriate accounting policies have been selected and applied
consistentlyst and have made judgements and estimates that are
reasonable and prudent so as to give a true & fair view of the state of
affairs of the Company as at March 31st 2012 and of the loss of the
Company for the year;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Actst 1956 for safeguarding the assets of the Company & for
preventing & detecting fraud & other irregularities;
4. The Annual Accounts have been prepared on a going concern basis.
Corporate Governance Report
Pursuant to Clause 49 of the Listing Agreementst a Report on Corporate
Governancest together with a certificate from Statutory Auditors is
given in Annexure 'B' forming part of this Report.
Management Discussion and Analysis Report
Pursuant to Clause 49 of the Listing Agreementst a Management Analysis
Reportst giving segment wise performance and outlookst is given in
Annexure 'C' forming part of this Report.
Secretarial Compliance Report
Pursuant to Section 383A(1) of the Companies Actst 1956st a copy of the
Compliance Certificate issued by a Practicing Company Secretary for the
year ended March 31st 2012 is attached herewith, forming part of this
Report.
Listing and Dematerealisation of Shares
The Equity Capital of the Company is listed on Bombay Stock Exchange
Ltd., Ahemdabad Stock Exchange, and Bangalore Stock Exchange. The
Company has paid the listing fees for the year 2012-2013 to Bombay
Stock Exchange Ltd.
Auditors
M/s. R Soni & Co., Chartered Accountants, the Auditors of the Company,
retire at the conclusion of this Annual Meeting and are eligible for
re-appointment. Members are requested to appoint Auditors and fix their
remuneration. The Directors take this opportunity to acknowledge with
gratitude the valuable services rendered by M/s. R Soni & Co.
Auditorsà Remarks
The observations made by the Auditors for the year under review are
self-explanatory and need no further comments from the Directors.
OTS with Maharashtra State Financial Corporation [MSFC]
The Company had entered into a One-Time-Settlement [OTS] with
Maharashtra State Financial Corporation [MSFC]. The Company has paid
the complete amount as per terms of the OTS and is awaiting relevant
documents from MSFC.
Acknowledgments
The Directors acknowledge with gratitude the co-operation and
assistance extended to the Company by Shareholders, Employees,
Customers, Bankers, Auditors, Maharashtra State Financial Corporation
and Vendors.
For and on behalf of the Board
J. T. Dsouza
Chairman & Managing Director
Mumbai, May 29th 2012
Mar 31, 2011
The Directors present the Annual Report together with the Audited
Statement of Accounts of the Company for the year ended March 31, 2011.
Financial Highlights
Rs. In lacs
2010 - 2011 2009 - 2010
Profit before Depreciation 2.58 2.93
Less Depreciation (5.83) (5.74)
Profit (Loss) after Depreciation (3.25) (2.81)
Less Provision for Taxation (0.34) 0.14
Add Deferred Tax Assets / Liabilities 1.61 (0.43)
Profit (Loss) after Tax (1.98) (2.53)
Add Balance Profit brought forward
from previous year 0.03 2.55
Surplus carried to Balance Sheet (1.95) 0.03
Operations
During the year, income of the Company was Rs. 10.01 lacs as compared
to Rs. 11.44 lacs during the previous year. The Company has incurred a
net loss amounting Rs. 1.98 lacs as compared to a a net loss of Rs.
2.53 lacs during the previous year.
The Management intends to continue to pursue Software and Hardware
Solutions for Office Automation, Electronic Security Systems, Embedded
and Internet Appliances. The Telematic range of products have been
expanded and the Company has launched Server room monitoring equipment.
The Company continues to add several new clients covering different
industry segments which are expected to generate revenues. The
Company's Vehicle Asset Tracking and Delivery Systems have been well
received. Sales of the same are expected to pick-up in synchronisation
with the recovery in the gems & jewellery segment. The Company's
Biometric Security products are being pushed hard in the market. The
Company's existing systems and components like Video Conference,
Security Systems, Firewalls, Access Control Systems etc are spreading
into the market.
Dividend
The Directors do not recommend declaration of any dividend for the
year.
Fixed Deposits
The Company has not invited or accepted any Public Deposits during the
year.
Particulars of Employees
Particulars of employees under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended have not been furnished, as there was no employee in the
aforesaid category.
Statutory Information
Information in accordance with the provisions of section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, requiring
disclosure of particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are given in
Annexure 'A' forming part of this Report.
Directors
Mr. Anand Raj Jain and Mr. Amit Bothra, Directors of the Company retire
by rotation from the Board of Directors and being eligible, offer
themselves for re-appointment.
Directors' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 2000, the Directors
confirm that:
1. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed with proper explanation relating to
material departures;
2. Appropriate accounting policies have been selected and applied
consistently, and have made judgements and estimates that are
reasonable and prudent so as to give a true & fair view of the state of
affairs of the Company as at March 31, 2011 and of the loss of the
Company for the year;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company & for
preventing & detecting fraud & other irregularities;
4. The Annual Accounts have been prepared on a going concern basis.
Corporate Governance Report
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance, together with a certificate from Statutory Auditors is
given in Annexure 'B' forming part of this Report.
Management Discussion and Analysis Report
Pursuant to Clause 49 of the Listing Agreement, a Management Analysis
Report, giving segment wise performance and outlook, is given in
Annexure 'C' forming part of this Report.
Secretarial Compliance Report
Pursuant to Section 383A(1) of the Companies Act, 1956, a copy of the
Compliance Certificate issued by a Practising Company Secretary for the
year ended March 31, 2011 is attached herewith, forming part of this
Report.
Listing and Dematerialisation of Shares
The Equity Capital of the Company is listed on Bombay Stock Exchange
Ltd., Ahemdabad Stock Exchange, and Bangalore Stock Exchange. The
Company has paid the listing fees for the year 2011-2012 to Bombay
Stock Exchange Ltd.
Auditors
M/s. R Soni & Co., Chartered Accountants, the Auditors of the Company,
retire at the conclusion of this Annual Meeting and are eligible for
re-appointment. Members are requested to appoint Auditors and fix their
remuneration. The Directors take this opportunity to acknowledge with
gratitude the valuable services rendered by M/s. R Soni & Co.
Auditorsà Remarks
The observations made by the Auditors for the year under review are
self-explanatory and need no further comments from the Directors.
OTS with MSFC [MSFC]
The Company has submitted a proposal to Maharashtra State Financial
Corporation [MSFC] for one-time-settlement. Acknowledgements
The Directors acknowledge with gratitude the co-operation and
assistance extended to the Company by Shareholders, Employees,
Customers, Bankers, Auditors, Maharashtra State Financial Corporation
and Vendors.
For and on behalf of the Board
J. T. DÃsouza
Chairman & Managing Director
Mumbai, May 31, 2011
Mar 31, 2010
The Directors present the Annual Report together with the Audited
Statement of Accounts of the Company for the year ended March 31, 2010.
Financial Highlights
Rs. In lacs
2009-2010 2008-2009
Profit before Depreciation 2.93 4.24
Less Depreciation (5.74) (5.68)
Profit (Loss) after Depreciation (2.81) (1-43)
Less Provision for Taxation 0.14 0.34
Less provision for Fringe Benefit Tax 0.00 0.17
Add Deferred Tax Assets / Liabilities (0.43) (0.92)
Profit (Loss) after Tax (2.53) 0.48
Add Balance Profit brought forward from
previous year 2.55 2.07
Surplus carried to Balance Sheet 0.03 2.55
Operations
During the year, income of the Company was Rs. 11.44 lacs as compared
to Rs. 11.10 lacs during the previous year. The Company has incurred a
net loss amounting Rs. 2.53 lacs as compared to a profit of Rs. 0.48
lacs during the previous year.
The Management intends to continue to pursue Software and Hardware
Solutions for Office Automation, Electronic Security Systems, Embedded
and Internet Appliances. The Telematic range of products have been
expanded and the Company has launched Server room monitoring equipment.
The Company continues to add several new clients covering different
industry segments which are expected to generate revenues. The
Companys Vehicle Asset Tracking and Delivery Systems have been well
received. Sales of the same are expected to pick-up in synchronisation
with the recovery in the gems & jewellery segment. The Companys
Biometric Security products are being pushed hard in the market. The
Companys existing systems and components like Video Conference,
Security Systems, Firewalls, Access Control Systems etc are spreading
into the market.
Dividend
The Directors do not recommend declaration of any dividend for the
year.
Fixed Deposits
The Company has not invited or accepted any Public Deposits during the
year.
Particulars of Employees
Particulars of employees under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended have not been furnished, as there was no employee in the
aforesaid category.
Statutory Information
Information in accordance with the provisions of section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, requiring
disclosure of particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are given in
Annexure A forming part of this Report.
Directors
Mr. Santosh Shetty and Mr. Bharat Jain, Directors of the Company retire
by rotation from the Board of Directors and being eligible, offer
themselves for re-appointment.
During the year Mr. J. T. Dsouza & Ms. Punit Neb have been
re-appointed as Managing Director & Wholetime Director respectively
w.e.f. December 1, 2009, for a period of three years.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 2000, the Directors
confirm that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed with proper explanation relating to
material departures;
ii. Appropriate accounting policies have been selected and applied
consistently, and have made judgements and estimates that are
reasonable and prudent so as to give a true & fair view of the state of
affairs of the Company as at March 31, 2010 and of the loss of the
Company for the year;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company & for preventing & detecting fraud & other irregularities;
iv. The Annual Accounts have been prepared on a going concern basis.
Corporate Governance Report
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance, together with a certificate from Statutory Auditors is
given in Annexure B forming part of this Report.
Management Discussion and Analysis Report
Pursuant to Clause 49 of the Listing Agreement, a Management Analysis
Report, giving segment wise performance and outlook, is given in
Annexure C forming part of this Report.
Secretarial Compliance Report
Pursuant to Section 383A(1) of the Companies Act, 1956, a copy of the
Compliance Certificate issued by a Practising Company Secretary for the
year ended March 31, 2010 is attatched herewith, forming part of this
Report.
Listing and Dematerealisation of Shares
The Equity Capital of the Company is listed on Bombay Stock Exchange
Ltd., Ahemdabad Stock Exchange, and Bangalore Stock Exchange. The
Company has paid the listing fees for the year 2010-2011 to Bombay
Stock Exchange Ltd. On November 5, 2009, suspension of trading of the
Companys Equity Shares was revoked by Bombay Stock Exchange Ltd.
Auditors
During the year under review, Auditors to the Company M/s. Sanklecha &
Co., Chartered Accountants, have changed their organizations name to
M/s. Singhal Sanklecha & Co., Chartered Accountants.
The Board recommends the appointment of M/s. R Soni & Co., Chartered
Accountants as Auditors of the Company for whom the Company has
received a notice U/S 225 read with section 190 of the Companies Act
from a shareholder seeking their appointment in place of retiring
Auditors M/s. Singhal Sanklecha & Co., who have expressed inability to
seek the re- appointment on account of other commitments. M/s. R Soni &
Co., have confirmed that the appointment if made, shall be with the
limit of section 224 (lb) of the Companies Act. 1956.
M/s R Soni & Co. Chartered Accountants, hold office until the
conclusion of the ensuing Annual General Meeting.
The Directors take this opportunity to acknowledge with gratitude the
valuable services rendered by M/s. Singhal Sanklecha & Co. as the
Companys Auditors.
Auditors Remarks
The observations made by the Auditors for the year under review are
self-explanatory and need no further comments from the Directors.
Acknowledgements
The Directors acknowledge with gratitude the co-operation and
assistance extended to the Company by Shareholders, Employees,
Customers, Bankers, Auditors, Maharashtra State Financial Corporation
and Vendors.
For and on behalf of the Board
J. T. Dsouza
Chairman & Managing Director
Mumbai, June 30, 2010
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