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Directors Report of Sterling International Enterprises Ltd.

Jun 30, 2015

The Directors have pleasure in presenting the 31st Annual Report together with the Audited Statement of Accounts of the Company for the year ended 30th June, 2015.

FINANCIAL RESULTS

( Rs, in Lacs)

Year Ended Year Ended Particulars 30-06-2015 30-06-2014

Income from Operations 156.58 128.81

Other Income 34.35 130.51

Total Income 190.93 259.31

Earnings before Depreciation, Interest & Tax 90.19 171.57

Less : Depreciation 60.27 63.43

Interest 0.00 76.01

Profit Before Tax 29.92 32.13

Provision for Taxation 7.15 9.95

Net Profit / (Loss) for the year 22.77 22.18

DIVIDEND

The Directors do not recommend any dividend for the current year with a view to conserve the resources.

OPERATIONS & FUTURE OUTLOOK

The total income of the company on standalone basis has been Rs, 190.93 lacs as compare to Rs, 259.31 lacs in the current year whereas the total income of the company on the consolidated basis has increased from Rs, 44,929.57 lacs in the previous year to Rs, 56,802.96 lacs the current year.

The Company's Substantial Investment is in the overseas subsidiaries, which are in the business of Oil related activities. The Major Income of the Company is due to the operations of the subsidiaries in Oil related activities, which are reflected in the Consolidated Financial Statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has the following four direct and indirect overseas subsidiary companies as on 30th June, 2015:

British Oil & Gas Exploration Private Limited, Mauritius (BOGEPL)

BOGEPL is 100 per cent owned subsidiary of the Company which is a Holding Company of British Oil Resources Limited.

British Oil Resources Limited, Mauritius (BORL)

BORL is 100 per cent owned subsidiary of BOGEPL and holds the entire issued share capital of SORL & GGL and 99.96 per cent of the entire issued share capital of BOGEL.

British Oil & Gas Explorations Limited, British Virgin Islands (BOGEL)

BOGEL is 99.96 per cent owned subsidiary of BORL. The Company is engaged in business of oil rigs and associated services, which involves the purchase of oil rigs and letting it on hire by deployment of rigs on oil fields for drilling.

Sterling Oil Resources Limited, British Virgin Islands (SORL)

Sterling Oil Resources Ltd is a 100 per cent subsidiary of BORL. The company is engaged in the business of oil trading and other related products.

Geodynamics Geospectra Limited, British Virgin Islands (GGL)

Geodynamics Geospectra Limited (GGL) is 100% owned subsidiary of BORL. The company provides services in the collection and interpretation of seismic data. It is capable of acquiring both two-dimensional and three-dimensional seismic data. Seismic data is collected by causing an explosion in the area beneath a shot-hole and then capturing the resulting resonance by a geophone and a telemetry system. Interpretation of the seismic data collected helps in identifying the precise points for well drilling.

During the year, the Board of Directors (the Board) reviewed the affairs of material subsidiaries. We have, in accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, the report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed Form AOC-1 is given.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of the subsidiary will be available on our website www.sterlinginternational.com. These documents will also be available for inspection during business hours at the registered office of the Company.

CHANGE IN ACCOUNTING YEAR

Our Company has financial year ends on June 30 every year. Pursuant to Section 2(41) of the Companies Act, 2013, we are required to change the financial year from June to March. Therefore our next financial statement will be prepared for a period of Nine months starting from 1st July, 2015 and ended on 31st March, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

CORPORATE GOVERNANCE

We believe Corporate Governance is at the heart of Stakeholder value creation. In pursuance of the system of Corporate Governance instituted by SEBI, forming part of the Listing Agreement with the Stock Exchange, a report thereon is separately attached to this report.

DIRECTORS

Shri Nitin Sandesara and Shri Rajbhushan Dixit, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The Board recommends re-appointment of Shri Nitin Sandesara and Shri Rajbhushan Dixit.

During the year, Shri Ramani Iyer and Shri Hitesh Patel, Directors of the Company resigned from the Board. Shri Ramani Iyer and Shri Hitesh Patel were on the Board of the company for many years. The Directors would like to place on record their sincere appreciation for their commitment and contribution made by them during their tenure on the Board.

Ms. Mayuri patel was appointed as independent director w.e.f 25th March, 2015. As per Companies Act, 2013, Independent Directors shall hold office for a term of upto five consecutive years. Ms. Mayuri Patel being eligible and offering herself for appointment is proposed to be appointed as an Independent Director for five consecutive years for a term five years from the date of this Annual General Meeting.. Ms. Mayuri patel submitted to the Board a declaration that she meets criteria of independence as provided in Section 149 (6) of the Companies Act, 2013. The Board recommends appointment of Ms. Mayuri Patel as independent director to the members.

During the year, the Board met four times.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

RELATED PARTY TRANSACTIONS

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company does not have any loan, guarantee or investments except as stated in Note No. 24 forming part of financial statements.

NOMINATION AND REMUNERATION COMMITTEE

The Board at its meeting held on May 14, 2014, Constitute Nomination & Remuneration Committee, in accordance with section 178 of the Companies Act, 2013. The functions of the Committee include recommending appointments of Directors to the Board, identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal, framing an evaluation framework for the evaluation of the performance of the Directors and the Board, evaluation of performance of every Director, recommending to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees, formulating the criteria for determining qualifications, positive attributes and independence of a Director, framing policy on Board diversity and other functions assigned by the Board.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

The Company with the approval of remuneration and Nomination Committee has put in place an evaluation framework for evaluation of the Board of Directors. The Board also carries out an evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Risk Management Committee etc.

The evaluation of the Committees is based on the assessment of the compliance with the terms of reference of the Committees. The evaluations for the Directors and the Board were done through circulation of two questionnaires, one for the Directors and the other for the Board which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

RISK MANAGEMENT COMMITTEE

The Company has also constituted Risk Management Committee to oversee the operational risk management in the Company. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management. The Committee reviews the risk management practices and actions deployed by the Management with respect to identification, impact assessment, monitoring, mitigation and reporting of key risks while trying to achieve its business objectives.

CORPORATE SOCIAL RESPONSIBILITY

The Company's vision is to be a global benchmark in value creation and corporate citizenship and the Company's long-term Corporate Social Responsibility (CSR) objective, is to improve the quality of life of the communities through long-term value creation for all stakeholders.

The Company have CSR committee consisting of Shri R. B. Dixit, Shri Ronald D'souza and Smt. Mayuri Patel. The average annual net profit for the past three years amounting to Rs, 389,875. As the committee is of the opinion that the amount of net profit is so meager that the amount required to be spent on CSR would not have any effectiveness and therefore it was decided not to spend the amount.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuance to Section 134 of the Companies Act, 2013, the directors hereby states that :

i) in the preparation of the Annual Accounts for the year ended 30th June, 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 at the end of the financial year and of the profit 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 for the year ended 30th June, 2015 on a going concern basis.

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.

FIXED DEPOSITS

The Company did not accept any deposits from the Public during the year under review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure A.

AUDITORS

Statutory Auditors

As recommended by the Audit Committee, the Board has proposed the re-appointment of M/s. H. S. Hathi & Co., Chartered Accountants as statutory auditors for the financial year from 01-07-2015 to 31-03-2016. The appointment is accordingly proposed in the Notice of the current AGM vide item no. 4 for approval by Members. There are no qualifications, reservation or adverse remarks made by the statutory auditors in the audit report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed M/s. S. Bhattbhatt & Co. a Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended June 30, 2015. The Secretarial Audit Report is annexed herewith as Annexure B. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

PERSONNEL

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given as there is no employee drawing salary in excess of prescribed limit.

INTERNAL CONTROL AND ITS ADEQUACY

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

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

In accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 the required information relating to conservation of energy, technology absorption is not required to be given as Company do not have any manufacturing activities. There is no foreign exchange earnings or outgo during the year.

ACKNOWLEDGEMENT

Your Directors appreciate the valuable co-operation extended by the Central and State Government authorities and are extremely grateful to the Financial Institutions and the Company's Bankers for their continued assistance, guidance and support. Your Directors are also grateful to the Employees, Shareholders, Customers and the General Public for their support and confidence reposed in the Management.

For and on behalf of the Board of Directors

Chetan J. Sandesara Nitin J. Sandesara

Place: Mumbai Director Director

Date: August 28, 2015 (DIN - 00255671) (DIN - 00255496)


Jun 30, 2014

To the Members,

Sterling International Enterprises Limited

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 30th June, 2014.

FINANCIAL RESULTS

(Rsin Lacs) Year Ended Year Ended Particulars 30-06-2014 30-06-2013

Income from Operations 128.81 612.85

Other Income 130.50 339.29

Total Income 259.31 952.14

Earning before Depreciation,Interest & Tax 171.57 705.71

Less : Depreciation 63.43 95.85

Interest 76.01 410.82

Profit Before Tax 32.13 199.04

Provision for Taxation 9.95 49.05

Net Profit / (Loss) for the year 22.18 149.99

DIVIDEND

The Directors do not recommend any dividend for the current year with a view to conserve the resources.

OPERATIONS & FUTURE OUTLOOK

During the year under review, operating income of the Company has reduced toRs.128.81 lacs fromRs. 612.85 lacs in the previous year. The total income, during the year under review, has been Rs. 259.31 lacs against Rs. 952.14 lacs in the previous year.

The new growth areas in oil related business like letting Oil Exploration Rigs on hire, Oil Trading, Seismic & Geology Survey etc. identified by your company and operated through overseas Subsidiaries has continued to give fruits, which are reflected in the Consolidated Financial Statements.

FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs (MCA), Government of India, vide General Circular No. 2/2011 dated February 8, 2011, has granted general exemption under Section 212 of the Companies Act, 1956, waiving the requirement to publish individual balance sheets, profit & loss accounts, directors'' reports and auditors'' reports of the subsidiaries and other documents otherwise required to be attached to the Company''saccounts.

In terms of the above exemption, the accounts of the subsidiaries have not been enclosed with the results.

SUBSIDIARY COMPANIES

The Company has the following direct and indirect overseas subsidiary companies:

British Oil & Gas Exploration Private Limited, Mauritius (BOGEPL)

BOGEPL is 100 per cent owned subsidiary of the Company which is a Holding Company of British Oil Resources Limited.

British Oil Resources Limited, Mauritius (BORL)

BORL is 100 per cent owned subsidiary of BOGEPL and holds the entire issued share capital of SORL & GGL and 99.96 percent of the entire issued share capital of BOGEL.

British Oil & Gas Explorations Limited, British Virgin Islands(BOGEL)

BOGEL is 99.96 per cent owned subsidiary of BORL. The Company is engaged in business of oil rigs and associated services, which involves the purchase of oil rigs and letting it on hire by deployment of rigs on oil fields for drilling.

Sterling Oil Resources Limited, British Virgin Islands (SORL)

Sterling Oil Resources Ltd is a 100 per cent subsidiary of BORL. The company is engaged in the business of oil trading and other related products.

Geodynamics Geospectr Limited,British Virgin Islands(GGL)

Geodynamics Geospectra Limited (GGL) is 100% owned subsidiary of BORL. The company provides services in the collection and interpretation of seismic data. It is capable of acquiring both two-dimensional and three-dimensional seismic data. Seismic data is collected by causing an explosion in the area beneath a shot-hole and then capturing the resulting resonance by a geophone and a telemetry system. Interpretation of the seismic data collected helps in identifying the precise points for well drilling.

The members may refer to the Statement under Section 212 of the Companies Act, 1956 and information on the financials of subsidiaries in this Annual Report for further information on the subsidiaries.

MANAGEMENT DISCUSSIONAND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surroundingyour company is enclosed as a part of the Annual Report.

CORPORATE GOVERNANCE

We believe Corporate Governance is at the heart of Stakeholder value creation. In pursuance of the system of Corporate Governance instituted by SEBI, forming part of the Listing Agreement with the Stock Exchange, a report thereonis separately attached tothis report.

DIRECTORS

Shri Ramani Iyer & Shri Ronald D''souza, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The Board recommends re-appointment of Shri Ramani Iyer & Shri Ronald D''souza.

DIRECTORS''R ESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act,1956, the Directors confirm:

I) That in the preparation of the Annual Accounts for the year ended 30th June, 2014, the applicable

Accounting Standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudentso as togive atrue and fair viewofthe state of affairsofthe Companyatthe end of the financial year and of the profit of the Company for the year under review;

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

iv) That the Directors have prepared the Annual Accounts for the year ended 30th June, 2014 on a ''going concern'' basis.

FIXED DEPOSITS

The Company did not accept any deposits from the Public during the year under review.

AUDITORS AND THEIR REPORT

M/s. H. S. Hathi & Co., Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and having furnished the required certificate pursuant to Section 224(1B) of the Companies Act,1956areeligible,offerthemselffor re-appointment.The Board recommends their re-appointment.

In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments.

PARTICULARSOF EMPLOYEES

The company has no employees of the category indicated under Section 217(2A) of the Companies Act, 1956, read with the Company''s (Particulars of Employees) Rules 1988 as amended.

ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company is engaged in Software activities and had no manufacturing activities during the year under review. No particulars are therefore required to be furnished in this report relating to the conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956.

During the year under review, the company has no income in foreign currency.

ACKNOWLEDGEMENT

Your Directors appreciate the valuable co-operation extended by the Central and State Government authorities and are extremely grateful to the Financial Institutions and the Company''s Bankers for their continued assistance, guidance and support. Your Directors are also grateful to the Employees, Shareholders, Customers and the General Public for their support and confidence reposed in the Management.

For and on behalf of the Board of Directors Place: Mumbai Nitin J. Sandesara Date:28th August,2014 Chairman (DIN - 00255496)


Jun 30, 2013

To the Members of Sterling International Enterprises Limited

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 30th June, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

Year Ended Year Ended Particulars 30-06-2013 30-06-2012

Operating Income 612.85 721.50

Other Income 339.29 0.71

Total Income 952.14 722.21

Earnings before Depreciation, Interest & Tax 705.71 638.84

Less : Depreciation 95.85 185.23

Interest 410.82 404.80

Profit Before Tax 199.04 48.81

Provision for Taxation 38.00 14.00

Provision for Deferred Tax 11.05 (2.60)

Net Profit / (Loss) for the year 149.99 37.41

DIVIDEND

The Directors do not recommend any dividend for the current year with a view to conserve the resources.

OPERATIONS & FUTURE OUTLOOK

During the year under review, operating income of the Company has reduced to Rs. 612.85 lacs from Rs. 721.50 lacs in the previous year. The total income, due to sale of some investments in the form of land during the year under review, has been Rs. 952.14 lacs against Rs. 722.21 lacs in the previous year.

The new growth areas in oil related business like letting Oil Exploration Rigs on hire, Oil Trading, Seismic & Geology Survey etc. identified by your company and operated through overseas Subsidiaries has continued to give fruits, which are reflected in the Consolidated Financial Statements.

SUBSIDIARY COMPANIES

The Company has the following direct and indirect overseas subsidiary companies:

British Oil & Gas Exploration Private Limited, Mauritius (BOGEPL)

BOGEPL is 100 per cent owned subsidiary of the Company which is a Holding Company of British Oil Resources Limited.

British Oil Resources Limited, Mauritius (BORL)

BORL is 100 per cent owned subsidiary of BOGEPL and holds the entire issued share capital of SORL & GGL and 99.96 per cent of the entire issued share capital of BOGEL.

British Oil & Gas Explorations Limited, British Virgin Islands (BOGEL)

BOGEL is 99.96 per cent owned subsidiary of BORL. The Company is engaged in business of oil rigs and associated services, which involves the purchase of oil rigs and letting it on hire by deployment of rigs on oil fields for drilling.

Sterling Oil Resources Limited, British Virgin Islands (SORL)

Sterling Oil Resources Ltd is a 100 per cent subsidiary of BORL. The company is engaged in the business of oil trading and other related products.

Geodynamics Geospectra Limited, British Virgin Islands (GGL)

Geodynamics Geospectra Limited (GGL) is 100% owned subsidiary of BORL. The company provides services in the collection and interpretation of seismic data. It is capable of acquiring both two-dimensional and three-dimensional seismic data. Seismic data is collected by causing an explosion in the area beneath a shot-hole and then capturing the resulting resonance by a geophone and a telemetry system. Interpretation of the seismic data collected helps in identifying the precise points for well drilling.

The members may refer to the Statement under Section 212 of the Companies Act, 1956 and information on the financials of subsidiaries in this Annual Report for further information on the subsidiaries.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

CORPORATE GOVERNANCE

We believe Corporate Governance is at the heart of Stakeholder value creation. In pursuance of the system of Corporate Governance instituted by SEBI, forming part of the Listing Agreement with the Stock Exchange, a report thereon is separately attached to this report.

DIRECTORS

Shri Nitin J. Sandesara, and Shri Chetan J. Sandesara, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The Board recommends re- appointment of Shri Nitin J. Sandesara and Shri Chetan J. Sandesara.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) That in the preparation of the Annual Accounts for the year ended 30th June, 2013, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

iv) That the Directors have prepared the Annual Accounts for the year ended 30th June, 2013 on a ''going concern'' basis.

FIXED DEPOSITS

The Company did not accept any deposits from the Public during the year under review.

AUDITORS AND THEIR REPORT

M/s. H. S. Hathi & Co., Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and having furnished the required certificate pursuant to Section 224(1B) of the Companies Act, 1956 are eligible, offer themself for re-appointment. The Board recommends their re-appointment.

In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments.

PARTICULARS OF EMPLOYEES

The company has no employees of the category indicated under Section 217(2A) of the Companies Act, 1956, read with the Company''s (Particulars of Employees) Rules 1988 as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company is engaged in Software activities and had no manufacturing activities during the year under review. No particulars are therefore required to be furnished in this report relating to the conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956.

During the year under review, the company has no income in foreign currency.

ACKNOWLEDGMENT

Your Directors appreciate the valuable co-operation extended by the Central and State Government authorities and are extremely grateful to the Financial Institutions and the Company''s Bankers for their continued assistance, guidance and support. Your Directors are also grateful to the Employees, Shareholders, Customers and the General Public for their support and confidence reposed in the Management.

For and on behalf of the Board of Directors

Place: Mumbai Nitin J. Sandesara

Date: 29th August , 2013 Chairman


Jun 30, 2011

To the Members of STERLING INTERNATIONAL ENTERPRISES LIMITED

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 30th June 2011.

FINANCIAL RESULTS

(Rs in Lacs)

Year Ended Year Ended Particulars 30-06-2011 30-06-2010

Operating Income 393.85 417.55

Earning before Depreciation & Tax 210.34 336.31

Less : Depreciation 134.05 261.06

Profit Before Tax 76.29 75.25

Extra Ordinary Item - -

Provision for Taxation 14.00 12.00

Provision for Deferred Tax 9.00 10.00

Net Profit / (Loss) for the year 53.29 53.25

Less : Prior Period Adjustments - 3.55

APPROPRIATIONS

Proposed Dividend - -

Dividend Tax - -

Transfer to General Reserve - -

Surplus Balance carried forward to Balance Sheet 53.29 49.70

DIVIDEND

The Directors do not recommend any dividend for the current year with a view to conserve the resources.

OPERATIONS & FUTURE OUTLOOK

During the year under review, operating income of the Company has decreased to Rs 393.85 lacs from Rs 417.55 lacs In the previous year. Profit After Tax for the year has marginally increased to Rs 53.29 lacs as compared to Rs 53.25 lacs in the previous year.

The new growth areas in oil related business like letting Oil Exploration Rigs on hire, Oil Trading, Seismic & Geology Survey etc. identified by your company and operated through overseas Subsidiaries has continued to give fruits, which are reflected in the Consolidated Financial Statements,

SUBSIDIARY COMPANIES

The Company has the following direct and indirect overseas subs [diary companies:

British Oil & Gas Exploration Private Limited, Mauritius (BOGEPL)

BOGEPL is 100 per cent owned subsidiary of the Company which is a Holding Company of British Oil Resources Limited,

British Oil Resources Limited, Mauritius (BORL)

BORL is 100 per cent owned subsidiary of BOGEPL and holds the entire issued share capital of SORL & GG Land 99 96 percent of the issued share capital of BOGEL.

British Oil & Gas Exploration Limited, British Virgin Islands (BOGEL)

BOGEL is 99.96 per cent owned subsidiary of BORL. The Company is engaged in business of oil rigs and associated services, which involves the purchase of oil rigs and Jetting it on hire by deployment of rigs on oilfields for drilling.

Sterling Oil Resources Limited, British Virgin islands (SORL)

Sterling Oil Resources Ltd is a 100 per cent subsidiary of BORL. The company is engaged in the business of oil trading and other related products.

Geodynamics Geospectra Limited, British Virgin Islands (GGL)

Geodynamics Geospectra Limited {GGL) is 100% owned subsidiary of BORL. The company provides services in the collection and interpretation of seismic data, it is capable of acquiring both two-dimensional and three- dimensional seismic data. Seismic data is collected by causing an explosion in the area beneath a shot-hale and then capturing the resulting resonance by a geophone and a telemetry system. Interpretation of the seismic data collected helps in identifying the precise points for well drilling.

The members may refer to the Statement under Section 212 of the Companies Act, 1956 and information on the financials of subsidiaries in this Annual Report for further information on the subsidiaries.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding you r company is enclosed as a part of the Annual Report.

CORPORATE GOVERNANCE

We believe Corporate Governance is at the heart of Stakeholder value creation. In pursuance of the system of Corporate Governance instituted by SEBI forming part of the Listing Agreement with the Stock Exchange, a report thereon is separately attached to this report.

DIRECTORS

Shri Ramani Iyer, and Shri Ronald D'Souza, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The Board recommends re-appointment of Shri Ramani Iyer, and Shri Ronald D’Souza.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) That in the preparation of the Annual Accounts for the year ended 30th June, 2011N the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

iv) That the Directors have prepared the Annual Accounts for the year ended 30th June, 2011 on a 'going concern1 basis.

FIXED DEPOSITS

The Company did not accept any deposits from the Public during the year under review.

AUDITORS AND THEIR REPORT

M/s. H. S. Hathi & Co., Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and having furnished the required certificate pursuant to Section 224(1B) of the Companies Act 1956 are Eligible for re-appointment. The Board recommends their re-appointment.

In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments.

PARTICULARS OF EMPLOYEES

The company has no employees of the category indicated under Section 217C2A) of the Companies Act 1956, read with the Company 's (Particulars of Employees) Rules, 1988, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company is engaged in Software activities and had no Manufacturing activities during the year under review. No particulars are therefore required to be furnished in this report relating to the conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956.

During the year under review, the company has no income in foreign currency.

ACKNOWLEDGMENT

Your Directors appreciate the valuable co-operation extended by the Central and State Government authorities and are extremely grateful to the Financial Institutions and the Company's Bankers for their continued assistance, guidance and support. Your Directors are also grateful to the Employees, Shareholders, Customers and the General Public for their support and confidence reposed in the Management.

For and on behalf of the Board of Directors

Place: Mumbai Nitin J. Sandesara

Date: 30th November 2011 Chairman


Jun 30, 2010

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Statement of Accounts of the Company forthe year ended 30th June, 2010.

FINANCIAL RESULTS

(Rupees in Lacs)

Year Ended Year Ended Particulars 30-06-2010 30-06-2009

Operating Income 417.55 380.70

Gross Profit 336.31 301.04

Less: Depreciation 261.06 260.84

Profit Before Tax 75.25 40.20

Extraordinary Item - -

Provision for Taxation 12.00 5.35

Provision for Deferred Tax 10.00 8.25

Net Profit / (Loss) for the year 53.25 26.60

Less: Prior Period Adjustment 3.55 - appropriations

Proposed Dividend - -

Dividend Tax - -

Transfer to General Reserve - -

Surplus Balance carried forward to Balance Sheet 49.70 26.60

DIVIDEND

The Directors do not recommend any dividend forthe currentyearwithaviewto conserve the resources.

OPERATIONS & FUTURE OUTLOOK

During the year under review, operating income of the Company has increased to Rs. 417.55 lacs from Rs. 380.70 lacs in the previous year, an increase of 9.68%. Profit After Tax for the year has also increased to Rs. 53.25 lacs as compared toRs.26.60 lacs in the previous year, an increase of 100.19%.

The new growth areas in oil related business like letting Oil Exploration Rigs on hire, Oil Trading, Seismic & Geology Survey etc. identified by your company and operated through overseas Subsidiaries has given fruits, which are reflected in the Consolidated Financial Statements.

ISSUE OF GLOBAL DEPOSITARY RECEIPTS

The Company has raised USD 175 Million by issue of 18,402,841 Global Depositary Receipts (GDRs) at an offer price of USD 9.51 per GDR equivalent to Rs. 110/- per share in the month of December 2009. The Company has completed over allotment option in the month of January 2010 and raised USD 26.25 Million by issue of 2,760,426 GDRs. Each GDR representing 4 underlying Equity Shares of Rs. 1/- each. The GDRs are listed on Luxembourg Stock Exchange and underlying equity shares are listed on Bombay Stock Exchange Limited.

SUBSIDIARY COMPANIES

The Company has the following direct and indirect overseas subsidiary companies:

British Oil & Gas Exploration Private Limited, Mauritius (BOGEPL)

BOGEPL is 100 percent owned subsidiary which is a Holding Company of British Oil Resources Limited.

British Oil Resources Limited, Mauritius (BORL)

BORL is 100 per cent owned subsidiary of BOGEPL and holds the entire issued share capital of BOGEL, SORL & GGL.

British Oil & Gas Explorations Limited, British Virgin Islands (BOGEL)

BOGEL is 100 per cent owned subsidiary of BORL. The Company is engaged in business of oil rigs and associated services, which involves the purchase of oil rigs and letting it on hire by deployment of rigs on oil fields for drilling.

Sterling Oil Resources Limited, British Virgin Islands (SORL) Sterling Oil Resources Ltd is a 100 per cent subsidiary of BORL. The company is engaged in the business of oil trading and other related products.

Geodynamics Geospectra Limited, British Virgin Islands (GGL)

Geodynamics Geospectra Limited (GGL) is 100% owned subsidiary of BORL. The company provides services in the collection and interpretation of seismic data. It is capable of acquiring both two-dimensional and three- dimensional seismic data. Seismic data is collected by causing an explosion in the area beneath a shot-hole and then capturing the resulting resonance by a geophone and a telemetry system. Interpretation of the seismic data collected helps in identifying the precise points for well drilling.

The members may refer to the Statement under Section 212 of the Companies Act, 1956 and information on the financials of subsidiaries in this Annual Report for further information on the subsidiaries.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed asapartofthe Annual Report.

CORPORATE GOVERNANCE

We believe Corporate Governance is at the heart of Stakeholder value creation. In pursuance of the system of Corporate Governance instituted by SEBI, forming part of the Listing Agreement with the Stock Exchange, a report thereon is separately attached to this report.

DIRECTORS

Shri Nitin J. Sandesara, and Shri Chetan J. Sandesara, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The Board recommend re-appointment of Shri Nitin J. Sandesara and Shri Chetan J. Sandesara.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) That in the preparation of the Annual Accounts for the year ended 30th June, 2010, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

iv) That the Directors have prepared the Annual Accounts for the year ended 30th June, 2010 on a going concernbasis.

FIXED DEPOSITS

The Company did not accept any deposits from the Public during the year under review.

AUDITORS AND THEIR REPORT

M/s. H. S. Hathi & Co., Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and having furnished the required certificate pursuant to Section 224(1 B) of the Companies Act, 1956 are eligible for re-appointment. The Board recommends their re-appointment.

In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments.

PARTICULARS OF EMPLOYEES

The company has no employees of the category indicated under Section 217(2A) of the Companies Act, 1956, read with the Companys (Particulars of Employees) Rules 1988 as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company is engaged in Software activities and had no manufacturing activities during the year under review. No particulars are therefore required to be furnished in this report relating to the conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956.

During the year under review, the company has no income in foreign currency.

ACKNOWLEDGEMENT

Your Directors appreciate the valuable co-operation extended by the Central and State Government authorities and are extremely grateful to the Financial Institutions and the Companys Bankers for their continued assistance, guidance and support. Your Directors are also grateful to the Employees, Shareholders, Customers and the General Publicfortheirsupportand confidence reposed in the Management.

For and on behalf of the Board of Directors

Place: Mumbai Nitin J. Sandesara Date: 19th November, 2010 Chairman


Jun 30, 2009

To the Members of Sterling International Enterprises Limited

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 30th June, 2009.

FINANCIAL RESULTS

(Rupees in Lacs) Year Ended Year Ended Particulars 30-06-2009 30-06-2008

Operating Income 380.70 2018.48

Gross Profit 301.04 1004.73

Less : Depreciation 260.84 368.83

Profit Before Tax 40.20 635.90

Extra Ordinary Item - -

Provision for Taxation 5.35 74.90

Provision for Deferred Tax 8.25 12.00

Net Profit / (Loss) for the year 26.60 549.00

APPROPRIATIONS

Proposed Dividend - -

Dividend Tax - -

Transfer to General Reserve - - Surplus Balance carried forward to Balance Sheet 26.60 549.00

DIVIDEND

The Directors do not recommend any dividend for the current year with a view to conserve the resources.

OPERATIONS & FUTURE OUTLOOK

During the year under review, operating income of the Company has decreased to Rs.380.70 lacs from Rs. 2018.48 lacs in the previous year. Profit After Tax for the year has also decreased to Rs.26.60 lacs as compared to Rs. 549.00 lacs in the previous year.

As intimated last year, your company has identified the new growth areas and is now operating through its overseas subsidiary companies in the new businesses like letting Oil Exploration Rigs on hire, Oil trading, Seismic & Geology Survey etc.

SUBSIDIARY COMPANIES

The Company has the following direct and indirect overseas subsidiary companies:

British Oil & Gas Exploration Private Limited, Mauritius (BOGEPL)

BOGEPL is 100 per cent owned subsidiary which is a Holding Company of British Oil Resources Limited. British Oil Resources Limited, Mauritius (BORL)

BORL is 100 per cent owned subsidiary of BOGEPL and holds the entire issued share capital of BOGEL, SORL &GGL.

British Oil & Gas Explorations Limited, British Virgin Islands (BOGEL)

BOGEL is 100 per cent owned subsidiary of BORL. The Company is engaged in business of oil rigs and associated services, which involves the purchase of oil rigs and letting it on hire by deployment of rigs on oil fields for drilling.

Sterling Oil Resources Limited, British Virgin Islands (SORL)

Sterling Oil Resources Ltd is a 100 per cent subsidiary of BORL. The company is engaged in the business of oil trading and other related products.

Geodynamics Geospectra Limited, British Virgin Islands (GGL)

Geodynamics Geospectra Limited (GGL) is 100% owned subsidiary of BORL. The company provides services in the collection and interpretation of seismic data. It is capable of acquiring both two-dimensional and three-dimensional seismic data. Seismic data is collected by causing an explosion in the area beneath a shot- hole and then capturing the resulting resonance by a geophone and a telemetry system. Interpretation of the seismic data collected helps in identifying the precise points for well drilling.

The members may refer to the Statement under Section 212 of the Companies Act, 1956 and information on the financials of subsidiaries in this Annual Report for further information on the subsidiaries.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

CORPORATE GOVERNANCE

We believe Corporate Governance is at the heart of Stakeholder value creation. In pursuance of the system of Corporate Governance instituted by SEBI, forming part of the Listing Agreement with the Stock Exchange, a report thereon is separately attached to this report.

DIRECTORS

Shri R. B. Dixit, and Shri Hitesh Patel, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The Board recommends re- appointment of Shri R. B. Dixit and Shri Hitesh Patel.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) That in the preparation of the Annual Accounts for the year ended 30th June, 2009, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

v) That the Directors have prepared the Annual Accounts for the year ended 30th June, 2009 on a 'going concern' basis.

FIXED DEPOSITS

The Company did not accept any deposits from the Public during the year under review.

AUDITORS AND THEIR REPORT

M/s. H. S. Hathi & Co., Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and having furnished the required certificate pursuant to Section 224( IB) of the Companies Act, 1956 are eligible for re-appointment. The Board recommends their re-appointment.

In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments.

PARTICULARS OF EMPLOYEES

The company has no employees of the category indicated under Section 217(2A) of the Companies Act, 1956, read with the Company's (Particulars of Employees) Rules 1988 as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company is engaged in Software activities and had no manufacturing activities during the year under review. No particulars are therefore required to be furnished in this report relating to the conservation of energy and technology absorption as required under Section 217( I) (e) of the Companies Act, 1956.

During the year under review, the company has earned income of Rs. 4,935,466 in foreign currency.

ACKNOWLEDGEMENT

Your Directors appreciate the valuable co-operation extended by the Central and State Government authorities and are extremely grateful to the Financial Institutions and the Company's Bankers for their continued assistance, guidance and support. Your Directors are also grateful to the Employees, Shareholders, Customers and the General Public for their support and confidence reposed in the Management.

For and on behalf of the Board of Directors

Place: Mumbai Nitin J.Sandesara

Date: 25th November, 2009 Chairman


Jun 30, 2008

To The Members Sterling International Enterprises Limited

(Formerly Transworld Infotech Limited)

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 30th June, 2008.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars Year Ended Year Ended 30-06-2008 30-06-2007

Operating Income 2018.48 2052.64

Gross Profit 1004.73 98784

Less : Depreciation 368.83 47765

Profit Before Tax 635.90 510.19

Extra Ordinary Item - -

Provision for Taxation 74.90 55.00

Provision for Deferred Tax 12.00 5.00

Net Profit / (Loss) for the year 549.00 450.19

APPROPRIATIONS

Proposed Dividend - -

Surplus Balance carried forward to Balance Sheet 549.00 450.19

DIVIDEND

The Directors do not recommend any dividend for the current year with a view to conserve the resources.

OPERATIONS & FUTURE OUTLOOK

During the year under review, operating income of the Company has decreased to Rs. 2018.48 lacs from Rs. 2052.64 lacs in the previous year, a decrease of 1.66%. Profit After Tax for the year is Rs. 549.00 lacs as compared to Rs. 450.19 lacs in the previous year, a increase of 21.95%.

CHANGE OF NAME OF THE COMPANY

During the year Company's name changed from "Transworld Infotech Limited" to "Sterling International Enterprises Limited" with effect from 17th January 2008.

COMMENCEMENT OF NEW BUSINESS

During the year the company has identified the new growth areas in the economy and therefore has taken the approval of the members for the commencement of new businesses like mining, hospitality, oil trading and letting on hire oil rigs, etc.

SUBSIDIARY COMPANIES

The Company has the following direct and indirect overseas subsidiary companies:

British Oil S Gas Exploration Private Limited, Mauritius (BOGEPL)

BOGEPL is 100 per cent owned subsidiary which is a Holding Company of British Oil Resources Limited.

British Oil Resources Limited, Mauritius (BORL)

BORL is 100 per cent owned subsidiary of BOGEPL and holds the entire issued share capital of BOGEL, SORL S GGL.

British Oil S Gas Explorations Limited, British Virgin Islands (BOGEL)

BOGEL is 100 per cent. owned subsidiary of BORL. The Company is engaged in business of oil rigs and associated services, which involves the purchase of oil rigs and letting it on hire by deployment of rigs on oil fields for drilling.

Sterling Oil Resources Limited, British Virgin Islands (SORL)

Sterling Oil Resources Ltd is a 100 per cent. subsidiary of BORL. The company is engaged in the business of oil related products.

Geodynamic Geospectra Limited, British Virgin Islands (GGL)

Geodynamic Geospectra Limited (GGL) is 100% owned subsidiary of BORL. The company provides services in the collection and interpretation of seismic data. It is capable of acquiring both two- dimensional and three-dimensional seismic data. Seismic data is collected by causing an explosion in the area beneath a shot-hole and then capturing the resulting resonance by a geophone and a telemetry system. Interpretation of the seismic data collected helps in identifying the precise points for well drilling.

The members may refer to the Statement under Section 212 of the Companies Act, 1956 and information on the financials of subsidiaries in this Annual Report for further information on the subsidiaries.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

CORPORATE GOVERNANCE

We believe Corporate Governance is at the heart of Stakeholder value creation. In pursuance of the system of Corporate Governance instituted by SEBI, forming part of the Listing Agreement with the Stock Exchange, a report thereon is separately attached to this report.

DIRECTORS

Shri Ramani Iyear, and Shri Ronald D'souza, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

The Board recommends re-appointment of Shri Ramani Iyer and Shri Ronald D'souza. During the year Shri Nitin J. Sandesara and Shri Chetan J. Sandesara were appointed as Additional Directors of the Company The Board recommends appointment of Shri Nitin J. Sandesara and Shri Chetan J. Sandesara.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) That in the preparation of the Annual Accounts for the year ended 30th June, 2008, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

iv) That the Directors have prepared the Annual Accounts for the year ended 30th June, 2008 on a 'going concern' basis.

FIXED DEPOSITS

The Company did not accept any deposits from the Public during the year under review.

AUDITORS AND THEIR REPORT

M/s. H. S. Hathi S Co., Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and having furnished the required certificate pursuant to Section 224(B) of the Companies Act, 1956 are eligible for re-appointment. The Board recommends their re-appointment.

In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments.

PARTICULARS OF EMPLOYEES

The company has no employees of the category indicated under Section 2I7(2A) of the Companies Act, 1956, read with the Company's (Particulars of Employees) Rules 1988 as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company is engaged in Software activities and had no manufacturing activities during the year under review. No particulars are therefore required to be furnished in this report relating to the conservation of energy and technology absorption as required under Section 217(I)(e) of the Companies Act, 1956.

During the year under review, the company has earned income of Rs. 1,33,51,678 in foreign currency ACKNOWLEDGEMENT

Your Directors appreciate the valuable co-operation extended by the Central and State Government authorities and are extremely grateful to the Financial Institutions and the Company's Bankers for their continued assistance, guidance and support. Your Directors are also grateful to the Employees, Shareholders, Customers and the General Public for their support and confidence reposed in the Management.

For and on behalf of the Board of Directors

Place: Mumbai Nitin J. Sandesara

Date:30th September, 2008 Chairman

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