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Directors Report of STG Lifecare Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Second Annual Report of the company together with the Audited Statements of Accounts for the year ended March 31, 2015.

Particulars Period Ended Year Ended 31st March, 2015 30th June, 2014 (09 Months) (15 Months)

Total Revenue 11,587/- 1,06,937/-

Total Expenditure 1,27,37,098/- 1,36,93,050/-

Profit/(Loss) for the year 1,26,16,970/- 1,26,07,664/-

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Due to steep global economic slowdown with sluggishness and recession in the domestic economy as well as due to restructuring, your company had suffered loss of Rs. 126.16 Lacs as against the loss of last year amounting Rs. 126.07 Lacs. Your Directors are hopeful of better performance in the coming year.

DIVIDEND

In view of the current year loss, your Board has decided not to recommend dividend this year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided/proposed not to transfer any fund to its reserves.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year the company has changed it name form Software Technology Group International Limited to STG Lifecare Limited. Change in name of the company did not result in change in business activities of the company.

CHANGES IN SHARE CAPITAL, IF ANY

During the Financial Year 2014-15, there is no change in Share Capital.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

According to Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014) it is required to provide disclosure regarding issue of equity shares with differential voting rights. For the Financial Year 2014-15 there is no Issue of Equity Shares with Differential Rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

According to Rule 12 (9) of Companies (Share Capital and Debenture Rules, 2014) it is required to provide disclosure regarding issue of employee stock option. This disclosure is not applicable as Company has not issue Employee Stock Options.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

According to Rule 8 (13) of Companies (Share Capital and Debenture Rules, 2014) it is required to provide disclosure regarding issue of sweat equity shares. This disclosure is not applicable as Company has not issued Sweat Equity Shares.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are No material changes / event.

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

A. Conservation of Energy

The operations of company are not energy intensive, however, energy conservation has always been given focus form point of view of cost control. Adequate measures have been taken to conserve and optimize the use of energy by using energy efficient computers and equipment with latest technologies.

(i) Building Infrastructure:

We are committed to minimizing the consumption of energy and fresh water, preserving natural habitat and reducing waste. Our Green Initiatives team focuses on developing infrastructure directed at conservation of resources.

(ii) Green Innovation:

* STG supports the ' Green Initiative' taken by the Ministry of Corporate Affairs ("MCA") and urges its shareholders to accept electronic delivery of documents as prescribed by Law and provide valuable support to the Company in conserving the environment by reducing impact of printing as it is truly said "There can be substitute for paper, not for trees"

B. Technology Absorption, Research and Development (R&D)

In its endeavors to obtain and deliver the best, your company continuously develops and adopts new technologies to aid efficient management of its resources. It has various renowned strategic alliance partners and is continuously adapting the technology through these partners.

C. Foreign Exchange Earning and Outgo

Efforts continue to enlarge the product range and geographical reach on export market in order to maximize foreign exchange inflow and every effort is being made to minimize the foreign exchange outflow.

Total Foreign Exchange Earnings on accrual basis during the period is Nil against Rs. NIL of previous period.

Total Foreign exchange Outgo on actual basis during the year amounted to NIL against Rs. NIL of previous period.

Deposits

No Deposit is accepted during the F.Y 2014-15.

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM IT HOLDING OR SUBSIDIARY

There is No receipt of any commission by MD / WTD from a Company and/or receipt of commission / remuneration from it holding or Subsidiary to be provided.

SHARES

No shares were issued during the year.

CHANGE IN NATURE OF BUSINESS:

During the year there was no change in nature of Business of the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Declaration by WTD/CFO that the Board Members and SMPs have complied with the Code of Conduct [Clause 49 II E (2) of LA]

MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this report [Annexure 1].

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

No cases filed, during the Financial Year and their disposal under the Act

FRAUD REPORTING

No frauds which have been reported to the Audit Committee / Board but not to CG have to be disclosed.

STATUTORY AUDITORS

M/s. H. K Batra & Associates, Statutory Auditor of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. They have confirmed their eligibility to the effect that their re- appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self- explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT REPORT

As the company is incurring losses for last several years therefore the company has not appointed Secretarial Auditor during the period.

EXPLANATION TO AUDITOR'S REMARKS

There is no qualification, reservation, adverse remark or disclaimer made by the statutory auditor in his report and/or by the auditor of the company.

DECLARATION BY INDEPENDENT DIRECTOR

Independent directors, in the opinion of the Board, are person of integrity and possess relevant expertise and experience and affirm to the points given u/s 149(6) of Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has a well-designed Internal Audit programme & team to review all internal systems, processes and financial controls of the Company to bring in the best industry practices, compliance with internal systems & procedures and statutory compliances. Senior management of your Company places emphasis on taking timely action on the findings and recommendations of internal audit and systems are strengthened appropriately, from time to time.

BOARD MEETINGS

During the Financial Year 2014-15, 4 (four) meetings of the Board of Directors of the company were held on 15/07/2014, 28/08/2014, 13/11/2014 and 11/02/2015.

AUDIT COMMITTEE

Audit Committee of the company consist of Mr S. M. Pathak, Mr M. C. Shrivastava and Mrs Prasanna Vaidya. Mr S. M. Pathak is the chairman of the audit committee and he is an independent director. The committee met four times during the financial year.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Yogesh Chandra Vaidya, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr Yogesh Chandra Vaidya is the whole time director, Mrs Prasanna Vaidya is woman director, Mr M. C. Shrivastava and Mr S M Pathak are independent directors. Mr Jaideep Sinha is Chief Financial Officer and Mr Sumeet Sharma is the company secretary.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

POLICY ON SELECTION OF DIRECTORS

The Company believes that an enlightened Board consciously crates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. The Board Members are expected to have adequate time and expertise and experience to contribute to effective Board Performance. Accordingly, members should limit their directorships in other company in such a way that it does not interfere with their role as directors of the Company. A director shall not serve as a director in more than 20 companies of which not more than 10 shall be public limited companies. A director shall not be a member in more than 10 committees or act as chairman of more than 5 committees across all the companies in which he holds directorships.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Company incurring huge loss from the last three preceding years and Company did not have funds to comply with Corporate Social Responsibility Policy. Whenever Company will earn profit then Board of Directors will comply with Corporate Social Responsibility Policy.

NOMINATION & REMUNERATION COMMITTEE POLICY

1. Introduction

1.1 STG Lifecare Limited recognizes the importance of aligning the business objectives with specific and measureable individual objectives and targets. The Company has therefore formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

1.1.1 Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

1.1.2 Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the Board of the Company.

3.2 "Key Managerial Personnel" means

(I) The Chief Executive Officer or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The Chief Financial Officer; and

(v) Such other officer as may be prescribed under the Companies Act, 2013

3.3 "Nomination and Remuneration Committee" means the committee constituted by STG Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

Terms of reference

To oversee the method, criteria and quantum of compensation for executive and non executive directors.

To review the recruitment of key management employees and their compensations; To formulate the initiatives leading to greater transparency and improved corporate governance.

Remuneration policy

The Company has not paid any remuneration to Directors during the year under review. Sitting fee and other incidental expenses including traveling etc. to Non- Executive Independent Director(s) for attending the Board Meetings are paid as decided by the Board of Directors from time to time.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There is no contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15.

VIGIL MECHANISM:

Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "vigil mechanism" and overseas through nominee director, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

RISK MANAGEMENT POLICY

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Reliance Management System (RMS) that governs how the Group conducts the business of the Company and manages associated risks.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

ii. 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 and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

v. Laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

vi. Devised proper systems to ensure compliance with the provisions of all applicable laws and those systems were adequate and operating effectively.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant & material orders passed by the regulators or courts or tribunal

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The company has one subsidiary company namely M/s Software Technology Group Inc. San Jose, California, USA. The report on the performance and financial position of subsidiary and salient features of the financial statement in the prescribed Form AOC-1 is annexed to this report. [Annexure -2].

ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Form MGT 9 and is attached to this Report. [Annexure 3]

BUY BACK OF SHARES:

The Company has not made any offer of Buy Back of its shares.

STOCK EXCHANGES

The equity shares of your company are listed with the National Stock Exchange of India Limited, Delhi Stock Exchange and the Bombay Stock Exchange Ltd.

SHARES UNDER COMPULSORY DEMATERIALISATION

With effect from July 24, 2000 trading in equity shares of the company at the Stock Exchange are permitted only in Dematerialized from. The Company's shares are available for trading in the depository systems, of both the National Securities Depository Services (India) Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2015, a total of 1,45,67,733 Shares of the Company stand dematerialized & this constitutes 98.18% of the holding in the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the Company in its operations in these trying times.

Your Directors would also like to take this opportunity to express their gratitude for the co-operation and support from its Bankers and other organizations like STPI, the Reserve Bank of India and other statutory bodies of the Government of India. We look forward to their continued support in the future also.

Last but not the least, we sincerely thank our shareholders for their constant support and co-operation in the difficult times.

By Order of the Board of STG Lifecare Limited

(Yogesh Vaidya) Place: Gurgaon (Director) Date: 16.05.2015 (DIN: 01185242)


Mar 31, 2012

The Directors are pleased to present the Nineteenth Annual Report of the company together with the Audited Statements of Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS:

Particulars Year Ended Period Ended Mar 31, 2012 Mar 31, 2011 (12 Months) (18 Months)

Operating Income 83.94 654.98

Gross Profit/ (Loss) after Interest But before Depreciation & Tax (131.25) 129.09

Less: Depreciation 79.76 123.29

Provision for Taxation - 13.27

Net Profit / (loss) before (211.02) (7.47)

Extra - Ordinary and prior period items

Add: Extra Ordinary items 11.28 33.29

Less: Prior Period Items 0.83 0.05

Net Profit / (loss) (200.57) 25.77

REVIEW OF OPERATIONS

Due to steep global economic slowdown with sluggishness and recession in the domestic economy, your company had suffered loss of Rs. 200.57 Lacs as against the profit of last year amounting Rs. 25.77 Lacs. Your Directors are hopeful of better performance in the coming year.

Pursuant to provisions of section 217(1)(d) of the Companies Act, 1956, there has been no material change and commitment affecting the financial position of the Company, between the end of the financial year of the Company to which the balance sheets relates and the date of this report.

DIVIDEND

In view of the current year loss, your Board has decided not to recommend dividend this year.

NEW PRODUCTS/PROJECTS: Career Path Programs:

India produces 441,000 technical graduates, nearly 2.3 million other graduates and more than 300,000 post graduates. Many of these graduates may not find suitable employment. The high unemployment of our "educated" youth and the shortage of "trained" personnel is a strange paradox. Keeping this in mind, your company has introduced "career path" training programs in engineering colleges to stem the problem of talent crunch in the market. The programs are aimed at bridging the gap between what the industry needs and what the formal education offers. The programs have been specially designed keeping in mind IT skills and competencies demanded and accepted by the fast changing IT industry.

The Programs are aimed at training the students on the practical applications of various technologies. The programs begin with training the students on a variety of related technologies and then, utilizing the learned skill-sets in working on an Industry level Project.

"Job Track Programs"

Keeping in mind the current industry trends and demands as well as the capabilities and interests of the students looking forward to enhancing their skills in a specific domain your company is launching job oriented tracks designed for fresh engineering/MCA graduates who are interested to create a niche for themselves in the IT industry.

A. Mobile Application Developer Track: Designed to kick start a career to build mobile applications through an in-depth understanding of the key concepts and techniques. The track offers training in both Android and iOS application development.

B. Enterprise Applications Developer Track: Object oriented development emphasizes the benefits of modular and reusable computer code and modeling real world objects. The modularity in object oriented systems enables structuring enterprise applications into tiers for improved scalability and to achieve a better separation of concerns. Keeping this in mind and a known need in the industry for trained engineers across tiers, separate tracks have been designed to impart detailed hands-on training. These are:

* Application Front end Developer Track

* Middle Application Developer Track

* Database Designer/Developer Track

C. Application Testing Track:

This track is designed to provide the needed skill set for an Entry level test engineer in the software industry. The track focuses on understanding Software Quality, Test Case Design, Test Execution, and Defect Reporting and a thorough understanding of automation for functional testing and defect management.

FIXED DEPOSITS

The Company has not accepted any deposit from the public, and as such there are no outstanding deposits in terms of Companies (Acceptance of Deposits) Rules, 1975.

OVERSEAS SUBSIDIARIES

The financial statements with value in Indian Rupees and other related documents of company's subsidiaries namely M/s Software Technology Group Inc. San Jose, California, USA are annexed with the Annual Accounts of your company in terms of section 212 of the Companies Act, 1956.

BUY BACK OF SHARES:

The Company has not made any offer of Buy Back of its shares.

STOCK EXCHANGES

The equity shares of your company are listed with the National Stock Exchange of India Limited, Delhi Stock Exchange and the Bombay Stock Exchange Ltd. and the company has paid listing fees to the Bombay Stock Exchange & the National Stock Exchange Ltd. for the period 2012-13.

SHARES UNDER COMPULSORY DEMATERIALISATION

With effect from July 24, 2000 trading in equity shares of the company at the Stock Exchange are permitted only in Dematerialized from. The Company's shares are available for trading in the depository systems, of both the National Securities Depository Services (India) Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2012, a total of 1,45,64,733 Shares of the Company stand dematerialized & this constitutes 98.16% of the holding in the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956; your

Directors confirm as under:

i) That in the preparation of the annual accounts, 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 financial period and of profit or loss of the company for that period.

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

iv) That the director had prepared the annual accounts on a "going concern basis"

DIRECTORATE:

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mrs. Prasanna Vaidya, Director of the Company retire by rotation and being eligible offers herself for re-appointment.

The Company has received notices from Members under Section 257 of the Companies Act, 1956, alongwith the requisite amount of deposit, signifying his intention to propose the candidature of Mr. Mahesh Chander Shrivastava for the office of Director of the Company at the ensuing Annual General Meeting. The information on the particulars of Director eligible for re-appointment/ appointment in terms of Clause 49 of the listing agreement has been provided in notes to the notice convening the annual general meeting.

AUDITORS & AUDITOR'S REPORT

M/s. Baweja & Kaul, Chartered Accountants, the existing Statutory Auditors, have expressed their unwillingness for re-appointment as Auditors of the Company on their retirement at ensuing Annual General Meeting (AGM). Based on the recommendation of the Audit Committee, the Board of Directors of the Company proposed the appointment of M/s H.K. Batra & Associates Chartered Accountants, as the Statutory Auditors of the Company at the ensuing AGM. M/s H.K. Batra & Associates, who have expressed their willingness to act as the Statutory Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (IB) of the Companies Act, 1956.

Comments on Auditor's Report:

1. Auditors' Remark: Balance confirmation and reconciliation of debtors, creditors and other parties including loans and advances and some inoperative bank accounts are subject to confirmation.

Management's Reply: The Management has already taken requisite steps to obtain these confirmations in consultation with Auditor of the Company and company has also received confirmations form different parties in due course of time.

2. Auditors' Remark: Financials of the company comply with the accounting standards referred to in sub section 211 of the act except Accounting Standard 22-Accounting for taxes on Incomes.

Management's Reply: Management has complied with the accounting standard 22. However, In view of current losses, the management has not recognized further deferred tax assets during the year as it feels that deferred tax already created would be sufficient to meet future profits. (Please refer note 13-notes to financial statements.)

3. Auditors' Remark: It has been observed by the Auditors' that there are some statutory dues pending for payment.

Management's Reply: The Company has deposited Rs. 41,81,430/- during the year out of the pending statutory dues and also planning to clear all dues shortly.

4. Auditors' Remark: The Company has accumulated losses more than 50% of its networth as at 31.03.2012.

Management Reply: The Company has suffered losses due to downfall in IT industry. But your management is continuously working towards achieving targets and is hopeful that there would be sufficient future income to cover up the accumulated losses of the company.

PARTICULARS OF EMPLOYEES

Information to be provided under section 217(2) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, is not required since there is no employee covered under these provisions.

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

The particulars required to be furnished under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars of Board of Directors) Rules, 1988 are set out in Annexure 'A', which forms an integral part of the report.

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled "Corporate Governance Report 2011-12, which forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the Company in its operations in these trying times.

Your Directors would also like to take this opportunity to express their gratitude for the co-operation and support from its Bankers viz; Standard Chartered Bank and Jammu & Kashmir Bank Limited, and other organizations like STPI, the Reserve Bank of India and other statutory bodies of the Government of India. We look forward to their continued support in the future also.

Last but not the least, we sincerely thank our shareholders for their constant support and co-operation in the difficult times.

For and on behalf of the board

Software Technology Group International Limited

Yogesh Vaidya

Place : Gurgaon Chairman & CEO

Dated : July 06, 2012 (DIN:01185252)


Mar 31, 2011

The Directors are pleased to present the Eighteenth Annual Report of the company together with the Audited Statements of Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS:

Particulars Year Ended Year Ended Mar 31, 2011 Sept 30, 2009 (18 Months) (12 Months)

Operating Income 654.98 517.32

Gross Profit after Interest

But before Depreciation & Tax 116.37 99.94

Less: Depreciation 77.08 52.16

Provision for Taxation 13.27 38.61

Net Profit / (loss) before

Extra - Ordinary items 26.02 9.17

Less : Extra Ordinary items 0.25 29.31

Net Profit / (loss) after

Extra Ordinary items 25.77 (20.14)

REVIEW OF OPERATIONS

Your Directors are pleased to inform you that the company had earned a profit of Rs. 25.77 Lacs as compared to a loss of Rs. 20.14 Lacs during the previous year. The operating income of the Company has also been increased from Rs. 654.98 Lacs to Rs. 517.32 Lacs in the previous year. Your Directors are hopeful of better performance in the coming year also.

EXTENSION OF FINANCIAL YEAR

The Registrar of Companies, NCT of Delhi & Haryana, New Delhi has granted permission for extension of financial year for 18 months u/s 210(4) of the Companies Act, 1956. Therefore, current financial year is for the period from 01/10/2009 to 31/03/2011 and there are 6 quarters in this financial year.

DIVIDEND

Keeping in view the need to conserve the Companys resources, your Board has decided to plough back the retained earnings for future requirements of the Company.

NEW PRODUCTS/PROJECTS:

Career Education in IBM Software (IBM-CEIS):

In keeping with its mission of improving employability of graduates by expanding their knowledge base STG has renewed its alliance with global technology leader IBM. As an IBM CEIS partner STG offers training across leading IT tracks. It covers the entire gamut of IBM software bands- Rational, IM, DB2, Web Sphere, Tivoli & Lotus including Project Training for engineering colleges.

Projects help students gain vital experience and skills that is required to lead in all walks of life. It not only inculcates the willingness to complete tasks, but also infuses confidence to voice opinions. While, theoretical knowledge is important to get an overview on a particular subject, it is via project a student gets to understand the subject in depth. Projects enable engagement and stimulate the curiosity to go beyond the dimensions of books and be creative. It teaches how to function together as a team, which is an important aspect in any work culture.

The world outside requires future thinkers, who have the power to execute. Projects can help a student become a part of the real world. IBM CEIS project training at STG is designed to address students career requirements. This program offers a unique hands-on learning experience, wherein students not only get an insight on the latest technology but also get the required skills needed to work in the real business environment. CEIS project empowers students with a vision to see the real world with confidence, a self belief that is essential for taking the first step towards a successful career.

Employability

It has been Indias most remarkable march that took it a long way from being perceived as a third world agricultural economy to a preferred center for technology and outsourcing services. With its mega bank of knowledge and

skills asset, India has all the necessitated tools to mould the future of the world for good. With 23% of the increase in the worlds working population waiting to happen in next five years in India, debilitating rates of attrition and the difficulty of finding qualified people can pose a serious threat to this becoming a reality. Across industry, the same lament is heard: it is hard to find qualified people, and hard to retain them. The rising wages and cost of remedial training will be felt in a few years. India produces 441,000 technical graduates, nearly 2.3 million other graduates and more than 300,000 post graduates. Many of these graduates may not find suitable employment. The high unemployment of our "educated" youth and the shortage of "trained" personnel is a strange paradox.

STG- Adayana Workskills Program

STG today is not only a mentor of IT professionals but it offers essential skills necessary for a brighter future of non IT students. STG, staying true of its mission of equipping students with skills that would help them to avail of better career opportunities has partnered with Adayana. Adayana is a leading Human Capital Development organization with its headquarters in Indianapolis, IN, USA and offices across Americas, EMEA, Asia. Adayana provides comprehensive learning services that leverage best-of-class and proprietary technologies and processes.

Employability is the skeleton of the launch of Adayanas Workforce Development, its mission- to strengthen Indian economy. The increasing scarcity of procuring the right talent first and retain it then has become a largest cause of concern and to add to woes is the alarming rate of unemployment of our educated youth and unavailability of trained personnel has caused the Government, various industry and academic bodies in India sit up and take a serious cognizance of the need to inculcate skills leading to employment among youth.

STG and Adayana recognize that in order to steer this massive change, there is a need to change traditional methods of teaching. The situation demands for imperative solutions that utilize the best global practices and provide them to our youth and leverage the power of technology to bridge gaps in a cost, time and reach effective manner.

STG -Adayana Workskills Program is an instructor led e-learning program which aims to bridge the employability skill gap in the entry level job market. Being technology-enabled it offers advantages of scale. Being holistic in outlook its ensures effectivity. The broad approach of the solution is to:

Complement formal education:

STG-Adayana Workskills Program complements formal education by adding a layer of skills and knowledge that prepare graduates for employment.The program covers effective English communication skills, basic computing skills as well as soft skills required to succeed in a work environment. The model is a refreshing contrast to programs that prepare professionals only in soft skills or a vocation stream. It provides a combination of soft skills and technical knowledge.

Blended Model of Delivery

The STG Adayana Workskills Program leverages the power of technology to address issues like scale of operations, reach and consistency of training. This makes it a viable macro-strategic approach to the preparation of a large population for employment opportunities.

The Online, Onsite model combines the advantages of Technology-based methods, with instructor-led classroom training and hands-on practice. Our delivery model is to offer these programs through universities and colleges where the students can pursue such training along with their regular education.

Novell Gold Partnership

Linux is the fastest growing operating system in the world. According to IDC, "the Linux server market has clearly shifted into high gear, with increase in growth of server shipments configured with Linux as the primary operating environment exceeding other server growth rates" Enterprises of today need an influx of Linux-trained professionals to make the most of their open source development. Todays IT students are now demanding Linux courses. Colleges across the country are responding to the challenges by offering Linux training that prepares students for the real IT world of system administrators, Java Programmers, database administrators, solution architects and data centre managers.

STG has partnered with Novell, who is no stranger in providing comprehensive training on Linux for more than 20 years. With the growing popularity of Linux, STG would benefit by generating revenue through international certification programs of Novell

FIXED DEPOSITS

The Company has not accepted any deposit from the public, and as such there are no outstanding deposits in terms of Companies (Acceptance of Deposits) Rules, 1975.

OVERSEAS SUBSIDIARIES

The financial statements with value in Indian Rupees and other related documents of companys subsidiaries namely M/s Software Technology Group Inc. San Jose, California, USA are annexed as Annexure-II with the Annual Accounts of your company in terms of section 212 of the Companies Act, 1956.

BUY BACK OF SHARES:

The Company has not made any offer of Buy Back of its shares.

STOCK EXCHANGES

The equity shares of your company are listed with the National Stock Exchange of India Limited, Delhi Stock Exchange and the Bombay Stock Exchange Ltd. and the company has paid listing fees to the Bombay Stock Exchange & the National Stock Exchange Ltd. for the period 2011-12.

SHARES UNDER COMPULSORY DEMATERIALISATION

With effect from July 24, 2000 trading in equity shares of the company at the Stock Exchange are permitted only in Dematerialized from. The Companys shares are available for trading in the depository systems, of both the National Securities Depository Services (India) Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2011, a total of 1,22,25,593 Shares of the Company stand dematerialized & this constitutes 89.90% of the holding in the Company.

REVOCATION OF SUSPENSION OF TRADING IN EQUITY SHARES BY NSE

Your Directors are pleased to inform you that the National Stock Exchange of India Limited(NSE) has revoked the suspension of trading of equity shares of the Company after satisfactory redressal of issues related to Listing Agreement. This has brought the positive outlook of Management towards the strictness in adherence of code of compliances laid down by statutory authorities and ensuring that shareholders interest on the top priority.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

The company has shifted its Registered Office w.e.f. March 31, 2010 from G- 31, Cellular House, Second Floor, Kalkaji, New Delhi-110019 to E-21, 2nd Floor, South Extension, Part-I, New Delhi-110049.

Further, for the better facilities and positioning, the Company has shifted its Registered Office from E-21, 2nd Floor, South Extension, Part-I, New Delhi- 110049 to Level 2, Elegance, Mathura Road, Jasola, New Delhi-110025 which will take effect from June 01, 2011.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956; your Directors confirm as under:

i) That in the preparation of the annual accounts, 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 financial period and of profit or loss of the company for that period.

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

iv) That the director had prepared the annual accounts on a "going concern basis"

DIRECTORATE:

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Yogesh Chandra Vaidya, Chairman & CEO of the Company retire by rotation and being eligible offers himself for re- appointment.

Dr. Sheetal Prasad Srivastava had tendered his resignation w.e.f. December 30, 2009 and Dr.M.C. Vaidya had resigned w.e.f. January 30, 2010 from the directorship of the Company.

The Board appreciated the valuable contribution made by Dr. Sheetal Prasad Srivastava and Dr. M.C. Vaidya during their tenure with the Company. The information on the particulars of Director eligible for re-appointment in terms of Clause 49 of the listing agreement has been provided in notes to the notice convening the annual general meeting.

AUDITORS & AUDITORS REPORT

The Company had appointed M/s Baweja & Kaul, Chartered Accountants, as Statutory Auditors of the Company in the Extra-Ordinary General Meeting held on January 27, 2011 in place of M/s Jain Singhal & Associates, Chartered Accountants, who had resigned as the Statutory Auditor of the Company w.e.f. December 17, 2010.

Now, M/s Baweja & Kaul, Chartered Accountants, the retiring Auditors of the company who hold office until conclusion of the Annual General Meeting, being eligible, offer themselves for re- appointment. The Company has received a certificate from them that their re-appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956. Comments on Auditors Report:

Auditors Remarks: Balance confirmation and reconciliation of debtors, creditors and other parties including loans and advances and some inoperative bank accounts are subject to confirmation.

Managements Reply: The Management has already taken requisite steps to obtain these confirmations in consultation with Auditor of the Company. Auditors Remarks: It has been observed by the Auditors that there are some statutory dues pending for payment.

Managements Reply: The Management is planning to clear all dues shortly.

PARTICULARS OF EMPLOYEES

Information to be provided under section 217(2) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, is not required since there is no employee covered under these provisions.

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

The particulars required to be furnished under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars of Board of Directors) Rules, 1988 are set out in Annexure A, which forms an integral part of the report.

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled "Corporate Governance Report 2009- 11(18 months), which forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the Company in its operations in these trying times. Your Directors would also like to take this opportunity to express their gratitude for the co-operation and support from its Bankers viz; Standard Chartered Bank and Jammu & Kashmir Bank Limited, and other organizations like STPI, the Reserve Bank of India and other statutory bodies of the Government of India. We look forward to their continued support in the future also.

Last but not the least, we sincerely thank our shareholders for their constant support and co-operation in the difficult times.

For and on behalf of the board

Software Technology Group International Limited

Yogesh Vaidya

Place : Gurgaon Chairman & CEO

Dated : May 28, 2011 (DIN:01185252)


Sep 30, 2009

The Directors are pleased to present the Annual Report of the company together with the Audited Statements of Accounts for the year ended September 30, 2009.

FINANCIAL RESULTS:

Particulars Year Ended Year Ended Sept 30,2009 Sept 30,2008 (12 Months) (12 Months)

Operating Income 517.32 2555.54

Gross Profit after Interest But before Depreciation & Tax 99.94 (1483.75)

Less: Depreciation 52.16 50.18

Provision for Taxation 38.61 (703.94) Net Profit / (loss) before

Extra - Ordinary items 9.17 (829.99)

Less: Extra Ordinary items 29.31 561.59

Net Profit / (loss) after Extra Ordinary items (20.14) (1391.58)

REVIEW OF OPERATIONS

Your Directors are pleased to inform you that the loss of the Company was reduced to Rs. 20.14 Lacs as compared to a loss of Rs. 1391.58 Lacs during the previous year. However, the operating income of the Company was reduced to Rs. 517.32 Lacs as compared to an operating income of Rs. 2555.54 Lacs in the previous year. Your Directors are hopeful of better performance in the coming year.

DIVIDEND

Due to the losses incurred during the year under review, no dividend is proposed to be declared.

FINANCE

Your Company has been continuing with the necessary working capital facilities viz. Cash Credit, Working Capital Term Loan and Bank Guarantee with the Jammu and Kashmir Bank Ltd.. However , the Companys focus will be on to meet most of the requirements through internal cash generation, besides to strive for reduction in the cost of borrowing in significant manner.

Further , as mentioned in last Report, Out of total 25,00,000 warrants issued on preferential basis during the year 2006-07. The Board of Directors at its meeting held on 3rd October, 2008, inter- alia, had allotted 11,00,000 Equity Shares of Rs. 10 /- each at a premium of Rs. 3.50 /- each upon conversion option exercised by Non- Promoter Strategic Investors in the ratio of one Equity Share for every one warrant held for whom all the due amount thereof have been received in full and same has been utilized in accordance with the objects of the issue and there has been no material variation in this regard. Consequently the subscribed/ paid up Share Capital of the Company stands enhanced by Rs 1.10 Crores to Rs. 13.60 Crores consisting of 1,36,00,000 equity Shares of Rs 10/- each during the current year.

Further , since pending consideration on 14,00,000 warrants has not been received & as such due to failure to exercise conversion option these stand cancelled as being lapsed and accordingly the deposit amount has been forfeited in terms of SEBI Guidelines as per authority conferred upon by the Members of the Company at their Extraordinary General Meeting held on 2nd March, 2007.

COST CONTROL INITIATIVES

As indicated in the previous reports, your company continues to focus on cost reduction, Procurement of materials at competitive Prices, reinforcement of financial discipline and adequate control on overhead costs on continuous basis. All these initiatives for cost control and efficiency enhancement are expected to lead to improvement and consolidation in all segments of the business in future also.

NEW PRODUCTS / PROJECTS

In keeping with market requirement STG is now repositioning itself from an IT training company to a world class education provider offering cutting edge knowledge solutions across a broad socio - economic spectrum of society, therefore being a key contributor to the knowledge economy.

STG is now bracing itself for the next generation education business opportunities being made available all across the Indian subcontinent, particularly in India.

STG recognizes the multilevel (schools, colleges, professional institutions etc) and multi level faculty (IT, Finance, English, School subjects etc.) education requirement that India Inc. seeks to provision for its growing population.

STGS EDUCATION & TRAINING SOLUTIONS FOR INSTITUTIONS/ ENTERPRISES

STG has introduced products aimed to

- Improve performance of School and College students.

- Improve employability of graduates through skills upgrade programs.

- Enhance productivity of professionals in corporate/government organizations.

STG has reinforced its capability in software development and implementation to provide new age and world class cost effective solutions to the full satisfaction of its customers including:

- Comprehensive ERP solutions to Schools and Colleges

- E-learning Solutions to Schools and Colleges

- Comprehensive IT Solutions for K-12 Schools

- Online selection, testing and recruitment solutions for Institutions and enterprises

- Complete Banking solutions for small and medium banks.

TRAINING SERVICES FOR ENTERPRISES

STG has been designing , developing and delivering unique end to end solutions to reduce the non-value added distractions from the business processes of its clients so that they can focus on their core business.

Besides, the strategic use of technology is a critical enabler for an organization to achieve its business objectives, but keeping employees IT skills current is a moving target. Technology evolves so quickly that within 3 to 5 years, 50 % of and employers skills are likely be out of date. STG addresses that skill gap with a wide ranging curriculum of IT and professional development courses designed to effectively and efficiently hone the skills of employees needed to make the most of chosen technologies and optimize mission critical projects.

TRAINING SERVICES FOR GRADUATING STUDENTS

Final Touch: Finishing School Program for Engineers

After the successful test marketing of STGs Final Touch program, designed for fresh engineering graduates, the program has been expanded to other northern states. STG has forged alliances with engineering colleges, to provide this program aimed at developing IT skills and competencies demanded and accepted most in todays workplace.

The program bridges the gap between what the IT industry needs and what formal education offers. The program is delivered both at STG Centers and on-site at institutions.

STGs SOFTWARE SOLUTIONS FOR EDUCATIONAL INSTITUTIONS

ERP for Schools , colleges , universities and Professional Institutions:

Smart Campus is STGscomprehensive, one stop ERP solution for the educational Institutions ranging from Schools to the colleges and universities, Online Educational Facilities, Distant Educational Facilities and Research Institutes.

STGs e-learning solutions for colleges & Universities: STGs

Smart Link fulfills all the learning and collaboration needs online. Smart Link, our flagship product, delivers a Collaboration Suite, a Learning Management Suite, a Content Management Suite and a Catalog Management Suite on an open, scalable and secure Web- based modular platform.

Online Selection and Recruitment System: STG SmartER is designed for use by Enterprise Organizations and institutions to facilitate the selection process for high volume recruitment based on technology.

SOLUTIONS FOR SMALL/ MEDIUM SIZED BANKS

After developing capability in banking domain and after successfully implementing Finnacle, Infosyss flagship product in leading nationalized banks, STG offers Finmate -an integrated branch automation solution for cooperative banks and micro financial institutions. STGs Total Branch Automation (TBA) is the next generation TBA that delivers unmatched business functionality and is a totally customer centric solution. The software is highly parameterized and easily configurable master. It has a security mechanism incorporated at system and application levels. The software uses three tier client server architecture with graphic User Interface in .Net and SQL 2008 backend.

FIXED DEPOSITS

The Company has not accepted any deposit from the public, and as such there are no outstanding deposits in terms of Companies (Acceptance of Deposits) Rules, 1975.

OVERSEAS SUBSIDIARIES

The financial statements with value in Indian Rupees and other related documents of companys subsidiaries namely Software Technology Group International Inc. New Jersey and Software Technology Group Inc. San Jose, California, US A are annexed with the Annual Accounts of your company in terms of section 212 of the Companies Act, 1956.

CONVERSION OF WARRANTS INTO SHARES:

Due to failure of warrants holders holding aggregate of 14 Lacs warrants, to exercise the right to convert within 18 months from the date of allotment, application money received on these warrants has been forfeited and transferred to Capital Reserve Account and balance of 11,00,000 warrants have been converted into equity shares.

BUY BACK OF SHARES:

The Company has not made any offer of Buy Back of its shares. STOCK EXCHANGES

The equity shares of your company are listed wim the Delhi Stock Exchange, the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Limited and the company has paid listing fee to the Bombay Stock Exchange & the National Stock Exchange Ltd. for the 2008-09 year. Further, the company is in process to delist its shares from the Delhi Stock Exchange Association Ltd. with effect from July 24,2000 trading in equity shares of the company at the Stock Exchange are permitted only in Dematerialized from. The Companys shares are available for trading in the depository systems, of both the National Securities Depository Services (India) Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 30th September, 2009, a total of 1,22,19,793 Shares of the Company stand dematerialized & this constitutes 89.85% of the holding in the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956 your Directors confirm as under:

i) That in the preparation of the annual accounts, 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 consistendy 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 financial period and of profit or loss of the company for that period.

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

iv) That the director had prepared the annual accounts on a "going concern basis"

DIRECTORATE:

In accordance wim the provisions of Companies Act, 1956 and the Articles of association of the Company, Mr. S. M. Pathak retire by rotation and being eligible offers himself for re-appointment.

The information on the particulars of Directors eligible for re-appointment in terms of Clause 49 of the listing agreement has been provided in notes to the notice convening the annual general meeting.

AUDITORS & AUDITORS REPORT

M/s Jain Singhal & Associates, Chartered Accountants, the retiring Auditors of the Company who hold office until conclusion of the Annual General Meeting, being eligible, offer themselves for re- appointment. The Company has received a certificate from them that their re-appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Information to be provided under section 217(2) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, is not required since there is no employee covered under these provisions.

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

The particulars required to be furnished under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars of Board of Directors) Rules, 1988 are set out in Annexure A, which forms an integral part of the report. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the contributions - made by the employees at all levels, whose continued commitment and dedication helped the Company in its operations in these trying times.

Your Directors would also like to take this opportunity to express their gratitude for the co-operation and support from its Bankers The Jammu & Kashmir Bank Limited, and other organizations like STPL, the Reserve Bank of India and other statutory bodies of the Government of India. We look forward to their continued support in the future also.

Last but not the least, we sincerely thank our shareholders for their constant support and co-operation in the difficult times.

For and on behalf of the board. Place : New Delhi YOGESH VAIDYA

Dated : 30th January , 2010 CHAIRMAN & CEO

 
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