Mar 31, 2015
Dear Members,
The directors have pleasure in presenting the 16thAnnual Report on the
business and operations of the Company together with the Audited
Statement of Accounts for the year ended March 31, 2015.
FINANCIAL HIGHLIGHTS:
The financial performance of the Company during the year ended March
31, 2015 is summarized be- low:
(Figure in Rs. lacs]
PARTICULARS Year ended Year ended
31st March, 2015 31st March, 2014
Income 176.51 335.52
Expenditure 179.73 336.48
Profit Before Tax (3.21] (0.95]
Provision For Tax - -
Profit Before Deferred Tax (3.21] (0.95]
Provision For Deferred Tax (4.90] (1.25]
Net Profit/loss After Taxation 1.68 0.30
Equity Share Capital (F.V Rs.10 394.14 394.14
each]
Reserve & Surplus 197.04 195.35
Basic Earning per Share - -
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
During the year under review, the Company has suffer an loss before tax
of Rs.3,21,808.16as compared to Loss of Rs.95,082 during the previous
year and has earned a profitafter tax (MAT] of Rs.168883.67as compared
to profit of Rs.30,810 during the previous year.
The company expects good business and returns in future.
CHANGE IN NATURE OF BUSINESS:
During the year under review, there were no changes in nature of
business of the company.
DIVIDEND:
In order to conserve the resources of the company for the good future
prospects and growth, and as the Company has suffer loss in the said
reporting period, the Board of Directors taking this view have decided
not to distributed any dividend out of the reserve of the Company and
therefore the Board of Directors of the company has not recommended any
dividend to the shareholders.
AMOUNT TRANSFERRED TO RESERVES:
There is no transfer to reserves during the financial year.
CHANGES IN SHARE CAPITAL:
There was no change in the Share Capital of the company during the
year.
* Disclosure regarding issues of equity shares with differential
rights:
The Company has not issues any equity shares with differential rights
during the year Underreview.
* Disclosure regarding issues of employee stock options:
The Company has not provided any Stock Option Scheme to the employees
during the year un- der review.
* Disclosure regarding the issues of sweat equity shares:
The Company has not issued any Sweat Equity Shares during the year
under review.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3] of
the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration] Rules, 2014 for the financial year 2014-15 has been
enclosed with this report inANNEXURE-1
NUMBER OF MEETINGS OF THE BOARD:
During the financial year 2014-15,09 (Nine]meetings of Board of
Directors of the Company were held and the intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013
(i.e., the maximum interval between any two board meeting did not
exceed 120 Days], 5 (Five] Audit Committee Meetings were convened and
held and 2 (Two] NRC committee meeting were convened and held. Details
of the Meetings (i.e., Date of the Meetings, Number of the Director
present etc] is mention in Corporate Governance Report a part of Annual
Report.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, Clause 49 of the
Listing Agreement and in line with our corporate governance guidelines,
peer evaluation of all Board members, annual performance evaluation of
its own performance, as well as the evaluation of the working of its
Committees of the Board. This evaluation is led by the Chairman of the
Board Governance, Nomination and Compensation Committee with specific
focus on the performance and effective functioning of the Board. The
evalua- tion process also considers the time spent by each of the Board
members, core competencies, personal characteristics, accomplishment of
specific responsibilities and expertise.
BOARD INDEPENDENCE:
Definition of 'Independence' of Directors is derived from Clause 49 of
the ListingAgreement with Stock Exchanges and Section 149(6] of the
Companies Act, 2013. Based on the confirmation /disclosures re- ceived
from the Directors under Section 149(7] of the Companies Act 2013 and
on evaluation of the relationships disclosed, the following
Non-Executive Directors are considered as Independent Direc- tors:-
a] Mr. Anil Kumar Gupta
b] Mr. Umesh Sharma
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF
THE COM- PANIES ACT, 2013:
During the financial year 2014-15, the company has not given any loan,
provided guarantee and made investment under section 186 of the
Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There was a contract or arrangements made with related parties with arm
length pricing as defined under Section 188 of the Companies Act, 2013
during the year under review.
INTERNAL AUDIT & CONTROLS
The Company continues to engage Mr. Ravi Agarwal as its Internal
Auditor. During the year, the Com- pany continued to implement their
suggestions and recommendations to improve the control envi- ronment.
Their scope of work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency, effectiveness
of systems and processes, and assessing the internal control strengths
in all areas. Internal Auditors findings are discussed with the process
owners and suitable corrective actions taken as per the directions of
Audit Committee on an ongoing basis to im- prove efficiency in
operations.
AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITORS:
M/s Udit Aggarwal & Associates, Chartered Accountants (Firm
Registration Number 026161N] were appointed as Statutory Auditors for a
period of 3 years in the previous Annual General Meeting subject to the
ratification in every Annual General Meeting in terms of section 139(1]
of the Companies Act, 2013. Their continuance of appointment and
payment of remuneration are to be confirmed and ap- proved in the
ensuing Annual General Meeting. The Company has received a certificate
from the above Auditors to the effect that if their appointment is
ratified, it would be in accordance with the provisions of Section 141
of the Companies Act, 2013.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appoint- ment and Remuneration of Managerial
Personnel] Rules, 2014, the Company has appointed Dharmen- dra Sharma &
Associates a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
in Form MR 3 for the Financial Year ended March 31, 2015 is annexed as
Annexure-IIIto the Report. There are no qualifications, reservations or
adverse remarks made by Secretarial Auditor in his report.
COST AUDITOR:
As per the Cost Audit Orders, Cost Audit is not applicable to the
Company's in respect of its prod- uct/services.
Explanation or comments on qualifications, reservations or adverse
remarks or disclaimers made by the statutoryauditors and the practicing
company secretary in their secretarial audit report.
There was no qualification, reservation or adverse remark made by the
Statutory Auditors&Secretarial auditor in their report for FY 2014-15.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
* During the financial year 2014-15the Company has made alteration in
existing object clause in Memorandum of Association of the Company.
Conservation of energy, technology, absorption, foreign exchange
earnings and outgo
The details ofEnergy, Technology, Absorption, Foreign Exchange Earnings
and Outgo are as under:
a) Conservation of Energy:
Steps taken for conservation NA
Steps taken for utilizing alternate sources of NA
energy
Capital investment on energy conservation NA
equipments
b) Technology Absorption:
Efforts made for technology absorption NA
Benefits derived NA
Expenditure on Research &Development, if NA
any
Details of technology imported, if any NA
Year of import NA
Whether imported technology fully ab- NA
sorbed
Areas where absorption of imported tech- NA
nology has not taken place, if any
c) Foreign Exchange Earnings/ Outgo:
Earnings Nil
Outgo Nil
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:
The Company does not have any subsidiary.
HUMAN RESOURCE DEVELOPMENT
As a member of The USG Group, your Company's human resource function is
aligned to its global HR strategy, with intent to support its business
strategy. It therefore derives robust support from the Group in areas
of recruitment, training, appraisal, compensation, managing and
rewarding perfor- mance, etc. Human Resources function ensures that all
employees are aligned to the organisation's shared values, management
principles and a high performance culture. Your Company strives to em-
brace best HR practices to become an "Employer of Choice". Your Company
aims to maintain its com- petitive edge by ensuring the right talent
for the right job. This is ensured by using multi-pronged se- lection
tools like assessment centres, personality tests and one-on-one
interviews. Our recruitment strategy centres on infusing quality talent
aligned to the values of Linde with potential to take the or-
ganisation to a higher level of performance. Social networking sites
are actively used - both as a source of candidate database and also as
a platform to create strong employer brand.
RISK MANAGEMENT POLICY:
The management has taken all necessary steps to identify the elements
of risks, if any. The manage- ment has implemented an effective and
meaningful system to safeguard the assets of the company.
The Board has to review the business plan at regular intervals and
develop the Risk Management Strategy which shall encompass laying down
guiding principles on proactive planning for identifying, analyzing and
mitigating all the material risks, both external and internal viz.
Environmental, Business, Operational, Financial and others.
Communication of Risk Management Strategy to various levels of
management for effective implementation is essential for achieving the
goals of the organization.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment
Mr. Servesh Gupta, Director retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer themselves for
reappointment.
During the year, Ms. Nirmal Garg has been appointed as an Independent
Directors for term of 5 years with effect from 31.03.2015.
Also, Mr. Prem Sharma has been appointed as Chief Financial Officer of
the Company with effect from 01st December,2014respectively.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197 of the Companies Act, 2013
read with Rule, 5 of The Compa- nies (Appointment and Remuneration of
Managerial Personnel] Rules, 2014, none of the Company's Employees who
were in receipt of a remuneration not less than Rs. 60Lacs during the
financial year; or the employee receipt of the remuneration for any
part of that year , at a rate which, in aggregate, was notless was Rs.5
lacs per month and hence no particulars are required to be disclosed in
this report.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remune- ration Policy is
stated in the Corporate Governance Report.
Managerial Remuneration:
During the financial year the Company has paid remuneration amounting
to Rs. 100,000/- (One Lacs only] to Mr.Servesh Gupta Whole Time
Director of the company.
Receipt of any commission by Managing director / whole time director
from a company or for receipt of commission / remuneration from it
holding or subsidiary
During the financial year the Managing director/ whole time director
has not received any commission from the Company, its holding or
subsidiary Companies.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL:
During the financial year no order has been passed by the authorities
which impacts the going concern status and company's operations in
future.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The management has taken all necessary steps to plug the internal
control weaknesses. The manage- ment has implemented an effective and
meaningful system in place to safeguard the assets of the com- pany.
DEPOSITS:
The Company has not accepted any deposits from public and as such, no
amount on account of princip- al or interest on public deposits was
outstanding as on the date of the balance sheet.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
As per the Companies Act, 2013, companies having net worth of Rs. 500
crore or more, or turnover of Rs. 1000 crore or more or net profit of
Rs. 5 crore or more during any financial year are required to
constitute a Corporate Social Responsibility (CSR] Committee of the
Board of Directors comprising three or more directors, at least one of
whom should be an independent director and such company shall spend at
least 2% of the average net profit of the company's three immediately
preceding finan- cial years.
During the financial year 2014-15 the Company has not crossed the
threshold limit for the Corporate Social Responsibility Committee as
required under the Section 135 of the Companies Act, 2013 (as de- fined
above]. So the company has not constituted the CSR committee and not
done any activities de- fined under Schedule VII of the Companies Act,
2013.
COMMITTEES OF THE BOARD:
(a) Audit Committee
The Audit Committee continued working under Chairmanship of Shri Anil
Kumar Gupta with Shri Ser- vesh Gupta and Shri Umesh Sharma as
co-members. During the year, the sub-committee met onSix oc- casions
with full attendance of all the members.
The Committee is governed by a Charter which is in line with the
regulatory requirements mandated by the Companies Act, 2013 and Clause
49 of the Listing Agreement. Some of the important functions performed
by the Committee are:
Financial Reporting and Related Processes
* Oversight of the Company's financial reporting process and financial
information submitted to the Stock Exchanges, regulatory authorities or
the public.
* Reviewing with the Management the quarterly unaudited financial
statements and the Audi- tors' Limited Review Report thereon/audited
annual financial statements and Auditors' Report thereon before
submission to the Board for approval. This would, inter alia, include
reviewing changes in the accounting policies and reasons for the same,
major accounting estimates based on exercise of judgement by the
Management, significant adjustments made in the financial statements
and / or recommendation, if any, made by the Statutory Auditors in this
regard.
* Review the Management Discussion & Analysis of financial and
operational performance.
* Discuss with the Statutory Auditors its judgement about the quality
and appropriateness of the Company's accounting principles with
reference to the Generally Accepted Accounting Princi- ples in India
(IGAAP].
* Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification
for appointment on the Committee and possess sound knowledge of
finance, accounting practices and internal controls.
During the year under review, the Audit Committee held a separate
meeting with the Statutory Audi- tors and the Chief Internal Auditor to
get their inputs on significant matters relating to their areas of
audit.
(b) Remuneration Committee
In compliance with Section 178 of the Companies Act, 2013, the Board
has renamed the existing "Re- muneration Committee" as the "Nomination
and Remuneration Committee".
(C) Risk Management Committee
Business Risk Evaluation and Management is an on-going process within
the Organization. The Com- pany has a robust risk management framework
to identify, monitor and minimize risks as also identify business
opportunities.
The objectives and scope of the Risk Management Committee broadly
comprises:
* Oversight of risk management performed by the executive management;
* Reviewing the BRM policy and framework in line with local legal
requirements and SEBI guide- lines;
* Reviewing risks and evaluate treatment including initiating
mitigation actions and ownership as per a pre-defined cycle;
Defining framework for identification, assessment, monitoring,
mitigation and reporting of risks.
(D) Stakeholders' Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act,
2013 and the Listing Agree- ment, the Board has renamed the existing
"Shareholders'/Investors' Grievance Committee" as the "Stakeholders'
Relationship Committee".
The terms of reference of the Committee are:
* transfer/transmission of shares/debentures and such other securities
as may be issued by the Company from time to time;
* issue of duplicate share certificates for shares/debentures and other
securities reported lost, defaced or destroyed, as per the laid down
procedure;
* issue new certificates against subdivision of shares, renewal, split
or consolidation of share cer- tificates / certificates relating to
other securities;
* issue and allot right shares / bonus shares pursuant to a Rights
Issue / Bonus Issue made by the Company, subject to such approvals as
may be required;
* to grant Employee Stock Options pursuant to approved Employees' Stock
Option Scheme(s], if any, and to allot shares pursuant to options
exercised;
* to issue and allot debentures, bonds and other securities, subject to
such approvals as may be required;
* to approve and monitor dematerialization of shares / debentures /
other securities and all matters incidental or related thereto;
* to authorize the Company Secretary and Head Compliance / other
Officers of the Share De- partment to attend to matters relating to
non-receipt of annual reports, notices, non-receipt of declared
dividend / interest, change of address for correspondence etc. and to
monitor action taken;
* monitoring expeditious redressal of investors / stakeholders
grievances;
* all other matters incidental or related to shares, debenture.
(f) Independent Directors' Meeting
During the year under review, the Independent Directors met on
31.03.2015 inter alia, to discuss:
* Evaluation of the performance of Non-independent Directors and the
Board of Directors as a whole.
* Evaluation of the performance of the chairman of the Company, taking
into account the views of the Executive and Non-executive directors.
* Evaluation of the quality, content and timelines of flow of
information between the Manage- ment and the Board that is necessary
for the Board to effectively and reasonably perform its duties.
* All the Independent Directors were present at the Meeting.
NOMINATION & REMUNERATION COMMITTEE POLICY:
The provisions of Section 178(1] relating to constitution of Nomination
and Remuneration Committee. The committee frames the policy to
translate the following business:
* Succession planning of the Board of Directors and Senior Management
Employees;
* Identifying and selection of candidates for appointment as Directors
/ Independent Directors based on certain laid down criteria;
* Identifying potential individuals for appointment as Key Managerial
Personnel and to other Senior Management positions;
* Formulate and review from time to time the policy for selection and
appointment of Directors, Key Managerial Personnel and senior
management employees and their remuneration;
Review the performance of the Board of Directors and Senior Management
Employees based on cer- tain criteria as approved by the Board.
DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:
The provisions of Section 177 subsection 10 of the Companies Act, 2013
read with Rule 6 and 7 of the Companies (Meetings of the Board and its
Powers] Rules, 2013 is not applicable to the Company.
CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on corporate governance practices followed by your
Company, together with a certificate from Mr. Udit Aggarwal, Chartered
Accountants on compliance with Clause 49 of the Listing Agreement with
Indian Stock Exchanges. This certificate is given in Annual Report in
Annexure IV
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report on Company's
performance - industry trends and other material changes with respect
to the Company and its subsidiaries, wherever applicable, are pre-
sented in this Annual Report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PRO- HIBITION &REDRESSAL) ACT, 2013:
The Company has adequate system for prevention of Sexual Harassment of
Women at workplace and has set up cell for the same. During the year
Company has not received any complaint ofharassment.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5] of the Companies
Act 2013, your directors confirm that:
a] in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
b] the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2015 and of the profit /loss of the
Compa- ny for that period;
c] 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 as- sets of
the company and for preventing and detecting fraud and other
irregularities;
d] the directors had prepared the annual accounts on a going concern
basis;
e] As required under Section 134(5](f] of the Companies Act, 2013, and
according to the informa- tion and explanations presented to us, based
on the review done by the Audit/Risk and Com- pliance Committee and as
recommended by it, we, the Board of Directors, hereby, state that
adequate systems and processes, commensurate with the size of the
Company and the nature of its business, have been put in place by the
Company, to ensure compliance with the provi- sions of all applicable
laws as per the Company's Global Statutory Compliance Policy and that
such systems and processes are operating effectively.
f] the directors had devised proper systems to ensure compliance with
the provisions of all appli- cable laws and that such systems were
adequate and operating effectively.
ACKNOWLEDGEMENT:
The Board place on record their appreciations of the whole hearted and
sincere co-operation received by the Company during the year from the
employees, customers/ clients, bankers and various Gov- ernment
authorities at all levels.
For and on behalf of the Board of Directors of
USG Tech Solutions Limited
Sd/- Sd/-
Servesh Gupta Satish Kumar Gupta
Whole Time Director Director
DIN-01451093 DIN-01451050
Address:4A/1,RAJ NARAIN ROAD, CIVIL Address : 4A/1,RAJ NARAIN ROAD,
CIVIL
LINES, DELHI, 110054, Delhi, INDIA LINES, DELHI, 110054, Delhi,
INDIA
Date: 04/09/2015
Place: Noida
Mar 31, 2014
Dear Members,
The Directors are delighted to present the 15th Annual Report on the
business and operations for the Financial Year ended 31st March, 2014:
Financial & Operational Highlights : (Rs. In Lacs)
PARTICULARS Year ended Year ended
31st March, 2014 31st March, 2013
Income 335.52 644.88
Expenditure 336.48 640.02
Profit Before Tax -0.95 4.86
Provision For Tax - 0.72
Profit Before Deferred Tax -0.95 4.14
Provision For Deferred Tax -1.35 0.78
Net Profit/loss After Taxation 0.40 3.36
Equity Share Capital (F.V Rs.10 each) 394.14 339.64
Reserve & Surplus 195.44 194.67
Basic Earning per Share - 0.01
Year in Retrospect
During the year under review, the Company''s Gross turnover reduced
marginally from 644.88 Lacs previous year to 335.52 Lacs current year.
The Current years working resulted into a profit of Rs 0.40 Lacs has
compared to Rs 3.36 Lacs profit in the immediately preceding previous
year. Your Directors are putting in their best efforts to improve the
performance of the Company.
Material Changes etc.
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the Company have
occurred between the end of the financial year of the Company 31st
March, 2014 and the date of this Report.
Dividend
In view of loss suffered by the Company, your Directors regret their
inability to recommend any dividend.
Public Deposits
During the year under report, your Company did not accept any deposits
from the public in terms of the provisions of section 58A & 58AA of the
Companies Act, 1956.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
a. Conservation of Energy & Technology Absorption: Since the Company is
not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant
to its functioning.
b. Export Activities: During the year under review, the Company has
undertaken Offshore activities for software customization.
c. Foreign Exchange Earnings and Outgo : (Rs. In Lacs)
Particulars 2013-14 2012-13
Total Foreign Exchange earnings NIL 168.02
lotal Foreign Exchange outgo NIL 58/.14
Particulars of Employees
During the financial year under review, none of the Company''s employees
was in receipt of remuneration as prescribed under section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Directors
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Satish Kumar Gupta,
Director of the Company, retires by rotation and being eligible, seeks
re-appointment.
Brief details of the Directors seeking appointment/re-appointment as
stipulated under Clauses 49 of the Listing Agreement with the stock
exchange is enclosed with the Notice.
During the year under review Mr Umesh Bhat, Director of the Company has
resigned from the Board w.e.f. 18th February, 2014.
Auditors
M/s PVR-N & Co., Chartered Accountants have expressed their
unwillingness for re appointment and they have to vacate their office
at the conclusion of this meeting. In the meanwhile the Company
received a notice from a shareholder along with a letter u/s 224 of the
Companies Act, 1956 informing the eligibility signifying his intention
to appoint M/ s Udit Aggarwal & Associates, chartered accountant to
fill the casual vacancy in the forthcoming Annual General Meeting. The
appointment of auditors in place of existing auditor of the company
requires the approval of General Meeting by way of ordinary resolution.
Auditors'' Report
Comments made by the Statutory Auditors in the Auditors'' Report are
self-explanatory and do not require any further clarification.
Directors'' Responsibility Statement
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors'' Report thereon, your Directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed;
b. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31 st March, 2014 and of the loss of the Company
for the year ended on that date;
c. the Directors have 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
d. the Directors have prepared the Annual Accounts on a going concern
basis.
Corporate Governance
The Company is committed to adopt the best practices in Corporate
Governance, which is guided by the principles of conducting the
business in a responsible, transparent and ethical manner so as to
protect the interest of all stakeholders. As per Clause 49 of the
Listing Agreement, a separate Section on Corporate Governance forms
part of the Annual Report.
A certificate from Statutory Auditors with regard to the compliance of
the Corporate Governance, as stipulated under Clause 49 of the Listing
Agreement, is also annexed to this Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges are presented in a separate section forming part of the
Annual Report.
Listing
The Equity Shares of the Company are listed at the Bombay Stock
Exchange Limited and The Calcutta Stock Exchange Association Ltd. The
Listing fees for the financial year 2014-15 have been paid to the
Bombay Stock Exchange Limited.
Acknowledgment
Your Directors express their appreciation of sincere co-operation and
assistance of Sate & Central Govt. authorities, bankers, customers and
suppliers as well as all of the Company''s employees & Shareholders of
the Company.
By Order of the Board
USG Tech Solutions Limited
Sd/- Sd/-
Noida, 29th August, 2014 Satish Kumar Gupta Servesh Gupta
Director Director
Mar 31, 2013
Dear Members,
The Directors are delighted to present the 14th Annual Report on the
business and operations for the Financial Year ended 31st March, 2013:
Financial & Operational Highlights :
(Rs. In Lacs)
PARTICULARS Year ended Year ended
31st March, 2013 31st March, 2012
Income 644.88 2029.57
Expenditure 640.02 1983.03
Profit Before Tax 4.86 46.54
Provision For Tax 0.72 13.69
Profit Before Deferred Tax 4.14 32.85
Provision For Deferred Tax 0.78 6.07
Net Profit After Taxation 3.36 26.78
Equity Share Capital
(F.V Rs.10 each) 339.64 305.00
Reserve & Surplus 194.67 191.68
Basic Earning per Share 0.01 0.09
Year in Retrospect
During the year under review, the Company''s Gross turnover reduced
marginally from 2029.57 Lacs previous year to 644.88 Lacs current year.
The Current years working resulted into a profit of Rs 3.36 Lacs as
compared to Rs 26.78 Lacs in the immediately preceding previous year.
Your Directors are putting in their best efforts to improve the
performance of the Company.
Material Changes etc.
The Board of Directors in their meeting held on 1st April, 2013
allotted 54,50,000 fully paid Equity Shares of Rs 10/ - (Rupees Te n
only) each to various strategic investors on the conversion of
Warrants, also allotted 34,63,410 fully paid equity shares to M/s RIS
Group Ltd, by way of preferential allotment at their meeting held on
20th November, 2012.
Dividend
In order to strengthen the fundamentals of the Company, your Directors
decided that it would be prudent to plough back the profits of the
Company and accordingly the Board has not recommended any dividend for
the year under review.
Public Deposits
During the year under report, your Company did not accept any deposits
from the public in terms of the provisions of section 58A & 58AA of the
Companies Act, 1956.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
a. Conservation of Energy & Technology Absorption: Since the Company is
not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant
to its functioning.
b. Export Activities: During the year under review, the Company has
undertaken Offshore activities for software customization.
Particulars of Employees
During the financial year under review, none of the Company''s employees
was in receipt of remuneration as prescribed under section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Directors
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Anil Kumar Gupta & Mr.
Umesh Sharma, Directors of the Company, retires by rotation and being
eligible, seeks re- appointment.
Brief details of the Directors seeking appointment/re-appointment as
stipulated under Clause 49 of the Listing Agreement with the stock
exchange is enclosed with the Notice.
During the year under review Mr Prem Gupta, Managing Director of the
Company has resigned from the Board w.e.f. 6th May, 2013
Auditors
M/s PVR-N & Co., Chartered Accountants, Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. A
certificate under section 224(1) of the Companies Act, 1956 regarding
their eligibility for the proposed re-appointment has been obtained
from them. Your Directors recommend their re-appointment.
Auditors'' Report
Comments made by the Statutory Auditors in the Auditors'' Report are
self-explanatory and do not require any further clarification
Directors'' Responsibility Statement
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors'' Report thereon, your Directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed;
b. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2013 and of the profit of the Company
for the year ended on that date;
c. the Directors have 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
d. the Directors have prepared the Annual Accounts on a going concern
basis.
Corporate Governance
The Company is committed to adopt the best practices in Corporate
Governance, which is guided by the principles of conducting the
business in a responsible, transparent and ethical manner so as to
protect the interest of all stakeholders. As per Clause 49 of the
Listing Agreement, a separate Section on Corporate Governance forms
part of the Annual Report.
A certificate from Statutory Auditors with regard to the compliance of
the Corporate Governance, as stipulated under Clause 49 of the Listing
Agreement, is also annexed to this Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges are presented in a separate section forming part of the
Annual Report.
Listing
The Equity Shares of the Company are listed at the Bombay Stock
Exchange Limited and The Calcutta Stock Exchange Association Ltd. The
Listing fees for the financial year 2013-14 have been paid to the
Bombay Stock Exchange Limited.
Acknowledgment
Your Directors take this opportunity to place on record their sincere
appreciation for the co-operation and assistance the Company has
received from Banks and various Government Departments. The Board also
places on record its appreciation of the devoted services of the
employees; support and co-operation extended by the valued business
associates and the continuous patronage of the customers of the
Company.
By Order of the Board
USG Tech Solutions Limited
Sd/- Sd/-
Noida, 27th August, 2013 Satish Kumar Gupta Servesh Gupta
Director Director
Mar 31, 2012
The Directors are delighted to present the Thirteen Annual Report on
the business and operations for the Financial Year ended 31st March,
2012:
Financial & Operational Highlights: (Rs. In Lacs)
Particulars Year ended Year ended
31st March, 2012 31st March, 2011
Income 2029.57 2408.96
Expenditure 1983.03 2342.17
Profit Before Tax 46.54 66.80
Provision For Tax 13.69 25.42
Profit Before Deferred Tax 32.85 41.38
Provision For Deferred Tax 6.07 (4.77)
Net Profit After Taxation 26.78 46.15
Equity Share Capital 305.00 975.39
(F.V Rs. 10 each)
Reserve & Surplus 191.68 164.89
Basic Earning per Share 0.09 0.47
During the year under review, the CompanyÃs Gross turnover reduced
marginally from 2408.96 Lacs previous year to 2029.59 Lacs current
year. The main reason for fall in turnover is devotion of CompanyÃs all
resources toward development software which resulted into drop in
turnover. The Current years working resulted into a profit of Rs. 26.78
Lacs has compared to Rs. 46.15 Lacs in the immediately preceding
previous year. However, your Directors are hopeful that in the coming
years, the Company will definitely perform up to the mark and retain
the stakeholders' value.
Change in Name of the Company
During the period under review US Group had promoted the expansion
programme of the Company and therefore the name of the Company has been
changed USG Tech Solutions Limited w.e.f 17th August, 2011 to gain the
brand image of USG.
Change in Control over the Management
During the period under review, pursuant to the provisions of
Regulation 12 of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997,
the Change in control of the Management and affairs of your company was
absolutely transferred to Mr. Satish Kumar Gupta and Mr. Servesh Gupta.
Change in Capital Structure
The Authorised Capital of the Company was increased form 30,00,00,000/-
(Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores)
Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 43,00,00,000/-
(Rupees Fourty Three Crores only) divided into 4,30,00,000 (Four Crores
Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to
accommodate the Further Issue of Convertible Warrants/Resultant Equity
Shares of 3,19,50,000 (Three Crores and Ninteen Lakh Fifty thousand)
vide Resolution passed through 12th Annual General Meeting dated 8th
August, 2011.
The Board of Directors in their meeting held on 4th February, 2012
allotted 1,98,50,000 fully paid Equity Shares of Rs. 10/- (Rupees Ten
only) each to various strategic investors on the conversion of
Warrants.
Shifting of Registered Office:
The registered office is shifted from I-405, 4th Floor, Divyashakti
Apartment, Ameerpet, Hyderabad - 500016 to H.No. 1/95/1/5- 6 2nd Floor
Guttala Begumpet near Kavuri Hills Phase 2 Madhapur Hyderabad - 500081
w.e.f 14th August, 2012.
Dividend:
In order to strengthen the fundamentals of the Company , your Directors
decided that it would be prudent to plough back the profits of the
Company and accordingly the Board has not recommended any dividend for
the year under review.
Public Deposits:
The Company has not invited/accepted any public deposits under section
58A & 58AA of the Companies Act, 1956 during the year ended on 31st
March, 2012.
Directors:
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. UmeshBhat & Mr.
Satish Kumar Gupta Directors of the Company, retires by rotation and
being eligible, seeks re-appointment.
Pursuant to the provisions of Section 260 of the Companies Act, 1956
and Articles of Association of the Company, Mr. Anil Kumar Gupta, Mr.
Umesh Sharma and Mr. Vickram Jaidka were appointed as Additional
Director of the Company w.e.f. 11th November, 2011, 9th July, 2012,
14th August, 2012 respectively and shall hold office till the date of
the ensuing Annual General Meeting. Your Company has received notices
in writing proposing their candidature along with the requisite deposit
pursuant to the provisions of Section 257 of the Companies Act, 1956.
Brief details of the Directors seeking appointment/re-appointment as
stipulated under Clauses 49 of the Listing Agreement with the stock
exchange is enclosed with the Notice.
Disclosure under Section 217(1) (d) of the Companies act, 1956:
Except as disclosed elsewhere in the report, there have been no
material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year
of the Company and the date of this report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The particulars as required under Section 217(1)(e) of the Act read
with Companies'(Disclosures of Particulars in the Report of the Board
of Directors) Rules, 1988 regarding Conservation of Energy and
Technology Absorption have not been furnished considering the nature of
activities undertaken by the Company during the year under review.
Further there was no Foreign Exchange earnings but incurred expenses of
AUS Dollar 3550 equivalent to Rs. 1,92,911 towards foreign trip of
staff for training program in Australia during the Financial Year
2011-2012.
Particulars of Employees:
None of the Employees of the Company was in receipt of remuneration,
which was more than the limits as prescribed under Section 217(2A) of
the Companies Act, 1956 read with the Companies ( Particulars of
Employees ) Rules, 1975 as amended by Companies ( Particulars of
Employees ) Rules, 2011 and hence no particulars are required to be
disclosed in this Report.
Directors' Responsibility Statement:
In the terms of provision of Section 217(2AA) of the Companies Act,
1956, your Directors confirm that:
a. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures wherever applicable;
b. We have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2012, and of the Profits of the Company
for the year ended on that date;
c. We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe-guarding the assets of the company and for
preventing and detecting fraud and other irregularities; and
d. We have prepared the annual accounts on a 'going concern' basis.
Statutory Auditors:
M/s PVR-N & Co., Chartered Accountants, retires as Statutory Auditors
of the Company at the conclusion of the ensuring Annual General Meeting
and being eligible, offers themselves for reappointment.
The Company has received a certificate from the Auditors to the effect
that their re-appointment if made would be in the limits prescribed
under the Section 224(1B) of the Companies Act, 1956.
Auditors' Report:
The comments made by the Statutory Auditors in the Auditors' Report
together with the Notes on Accounts are self-explanatory and hence, do
not require any further explanation/clarification.
Corporate Governance:
The Company is committed to adopt the best practices in Corporate
Governance, which is guided by the principles of conducting the
business in a responsible, transparent and ethical manner so as to
protect the interest of all stakeholders. As per Clause 49 of the
Listing Agreement, a separate Section on Corporate Governance forms
part of the Annual Report.
A certificate from Statutory Auditors with regard to the compliance of
the Corporate Governance, as stipulated under Clause 49 of the Listing
Agreement, is also annexed to this Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges are presented in a separate section forming part of the
Annual Report.
Listing:
The Equity Shares of the Company are listed at the Bombay Stock
Exchange Limited and The Calcutta Stock Exchange Association Ltd. The
Listing fees for the financial year 2012-13 have been paid to the
Bombay Stock Exchange Limited.
Listing of Equity Shares on BSE
The BSE vide Notice dated 13th December, 2011 granted final listing and
trading approval for Reissue of 8,96,882 Equity Shares of Rs. 10/-
each, which were earlier forfeited by the company due to non-payment of
allotment/call monies to Mr. Servesh Gupta Promoter Director of the
Company.
The BSE vide Notice dated 23rd May, 2012 granted final listing and
trading approval for 1,98,50,000 equity shares of Rs. 10/- each issued
at par bearing distinctive numbers 10650801 to 30500800 allotted to
Other than Promoter on Preferential Basis on conversion of equal no. of
Convertible Warrants.
Acknowledgement:
The Board records its appreciation for the continued support and
co-operation received from all its associates, the shareholders,
customers, suppliers, banks and Government Departments. The Board of
Directors recognized and placed on records their gratitude and
appreciation for the commitment displayed by the employees at all
levels of the Company.
Except as disclosed elsewhere in the report, there have been no
material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year
of the Company and the date of this report.
By Order of the Board
USG Tech Solutions Limited
Sd/-
Servesh Gupta
Chairman
Noida, 22nd August, 2012
Mar 31, 2011
Dear Members,
The Directors are delighted to present the Twelfth Annual Report on
the business and operations for the Financial Year ended 31 st March,
2011:
FINANCIAL & OPERATIONAL HIGHLIGHTS:
(Rs. In Lacs)
PARTICULARS Year ended Year ended
31st March 31st March
2011 2010
Income 2408.96 2341.75
Expenditure 2342.17 2290.86
Profit Before Tax 66.80 50.89
Provision For Tax 25.42 22.38
Profit Before Deferred Tax 41.38 28.51
Provision For Deferred Tax (4.77) (9.04)
Net Prof it After Taxation 46.15 37.55
Equity Share Capital
(F.V Rs.10 each) 975.39 975.39
Reserve & Surplus 164.89 118.74
Earning per Share 0.47 0.38
During the year under review, the Company's turnover was Rs 2408.96
Lacs and has posted a profit of Rs 46.15 Lacs as compared to Rs.2341.75
Lacs and Rs. Rs. 37.55 Lacs respectively in previous year. However,
your Directors are hopeful that in the coming years, the Company will
definitely perform up to the mark and retain the stakeholders' value.
Dividend:
In order to strengthen the fundamentals of the Company, your Directors
decided that it would be prudent to plough back the profits of the
Company and accordingly the Board does not propose and declare any
dividend for the year under review.
Public Deposits:
The Company has not invited/accepted any public deposits under section
58A & 58AA of the Companies Act, 1956 during the year ended on 31st
March, 2011.
Directors:
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. D. Uday Kiran, Director of
the Company, retires by rotation and being eligible, seeks
re-appointment.
Pursuant to the provisions of Section 260 of the Companies Act, 1956
and Articles of Association of the Company, Mr. Satish Kumar Gupta, Mr.
Servesh Gupta. Mr. Kuldip Singh Bajwa were appointed as Additional
Directors of the Company w.e.f. 04th July, 2011 and shall hold office
till the date of the ensuing Annual General Meeting. Your Company has
received notices in writing proposing their candidature along with the
requisite deposit pursuant to the provisions of Section 257 of the
Companies Act, 1956.Your Directors' recommend their appointment.
Brief details of the Directors seeking appointment/re- appointment as
stipulated under Clauses 49 of the Listing Agreement with the stock
exchange is enclosed with the Notice.
Disclosure under Section 217(1) (d) of the Companies Act, 1956:
Except as disclosed elsewhere in the report, there have been no
material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year
of the Company and the date of this report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The particulars as required under Section 217(1)(e) of the Act read
with Companies' (Disclosures of Particulars in the Report of the Board
of Directors) Rules, 1988 regarding Conservation of Energy and
Technology Absorption have not been furnished considering the nature of
activities undertaken by the Company during the year under review.
Further there was no Foreign Exchange earnings and outgo during the
Financial Year 2010-2011.
Particulars of Employees:
None of the Employees of the Company was in receipt of remuneration,
which was more than the limits as prescribed under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees)
Rules, 1975and hence no particulars are required to be disclosed in
this Report.
Directors' Responsibility Statement:
In the terms of provision of Section 217(2AA) of the Companies Act,
1956, your Directors confirm that:
a. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures wherever applicable;
b. We have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st March, 2011, and of the Profits of the Company
for the year ended on that date;
c. We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe-guarding the assets of the company and for
preventing and detecting fraud and other irregularities; and
d. We have prepared the annual accounts on a 'going concern' basis.
Auditors:
M/s Venkata Srinivas & Associates, Chartered Accountant, Auditors of
the Company shall hold office until the conclusion of the ensuring
Annual General Meeting and are eligible for re-appointment. However, the
retiring Auditor has given a notice in writing expressing his
unwillingness for reappointment. Therefore the Board of Directors
recommends the appointment of M/s PVR - N & Co., Chartered Accountants,
as Auditors of the Company to hold office from the conclusion of this
Annual General Meeting till the Conclusion of the next General Meeting
on such remuneration as may be fixed by the Board of Directors of the
Company.
A declaration has also been received from M/s PVR - N & Co., Chartered
Accountants, to the effect that their appointment if made, would be
within the prescribed under Section 224(1-B) of the Companies Act,
1956.
Auditors' Report:
The comments made by the Statutory Auditors in the Auditors' Report
together with the Notes on Accounts are self-explanatory and hence, do
not require any further explanation/clarification.
Corporate Governance:
The Company is committed to adopt the best practices in Corporate
Governance, which is guided by the principles of conducting the
business in a responsible, transparent and ethical manner so as to
protect the interest of all stakeholders. As per Clause 49 of the
Listing Agreement, a separate Section on Corporate Governance forms
part of the Annual Report.
A certificate from Statutory Auditors with regard to the compliance of
the Corporate Governance, as stipulated under Clause 49 of the Listing
Agreement, is also annexed to this Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report.
Change in Capital Structure:
The Authorized Share Capital of the Company was Increased from Rs.
10,66,00,000/- (Rupees Ten Crores and Sixty Six Lakh only) divided into
1,06,60,000 (One Crores Six Lakh Sixty Thousand) Equity Shares of Rs.
10/- (Rupees Ten only) each to Rs. 30,00,00,000/- (Rupees Thirty Crores
only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs.10/-
(Rupees Ten only) each to accommodate the Further Issue of Convertible
Warrants/Resultant Equity Shares of Rs. 1,75,00, 000 (One Crores and
Seven Five Lakhs Only) vide Resolution passed through Postal Ballot on
29th March, 2011. As per the requirements of the SEBI (ICDR)
Regulations, 2009 average of the weekly high and low of the closing
prices of the related equity shares quoted on the recognised stock
exchange during the six months preceding the relevant date was not
available to determine the issue price. Hence, the In-principle
Approval application was withdrawn for the issue of Convertible
Warrants of 1,75,00,000.
Listing:
The Equity Shares of the Company are listed at the Bombay Stock
Exchange Limited and The Calcutta Stock Exchange Association Ltd. These
shares were not traded during the year at the said Stock Exchange(s).
The Suspension in trading of Equity Shares of the Company revoked
w.e.f. April 7, 2011 vide BSE Notice dated 1st April, 2011. The
trading in the securities of the company was resumed in "T" group, but
the same was shifted to "B" group w.e.f. 26th April, 2011 vide BSE
Notice dated 8th April, 2011.
Listing of Equity Shares on BSE
The BSE granted final listing and trading approval for 6,00,000 Equity
Shares issued at par bearing distinctive numbers 10050801 to 10650800
to M/s Sibar Software Services (India) Limited, for consideration other
than cash on preferential basis vide Notice dated 21 st June, 2011.
Re-issue of Forfeited Equity Shares:
The Board of Directors in their meeting held on 17th January, 2006,
accorded their approval for forfeiture of 8,96,882 (Eight Lakhs Ninety
Six Thousands Eight Hundred and Eighty Two) Equity Shares of the
Company. Pursuant to Clause 23 (a) of the Listing Agreement, the
approvals of Shareholders was accorded vide Postal Ballot en 29th
March, 2011 for Re-issue of the said Shares to Mrs. Anita Gupta and M/s
Kokila Exports Pvt. Ltd.
The allotment of share capital was not made within 15 days of passing
of the said resolution and hence, the resolution lapsed. Therefore, the
approval for Re-issue of Forfeited Shares, is again placed before the
Members for approval.
Acknowledgement:
The Board records its appreciation for the continued support and
co-operation received from all its associates, the shareholders,
customers, suppliers, banks and Government Departments. The Board of
Directors recognized and placed on records their gratitude and
appreciation for the commitment displayed by the employees at all
levels of the Company .
By Order of the Board
V & K Softech Limited
Sd/-
Prem Gupta
Chairman
Hyderabad, 11th July,2011
Mar 31, 2010
The Directors are delighted to present the Eleventh Annual Report on
the business and operations for the year ended 31st March, 2010
FINANCIAL & OPERATIONAL HIGHLIGHTS:
(Rs. In Lacs)
PARTICULARS Year ended Year ended
31st March 31st March 2010 2009
Income 2341.75 2458.54
Expenditure 2290.86 2416.06
Profit Before Tax 50.89 42.48
Provision For Tax 22.38 17 99
Profit Before Deferred Tax 28.51 24.49
Provision For Deferred Tax (9.04) (4.41)
Net Profit After Taxation 37.55 28 90
Equity Share Capital
(F.VRs.10each) 975.39 975 39
Reserve & Surplus 118.74 81.19
Earning per Share 0.38 0.30
During the year under review, the Companys turnover was Rs 2341.75
Lacs and has posted a profit of Rs. 37.55 Lacs as compared to Rs.
2458.54 Lacs and Rs. Rs.28.90 Lacs respectively in previous year.
Despite the current recession in IT and Software Projects Development
sector, your Directors are hopeful that in the coming years, the
Company will definitely perform up to the mark and retain the
stakeholders value.
DIVIDEND
In order to strengthen the fundamentals of the Company , your Directors
decided that it would be prudent to plough back the profits of the
Company and accordingly the Board does not propose and declare any
dividend for the year under review.
CORPORATE GOVERNANCE
The Company is committed to adopt the best practices in Corporate
Governance, which is guided by the principles of conducting the
business in a responsible, transparent and ethical manner so as to
protect the interest of all stakeholders. As per Clause 49 of the
Listing Agreement, a separate Section on Corporate Governance forms
part of the Annual Report. A certificate from Statutory Auditors with
regard to the compliance of the Corporate Governance, as stipulated
under Clause 49 of the Listing Agreement, is also annexed to this
Report.
PUBLIC DEPOSITS
The Company has neither invited nor accepted any public deposits within
the meaning of Section 58A & 58AA of the Companies Act, 1956 and
Section 45-l(bb) of the Reserve Bank of India Act, 1934 during the year
under review.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
Your Company is conscious about energy consumption and environmental
issues related with it. It is continuously making sincere efforts
towards conservation of energy and optimizing its usage in all aspects
of operations. The Company contemplates to take advantage of the latest
developments and advancements in the Industry. However, no
technology/know how was purchased by the Company during the year. There
was no foreign exchange earnings and outgo during the year under
review.
DIRECTORS
Mr. D. Uday Kiran, stepped down from the post of Managing Director
w.e.f. 01-06-2010 and continues to be Non-Executive Director on the
Board. Mr. Prem Gupta was appointed as Managing Director of the Company
in the Board meeting held on 30th July, 2010, subject to approval of
the Members in the ensuing Annual General Meeting. In accordance with
the provisions of the Companies Act, 1956 and Articles of Association
of the Company, Mr. Rajesh Kumar Gupta, Director of the Company,
retires by rotation and being eligible, seeks re-appointment.
Brief details of the Directors seeking appointment/ re-appointment as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is enclosed as annexure to Directors Report.
AUDITORS
M/s. Venkata Srinivas & Associates, Chartered Accountants, Statutory
Auditors of the Company shall
hold office until the conclusion of the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. The Company
has received declaration under Section 224(1 B) of the Companies Act.
1956, regarding their eligibility for the proposed re-appointment.
Your Directors recommend their re-appointment.
AUDITORS REPORT
The comments made by the Statutory Auditors in the Auditors Report
together with the Notes on Accounts are self-explanatory and hence, do
not require any further explanation/clarification.
PARTICULARS OF EMPLOYEES
None of the Companys employees is in receipt of remuneration as
prescribed under Section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975, and hence, no
particulars are required to be disclosed.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, and to the best of their knowledge and as per the
information and explanations furnished to them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors Report thereon, your Directors confirm:
a) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures, wherever applicable;
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2010 and of profits for the
year ended on that date.
c) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
d) That the Directors had prepared the Annual Accounts for the year
ended March 31,2010 on a going concern basis.
FORFEITURE/RE-ISSUE OF SHARES
The Board of Directors of your Company in their meeting held on 17th
January, 2006, had forfeited 8,96,882 (Eight Lacs Ninety Six Thousand
Eight Hundred and Eighty Two Only) Equity Shares, due to non-payment of
call money and the same are pending for Re-issue.
IN PRINCIPLE APPROVAL FROM BSE
The Members of the Company accorded their approval in the 10th Annual
General Meeting of the Company held on 30th September, 2009 for
Reduction of Capital under section 100 to 104 of the Companies Act,
1956, from Rs.975,39,180 i.e. 97,53,918 Equity Shares of Rs. 10/- each
to Rs. 9,15,39,180 i.e. 91,53,918 Equity Shares by cancelling the
600000 Equity Shares of Rs. 10/- each, which were allotted to M/s.
Sibar Software Services (India) Limited, due to pendency of In -
principle approval of the said shares at the Exchange. The BSE granted
"In Principle Approval" for listing of 6,00,000 Equity Shares issued at
par bearing distinctive numbers 10050801 to 10650800 to M/s Sibar
Software Services (India) Limited, for consideration other than cash on
preferential basis. Therefore, the approval so granted in the
10thAnnual General Meeting for Reduction of Capital by the
Shareholders, has become infructuous. The aforesaid Equity Share
Capital shall be listed on Bombay Stock Exchange, after the suspension
is being revoked for which necessary steps are being taken.
LISTING
The Equity Shares of the Company are listed at the Bombay Stock
Exchange Limited and The Calcutta Stock Exchange Association Ltd. These
shares were not traded during the year at the said Stock Exchange(s).
The Trading of Equity Shares has been suspended by the BSE. The Company
has made an application for revocation of trading to the BSE and
regular follow up is being done for the same. Your Directors hope that
the trading of the Companys shares will soon be revoked by the
esteemed bourse BSE.
ACKNOWLEDGEMENT
The Board records its appreciation for the continued support and
co-operation received from all its associates, the shareholders,
customers, suppliers, banks and Government Departments. The Board of
Directors recognized and placed on records their gratitude and
appreciation for the commitment displayed by the employees at all
levels of the Company.
By Order of the Board
V & K Softech Limited
Sd/-
Chairman
Hyderabad, 3rd September, 2010