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Directors Report of Virgo Global Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 17th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1.FINANCIAL RESULTS

Particulars 2014-15 (Rs) 2013-14 (Rs)

Revenue from Operations 725,000 701,000

Operating Expenditure 872,296 533,758

Profit before Tax 132,013 298,177

Profit after Tax 109,311 197,994

Balance carried to Balance Sheet 109,311 197,994

During the year under review, your Company had earned a total income of Rs 10.52 Lakhs as against Rs 9.64 Lakhs during the previous year and the Net Profit for the current year is Rs. 1.09 lakhs as against a Net Profit of Rs. 1.98 Lakhs for the previous year. Despite the serious efforts that have been put by the Management, Your Company could not succeed in getting new business opportunities in Media and Broadband Internet Segments due to global economic slowdown and lack of adequate resources at the disposal of the Company. Your Company is considering various other options, details of which would be communicated to the Members in due course. There is no change in the nature of business.

2. DIVIDEND

In view of inadequate profits, your Board could not recommend any dividend for the financial year 2014- 15.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) In accordance with the provisions of Companies Act, 2013, Mr. P. Shyam Prasad, Executive Director of the Company would retire by rotation and, being eligible, offer himself for re- appointment. The Board recommend to the shareholders for his re-appointment.

b) Mr. B V Satya Sai Prasad and Mr. Hafeezuddin Shaik Imam, Independent Directors have resigned from the office of Director of the Company w.e.f. 14-08-2015.

c) Smt. N Vasundhara Mani, Mr. Muvva Kondala Rao, and Mr. Panjugula Srisail Reddy have been appointed as Additional Directors on 14-08-2015. Ms. Vemula Tejaswini has been appointed on 31-03-2015

d) As required under Section 134 (3) (d) of the Companies Act, 2013, All independent directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

e) Other Disclosure

Board Evaluation

Pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Selection and Remuneration Policy

On the recommendation of the Nomination & Remuneration Committee, the Board has discussed and framed a policy for selection and appointment of Directors, Senior Management. However, since the Company is not doing well, the remuneration policy is yet to be finalized.

Meetings

During the year 6 (SIX) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Change in Management:

During the year under review, the Company was taken over by Mrs. Vasundhara Mani Namburu through open process and acquired entire holding of the previous promoter "Savera Construction Pvt Ltd"

4. PARTICULARS OF EMPLOYEES

None of the employees has received remuneration exceeding the limit as stated in rule 5 (2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014.

5. DETAILS OF SUBSIDIARY

During the period under review, your Company has no Subsidiary Company.

6. AUDITORS:

M/s. M.M. Reddy & Co. (FRN No. 01371S), Chartered Accountants, Hyderabad, the present Auditors, has been appointed for Five consecutive years (Subject to the ratification by the shareholders at each AGM held after the previous AGM) by the shareholders at the previous AGM. The Board of Directors recommends the ratification of appointment of M.M. Reddy & Co., Chartered Accountants, at the ensuing Annual General Meeting.

7. AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

8. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as (Annexure I).

9. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. VCSR & Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as (Annexure II) to this report. The report is self-explanatory and do not call for any further comments.

10. INTERNAL AUDIT & CONTROLS AND THEIR ADEQUACY

There are proper internal control policies installed in the Company commensurate with the size and operation of the Company. Owing to less numbers of operations in the Company, internal control policies are taken care by the employees.

11. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.vgml.com

12. RISK MANAGEMENT POLICY

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the period of review, there are no material changes affecting the financial position of the company.

14. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.

15. DEPOSITS

The Company has not accepted any fixed deposits from the public, and as such no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, the Company has not entered into any related party transaction as envisaged under Section 188 of the Companies Act, 2013.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

As the company is not doing well from the last couple of years, the rules in connection with spending of money on specified projects under corporate social responsibility rules as envisaged under section 135 of the Companies Act, 2013 are not applicable to the Company. As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges.

18. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

1. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, your directors confirm:

(a) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

(b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period.

(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 safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

(d) That the directors had prepared the annual accounts on the going concern basis.

(e) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. LISTING WITH STOCK EXCHANGES:

Presently, the Equity Shares of the Company are listed on Bombay Stock Exchange Limited [BSE]. The Company confirms that it has paid Annual Listing Fees due to BSE for the financial year 2015-16.

21. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out separately in this annual report together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

22. ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge and appreciate the support extended by the Bankers of the Company. Your Directors express their grateful thanks to our valued shareholders for the trust and confidence reposed in the Company.

By order of the Board

For VIRGO GLOBAL MEDIA LIMITED

Sd/- Sd/-

P Shyam Prasad N Vasundhara Mani

Whole-time Director Director

Place: Hyderabad (DIN: 02713599) (DIN: 01646183)

Date : 30.11.2015


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Sixteenth Annual Report of your company and the Audited Financial Accounts for the year ended on March 31, 2014.

Financial Results

Rs. In Lakhs

Particulars 2013-14 2012-13

Net Sales/Income from Operations 7.01 6.75

Other Income 2.63 2.23

Total Income 9.64 8.97

Financial Expenses 0.29 0.27

Depreciation and Write Offs 0.02 0.23

Other Expenses

Provision for taxation 1.00 0.94 Profit/(Loss) 1.98 1.91

Equity Share Capital (1,05,04,300 Shares of Rs 4/- each) 420.17 420.17

Review of Operations:

During the year under review, your Company had earned a total income of Rs 9.64 Lakhs as against Rs 8.97 Lakhs during the previous year and the Net Profit for the current year was Rs. 1.98 lakhs as against a Net Profit of Rs. 1.91 Lakhs for the corresponding period. The Total income includes other income of Rs. 2.63 Lakhs. Despite the serious efforts that have been put by the Management, Your Company could not succeed in getting new business opportunities in Media and Broadband Internet Segments, due to global economic slowdown and lack of adequate resources at the disposal of the Company. Your Company is considering various other options, details of which would be communicated to the Members in due course.

Fixed deposits:

The Company has not accepted any fixed deposits from the public, and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Auditors:

M/s. P. Murali & Company (FRN: 007257S), Chartered Accountants, Hyderabad, Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act, 1956 up to the conclusion of forth-coming Annual General Meeting. The company has received a letter from existing auditors expresing their unwillingness to continue as auditors. Hence the company has obtained willingness and eligibility letter from M/s. M.M. Reddy & Co. (FRN No. 01371S) Chartered Accountants, Hyderabad to act as auditor of the company. Pursuant to the provisions of the Section 139 (2) of the Companies Act, 2013 They have furnished a certificate stating that their appointment, if made, will be within the limits laid down under Section 141 (3) (g) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014.

The Audit Committee of your Company meets periodically with Statutory Auditors and Internal Auditors to review the performance of the Internal Audit, to discuss the nature and scope of statutory auditors functions, and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, the statutory auditor and the internal auditor have full access to the Members of the Audit Committee to discuss any matter of substance.

Directors:

At the ensuing Annual General Meeting Mr. P.Syam Prasad retires by rotation and being eligible, offered himself for re-appointment.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the

Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules,2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation and the tenure of the Independent Directors on the date of commencement of the Companies Act, 2013 (ie., 01.04.2014) shall not be counted as term for aforesaid period of 5 years. Accordingly, it is proposed to appoint Mr. Hafeezuddin Shaik Imam and Mr. B.V.Satya Sai Prasad as Independent Directors of your Company from 30th December 2014 up to 29th December 2019.

Appropriate resolutions for the appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. Your Directors recommend their reappointment as Directors of your Company.

Stock Exchange Listing:

Presently, the Equity Shares of the Company are listed on Bombay Stock Exchange Limited [BSE]. The Company confirms that it has paid Annual Listing Fees due to BSE for the financial year 2014-15.

Director''s Responsibility Statement:

In accordance with the Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirms that:

a) In the preparation of the Accounts for the twelve months period ending March 31, 2014; the applicable accounting standards have been followed and there are no material departures there from.

b) They have selected such accounting policies in consultation with Statutory Auditors of the Company and applied consistently and judgments and estimates have been made 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 31,2014 and of the profit of the Company for the financial year.

c) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared accounts for the year ended March 31, 2014 on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance along with Auditors'' Certificate on its compliance and Management Discussion and Analysis forming part of this report are annexed hereto.

Particulars of Employees:

None of the employees are drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Companies (Disclosure of particulars in the Directors Report) Rules 1988:

A. Conservation of Energy:- The Company is not a manufacturing Company and hence the details in respect of the above are not applicable.

B. Technology Absorption:- Your Company is committed to use state of Art technology for improving the quality of its services.

C. Research and Development:- Your Company has not undertaken any R&D activity in any specific area during the year under review.

D. Disclosure of Particulars relating to Foreign Exchange Earnings and Outgo:-

Your Company''s Operation did not result into any Foreign Exchange earnings or outgo.

Acknowledgements

Your Directors gratefully acknowledge and appreciate the support extended by the

Syndicate Bank,UCO Bank various departments of Central and State Governments, SEBI and Stock Exchanges. Your Directors express their grateful thanks to our valued shareholders for the trust and confidence reposed in the Company.

By order of the Board For VIRGO GLOBAL MEDIA LIMITED

Sd/- Sd/-

Place: Hyderabad P Syam Prasad B V S Sai Prasad Date: 03.12.2014 Director Director


Mar 31, 2012

To The Members of Virgo Global Media Limited

The Directors have pleasure in presenting the Fourteenth Annual Report of your company and the Audited Financial Accounts for the year ended on March 31' 2012. Financial Results:

Rs in Lakhs

Particulars 2011-12 2010-11

Net Sales/Income from Operations 7.35 5.70

Other Income 2.58 2.73

Total Income 9.93 8.43

Financial Expenses 0.32 0.28

Depreciation and Write Offs 0.30 0.30

Other Expenses 6.02 4.22

Provision for taxation 0.42 0.00

Profit/fLoss) 1.21 3.76

Equity Share Capital(l '05'04'300

Shares of Rs 4/-each) 420.17 420.17

Review of Operations:

During the year under review' your Company had earned a total income of Rs 9.93 Lakhs as against Rs 8.43 Lakhs during the previous year and the Net Profit for the current year was Rs. 1.21 lakhs as against a Net Profit of Rs. 3.76 Lakhs for the Corresponding period. The Total income includes other income of Rs. 2.58 Lakhs. Despite the serious efforts that have been put in by the Management' Your Company could not succeed in getting business opportunities in Media and Broadband Internet Segments' due to global economic slowdown and lack of adequate resources at the disposal of the Company. Your Company is considering various other options' details of which would be communicated to the Members in due course.

Fixed deposits:

The Company has not accepted any Fixed Deposits' falling with in the purview of Section 58A of trie Companies Act' 1956.

Auditors:

M/s. P. Murali & Company (FRN: 007257S)' Chartered Accountants' Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act' 1956 upto the conclusion of this Annual General Meeting and are eligible for re-appointment.

Directors:

At the ensuing Annual General Meeting Mr. P. Syam Prasad retires by rotation and being eligible' offered himself for re-appointment.

Mr. P. Syam Prasad ceased to be the Executive Director of the company with effect from 27th April' 2012 consequent to the expiry of his terms as Executive Director. Mr. P Venkata Ramana had resigned from the board with effect from 21st December 2011.

Stock Exchange listing:

Presently' the Equity Shares of the Company are listed on Bombay Stock Exchange Limited [BSE]. The Company confirms that it has paid Annual Listing Fees due to the Stock Exchanges where the Company's securities are listed for the year 2012-13.

Directors' Responsibility Statement:

In accordance with Section 217(2AA) of the Companies Act' 1956' the Board of Directors confirms that:

a) In the preparation of the Accounts for the twelve months period ended March 31' 2012; the applicable accounting standards have been followed and there are no material departures there from.

b) They have selected such accounting policies in consultation with Statutory Auditors of the Company and applied consistently and judgements and estimates have been made 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' 2012 and of the profit of the Company for the financial year.

c) They have taken proper and sufficient care to the best of their knowledge and' ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act' 1956. They confirm that there adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared accounts for the year ended March 31' 2012 on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance along with Auditors' Certificate on its compliance and Management Discussion and Analysis forming part of this report are annexed hereto.

Particulars of Employees:

None of the employees are drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act' 1956 read with the Companies (Particulars of Employees) Rules' 1975 as amended.

Particulars in respect of Conservation of Energy' Technology Absorption and Foreign Exchange Earnings and Outgo required under Companies (Disclosure of particulars in the-Directors Report) Rules 1988:

A. Conservation of Energy:- The Company is not a manufacturing Company and hence the details in respect of the above are not applicable.

B. Technology Absorption:- Your Company is committed to use state of Art technology for improving the quality of its services.

C. Research and Development:- Your Company has not undertaken any R&D activity in any specific area during the year under review.

D. Disclosure of Particulars relating to Foreign Exchange Earnings and Outgo:- Your Company's Operation did not result into any Foreign Exchange earnings or outgo.

Acknowledgements :

Your Directors gratefully acknowledge and appreciate the support extended by the Syndicate Bank' UCO Bank and various departments of Central and State Governments' SEBI and Stock Exchanges. Your Directors express their grateful thanks to the valued shareholders for the trust and confidence reposed in the Company.

For and on behalf of the Board

Sd/- Sd/- PSyam Prasad BVSS Prasad

Director Director

Place: Secunderabad

Date: 14.08.2012


Mar 31, 2011

The Members Virgo Global Media Limited

The Directors have pleasure in presenting the Thirteenth Annual Report of your company and the Audited Financial Accounts for the year ended on 31st March 2011.

Financial Results Rs in Lakhs

Particulars 2010-11 2009-10

Net Sales/Income from

Operations 5.70 3.12

Other Income 2.73 2.07

Total Income 8.43 5.19

Financial Expenses 0.28 0.30

Depreciation and Write Offs 0.30 0.30

Other expenses 3.49 4.39

Provision for taxation 0.00 0.00

Profit/(Loss) 3.76 0.26

Equity Share Capital 420.17 420.17 (1,05,04,300 Shares of Rs 4/- each)

Review of Operations

During the year your Company's total income is Rs.8.43 lakhs as against Rs.5.19 lakhs during the previous year and the net profit is Rs.3.76 lakhs as against a profit of Rs.0.26 lakhs for the corresponding period. The total income includes other income of Rs.2.73 lakhs as against Rs.2.07 lakhs of previous year. Your company is exploring various business opportunities in Media and Broadband internet segments.

Fixed deposits

The Company has not accepted any Fixed Deposits, falling with in the purview of Section 58A of the Companies Act, 1956.

Auditors

M/s. P. Murali & Company (FRN: 007257S), Chartered Accountants, Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of this Annual General Meeting and are eligible for re-appointment.

Directors

At the ensuing Annual General Meeting Mr. P. Venkat Ramana retires by rotation and being eligible, offered himself for re-appointment. The Company has received notice under section 257 of the Act from its member, in respect of Mr. B V Satya Sai Prasad and Mr. Hafeezuddin Shaik Imam proposing their candidature as Directors liable to retire by rotation.

Further, the Board of Directors vide Circular Resolution dated April 26, 2011 have reappointed, subject to your approval, Mr.P.Syam Prasad as Executive Director of the Company for a period of One Year with effect from April 27, 2011 without any remuneration.

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE). The Company confirms that it has paid Annual Listing Fees due to the Stock Exchanges for the year 2011-12.

Directors' Responsibility Statement

In accordance with the Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm that:

(a) in the preparation of the Accounts for the twelve months period ending 31st March 2011, the applicable accounting standards have been followed and there are no material departures there from.

(b) they have selected such accounting policies in consultation with Statutory Auditors of the Company and applied consistently and judgements and estimates have been made 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 profit of the Company for the financial year.

(c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956.They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) they have prepared accounts for the year ended 31st March 2011 on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report

A separate report on Corporate Governance along with Auditors' Certificate on its compliance and Management Discussion and Analysis forming part of this report are annexed hereto.

Particulars of Employees

None of the employees are drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Companies (Disclosure of particulars in the Directors Report) Rules 1988:

A. Conservation of Energy:- The Company is not a manufacturing Company and hence the details in respect of the above are not applicable

B. Technology Absorption:- Your company is committed to use state of art technology for improving the quality of its services.

C. Research and Development:- Your Company has not undertaken any R&D activity in any specific area during the year under review.

D. Disclosure of Particulars relating to Foreign Exchange Earnings and Outgo:- Your company's operations did not result into any Foreign exchange earnings or outgo.

Acknowledgements

Your Directors gratefully acknowledge and appreciate the support extended by the Syndicate Bank, UCO Bank various departments of Central and State Government, SEBI and Stock Exchanges. Your Directors express their grateful thanks to our valued shareholders for the trust and confidence reposed in the Company.

For and on behalf of the Board

Sd/- Sd/-

P Syam Prasad B.V.S.Sai Prasad Executive Director Director

Place: Secunderabad Date : 30.08.2011


Mar 31, 2010

The Directors have pleasure in presenting the Twelfth Annual Report of your company and the Audited Financial Statements for the year ended on March 31, 2010.

Financial Results Rs in Lakhs

Particulars 12009-10 2008-09

Net Sales/Income from

Operations 3.12 7.04

Other Income 2.07 14.68

Total Income 5.19 21.72

Financial Expenses 0.30 15.56

Depreciation and

Writeoffs 0.30 0.29

Other expenses 4.39 20.84

Provision for taxation (0.06) 0.08

Profit/(Loss) 0.26 (15.19)

Equity Share Capital 420.17 420.17

(1,05,04,300 Shares of Rs 4/- each)



Review of Operations

During the year under review, your Company had very lean operations as it was evaluating new revenue possibilities. Thus, your companys total income is Rs. 5.19 lakhs as against Rs. 21.72 lakhs during the previous year and the net profit is Rs.0.26 lakhs as against a loss of Rs. 15.19 lakhs for the corresponding period. The total income includes other income of Rs. 2.07 lakhs as against Rs. 14.68 lakhs of previous year. Your company is exploring various business opportunities in Media and Broadband internet segments.

Fixed deposits

The Company has not accepted any Fixed Deposits, falling with in the purview of Section 58A of the Companies Act, 1956.

Auditors

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company, hold office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment.

Directors

At the ensuing Annua! General Meeting Mr. E.K. Surendran and Mr. Shyam Bhethanabhotla shall retire by rotation and being not interested to continue, expressed their inability for re-appointment. The company has received notice under section 257 of the Act from its members, in respect of Mr. P Venkat Ramana, proposing his candidature as Director of the Company liable to retire by rotation. In terms of provisions of Section 256 read with 257 of the Companies Act, 1956, the Board of Directors proposed Mr. P. Venkat Ramana as the Director of the Company liable to retire by rotation in the place of Mr. E. K. Surendran and not to fill the resultant vacancy of office of Mr. Shyam Bhethanabhotla.

Further, the Board of Directors vide Circular Resolution dated April 26, 2010 have re- appointed, subject to your approval, Mr. P. Syam Prasad as Executive Director of the Company for a period of One Year with effect from April 27, 2010 without any remuneration. The Board recommends the said proposals.

Listing

Presently, the Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Company confirms that it has paid Annual Listing Fees to the Stock Exchange for the year 2010-11. The Board is delighted to share with its members that due to the strenuous efforts made by your management, the BSE has permitted the trading of equity shares of the company with effect from August 10, 2010 after a period of around 6 years of suspension of the scrip for trading. Now the companys scrip is actively trading on BSE.

Directors Responsibility Statement

In accordance with the Section 217(2AA) of the Companies Act, 1 956, the Board of Directors confirm that:

(a) in the preparation of the Accounts for the twelve months period ending March 31, 2010; the applicable accounting standards have been followed and there are no material departures there-from.

(b) they have selected such accounting policies in consultation with Statutory Auditors of the Company and applied 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 the profit of the Company for the financial year.

(c) they have taken proper and sufficient care to the best of their knowledge and abi lityfor the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) they have prepared accounts for the year ended March 31, 2010 on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report

A separate report on Corporate Governance along with Auditors Certificate on its compliance and Management Discussion and analysis forming part of this report are annexed hereto.

Particulars of Employees

None of the employees are drawing remuneration in excess of the limits prescribed under Section 217 (1) (e) read with the Companies (Particulars of Employees) Rules, 1975.

Particulars in respect of Conservation of Energy Technology, Absorption and Foreign Exchange Earnings and Outgo required under Companies (Disclosure of particulars in the Directors Report) Rules 1988:

A. Conservation of Energy:- Your Company is not a manufacturing Company and hence the details in respect of the above are not applicable

B. Technology Absorption:- Your company is committed to use state of art technology for improving the quality of its services.

C. Research and Development:- Your Company has not undertaken any R&D activity in any specific area during the year under review.

D. Disclosure of Particulars relating to Foreign Exchange Earnings and Outgo:- Your companys operations did not result into any Foreign exchange earnings or outgo.

Acknowledgements

Your Directors gratefully acknowledge and appreciate the support extended by the Banks, various departments of Central and State Government, SEBI and BSE. Your Directors express their grateful thanks to the valued shareholders for the trust and confidence reposed in the Company.

For and on behalf of the Board



Sd/- Sd/-

P Syam Prasad D P Sreeinivas

Executive Director Director

Place: Secunderabad

Date: August 13, 2010