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Directors Report of VirtualSoft Systems Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting for your consideration and approval the Twenty Third Annual Report of Your Company for the financial year ended March 31,2015.

1 Financial Result

PARTICULARS (Rupees in Lacs)

Year Ended Year Ended 31.03.2015 31.03.2014

1. Income from Operations

a) Net Sales/ Income From Operations 105.97 213.03

b) OterOpearting Income 13.87 11.23

2. Expenses

a. Cost of Materials Consumed 0.00 0.00

b. Purchase of Stcok In Trade 3.02 86.92

c. Change in the inventories of Finished Goods, Work in Progress and Stock in Trade 0.00 (2.86)

d. Employee Benift Expenses 108.57 180.81

e. Depreciation &Amortisation expenses 3.11 5.55

f. Other expenditure 49.97 122.22

g. Total 164.67 392.64

3. Profit from Operations before Other Income, Finance Cost Interest and Exceptional Items (1-2) (44.83) (168.38)

4. Other Income 0.00 0.00

5. Profit before Interest and Exceptional Items (3 4) (44.83) (168.38)

6. Finance Cost 2.35 0.00

7. Profit after Interest but before Exceptional Items (5-6) (47.18) (168.38)

8. Exceptional items (4.96) 471.41

9. Profit ( )/ Loss (-) from Ordinary Activities before tax (7 8) (52.14) 303.03

10. Tax expense 0.00 0.00

11. Net Profit ( )/ Loss (-) from Ordinary Activities after tax (9-10) (52.14) 303.03

12. Extraordinary Item (net of tax expense Rs. 0.00 0.00

13. Net Profit( )/ Loss(-) for the period (11-12) (52.14) 303.03

14. Paid-up equity share capital (Face Value of the Share shall be indicated) 1029.76 1029.76

15. Reserve excluding Revaluation 20.00 20.00

16. Earnings Per Share (EPS)

a) Basic and diluted EPS before Extraordinary items for the period, (0.51) 2.94

for the year to date and for the previous year (not to be annualized)

b) Basic and diluted EPS after Extraordinary items for the period, (0.51) 2.94 for the year to date and for the previous year (not to be annualized)

17. Public Shareholding

- No. of shares 2,677,517 2,677,517

- Percentage of shareholding 26.00% 26.00%

18. Promoters and promoter group Shareholding **

a) Pledged/Encumbered

- Number of shares 0.00 0.00

- Percentage of shares (as a % of the total shareholding of 0.00 0.00 promoter and promoter group)

- Percentage of shares (as a% of the total share capital of the 0.00 0.00 company)

b) Non-encumbered

- Number of Shares 7,620,083 7,620,083

- Percentage of shares (as a% of the total shareholding of 74.00% 74.00% promoter and promoter group)

- Percentage of shares (as a % of the total share capital of the 74.00% 74.00% company)

1. BUSINESS AND OPERATIONS OF THE COMPANY

VirtualSoft - Co-creating, Integrating & Optimising World's best & most innovative roaming, communications & collaboration platforms, Apps and solutions to provide consumers and enterprises an unbeatable communication experience.

Video Rich Broadband and 4G mobile networks - with 5G coming by the end of this decade - are revolutionizing the way we do business and run our lives.Virtual Soft through its vReach division offer outstanding digital broadband solutions. vReach use technology developed inhouse and by our best-of -breed global partners to the advantage of large enterprises, associations and media companies as well as their customers and consumers. Broadband network & application solutions offer you a convergence of voice, data and video that can be used for your business - by creating and leveraging business function specific virtual events - both live & on-demand, ideally through an annual engagement contract with VirtualSoft.

A proprietary system called v Code guarantees clarity and seamless delivery of audio, video and multimedia files across both narrowband and broadband networks.

Virtual Soft has developed a world-class Enterprise Communication Platform called vReach that utilizes existing corporate computing and communications infrastructure to make real-time business meeting and events more cost-effective and convenient by reducing travel and extending reach to globally dispersed customers, partners, and co-workers over low and high bandwidth connections through a simple browser interface.

VirtualSoft's vReach division also offers Rich Media content creation and migration services using proprietary technology and business methods. It creates near video on-demand content synchronized with Power point slides and other interactive mechanisms for leading conference organizers like CII, FICCI, The Times of India Group, The Federation of Asian Advertising Associations, India Today; and for leading enterprises such as SAP, IBM, The World Bank and the Tata Group.

It has created over 10,000 hours of such content for over 500 different conferences and training events. This content is available in CD/DVD form as well as on knowledge on-demand servers accessible over the intranet and/or internet.

vReach has also created a Demand Generation Practice where it uses its own and third party platforms, in-house multi-media content development, social media - web and telemarketing to create customized channel training & development, sales enablement and customer engagement programs mainly for Business to Business brands, in the Technology space.

In the year under Review, we continued making progress on both the Digital Demand Generation and lelecom initiatives that were launched in the past few years

In Demand Generation, we continued to strengthen the strategic partnership for India and APAC with 6Connex Inc. (www.6Connex.com) - a California based global leader in Virtual Experience & Virtual Destination based business solutions. Supplementing 6Connex's latest Version 7 Technology/ Platform with our own domain competence, technology, processes and goto market ecosystem, Virtual Soft is poised launched a range of next generation Virtual Experience based events for demand generation, customer engagement, collaboration, learning and knowledge management. This will build on the work done in the past few years for brands like CNBC/ Web 18, Cisco, Oracle, and Intel - both at the India & APAC level.

The Telecom Division launched global roaming solutions and services under the "Roam1" brand (www.roam1.com), in FY 2010-11. The global roaming business portolio that was hived off into a subsidiary Roam 1 Telecom Ltd during FY 13-14, continued to make significant progress in terms of innovative and unique product introductions and plans as well gaining market share and acceptance - both from end -customers and channel partners.

Our key offerings in Roam 1 Telecom Ltd, are based on Global or Regional (e.g Europe) Single Sim Product or Platform , that contains multiple IMSI Profiles or local country specific numbers - anywhere from 3 to 12 in ONE SIM that provides low cost Voice and data services when the subscriber travels overseas. This SIM provides Free Incoming in over 60 countries and provides low cost Call Back to India. This is offered through both prepaid and post-paid plans. The billing is in real time and is visible instantly on the web which ensures that there is no room for over billing. The customer gets to retain the card and can publish the number as his permanent International Number on his business card and stationary etc. This way every time the customer goes abroad, he adds talk time on his card which makes repeat business very easy for us. The Global Single SIM Product is supported by a wide array of country and continent specific products and plans for voice and data.

VirtualSoft thus develops, integrates, optimises and deploys the technologies of the day to provide the infrastructure, application platforms, SIM cards and Apps needed for rich and enhanced communications & international roaming services for businesses and consumers - as well as for creating collaborative virtual business solutions for sales, customer engagement, training and knowledge management.

In the year under Review, with an intent to synergise the two divisions at a corporate level, the C2E3 Initiative was strengthened. C2E3 stands for Connect Communicate Engage Experientially and Cost - Effectively and provides a bridge for the Telecom & Roam 1 Division to collaborate with the Virtual Events and Demand Gen Division in technology & product development, marketing and large partner and account development. This will create unique cross developed product offerings in the enhanced communications and collaboration space - including web and video conferencing, cloud telephony, Rich Communication Services (RCS) based platforms, connected device life-cycle management solutions and will facilitate more sales yield from our goto market partners and large enterprise accounts.

With the foundation in Enterprise Broadband solutions, Telecom and Roaming Solutions and now the C2E2 Initiative - all of which are scaling up well, the Company now expects significant growth in both revenues and profitability in the years to come.

3. DIVIDEND

Your Directors do not recommend a dividend due to loss incurred for the current financial year.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

6. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will provide status updates to the Board of Directors of the Company.

7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

No fresh Contracts or Arrangements was made with related parties pursuant to Section 188 except one already approved in last year AGM.

10. STATUTORY AUDITORS

M/s. Nath Ahuja & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board proposes his appointment.

11. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr Sanjeev Kumar Jha from SJK & Co., practicing Company Secretary for conducting secretarial audit of the Company for the financial year 2014-2015.The Secretarial Audit Report is annexed herewith as Annexure A.

The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

12. INTERNAL AUDIT

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors has appointed CA Jyoti Kumar from Jyoti Kumar & Co., practicing Company Secretary for conducting secretarial audit of the Company for the financial year 2014-2015.

13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports.

14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The company has a policy in place which will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the policy which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

15. ANNUAL RETURN

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

16. NUMBER OF BOARD MEETINGS & THEIR COMMITTEES CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had Four (4) Board meetings during the financial year under review. The details are mentioned elsewhere in the Corporate Governance Report.

17. DIRECTORS

Mr. Rajendra V Kulkarni and Ms. Ritu Tandon retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment. Further, notices has been received from members for candidature of Ms. Ashima Puri as Independent Director. Board proposes her appointment. Details are as mentioned in explanatory statement to the notice of Annual General Meeting.

18. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

19. DEPOSITS

The Company has not accepted deposits from the public for the year under consideration.

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The details of financial performance of Subsidiary/ Joint Venture/Associate Company is furnished in Annexure C. and attached to this report.

21. CAPITAL MARKET DEVELOPMENTS

As on date, 94.73% of Shares are in Demat form and are listed on various stock exchanges. The Company has, from time to time, reminded the shareholders/ investor, holding the Shares in Physical form to convert their Shareholding to dematerialized form.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Details of Conservation of Energy

The Company uses electric energy for its equipment such as air-conditioners, computer terminals, lighting and utilities in the work premises.

Steps taken or impact on conservation of energy: All possible measures have been taken to conserve energy

By identifying potential areas for saving;

By incorporating energy efficient equipment;

By automation.

Steps taken by the company for utilizing alternate sources of energy: Nil

Capital Investment on energy conservation equipments: Nil

(b) Technology Absorption

1. Efforts in brief made towards technology absorption, adaptation and innovation:

These are adapted, wherever necessary, to local conditions.

2. Benefits derived as a result of the above efforts:

New product development, productivity and quality improvements, enhanced safety and environmental protection measures and conservation of energy.

3. Technology Imported: NIL

4. Expenditure on R&D: NIL

C. Foreign Exchange earnings and outgo

The information in this regard is provided in Note no. 31 of the Accounts. There had been no foreign exchanges earnings, during the year.

23. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:-

(a) in the preparation of the annual accounts, 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 at the end of the financial year and of the profit and loss of the company 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 this Act for safeguarding the assets 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; and

(e) 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.

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

(f) 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.

24. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The composition of committees has been detailed in Corporate Governance Report part of this Report.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

25. SHARES

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

26. CORPORATE GOVERNANCE

A Separate statement on Corporate Governance along with the Certificate on its compliance is given as part of the Annual Reports.

27. ACKNOWLEDGEMENTS

Your Directors acknowledge with a deep sense of gratitude the continued support extended by investors, customers, business associates, bankers and vendors. Your Directors take this opportunity to thank the regulatory and governmental authorities.

Place : New Delhi Mr. Gokul Tandan Mr. R.V.Kulkarni Date : August 14,2015 Managing Director Director


Mar 31, 2014

Dear Shareholders,

The Directors take pleasure in presenting for your consideration and approval the Twentieth Annual Report of Your Company for the financial year ended March 31, 2014.

1 Financial Result

PARTICULARS (Rupees in Lacs) Year Ended Year Ended 31.03.2014 31.03.2013

1. (a) Net Sales/Income from Operations 616.44 283.84

(b) Other Operating Income 11.23 0.00

2. Expenditure

a. Increase/decrease in stock in trade and work in progress -22.64 6.08

b. Consumption of raw materials 0.00 0.00

c. Purchase of traded goods 353.64 194.87

d. Employees cost 322.06 200.56

e. Depreciation 10.74 9.26

f. Other expenditure 265.28 205.76

g. Total 929.06 616.53

(Any item exceeding 10% of the total expenditure to be shown separately) 0.00 0.00

3. Profit from Operations before Other Income, Interest and Exceptional Items (1-2) (301.39) (332.70)

4. Other Income 0.00 19.82

5. Profit before Interest and Exceptional Items (3 4) (301.39) (312.87)

6. Interest 0.43

7. Profit after Interest but before Exceptional Items (5-6) (301.39) (312.87)

8. Exceptional items 471.41 0.00

9. Profit ( )/ Loss (-) from Ordinary Activities before tax (7 8) 170.02 (312.87)

10. Tax expense 0.00 0.00

11. Net Profit ( )/Loss (-) from Ordinary Activities after tax (9-10) 170.02 (312.87)

12. Extraordinary Item (net of tax expense Rs. 0.00 0.00

13. Net Profit( )/ Loss(-) for the period (11-12) 170.02 (312.87)

14. Paid-up equity share capital (Face Value of the Share shall be indicated) 1029.76 1029.76

15. Reserve excluding Revaluation 20.00 20.00

16. Earnings Per Share (EPS)

a) Basic and diluted EPS before Extraordinary items for the period, 1.65 (3.04) for the year to date and for the previous year (not to be annualized)

b) Basic and diluted EPS after Extraordinary items for the period, 1.65 (3.04) for the year to date and for the previous year (not to be annualized)

17. Public Shareholding

-No. of shares 2,677,517 2,677,517

- Percentage of shareholding 26.00% 26.00%

18. Promoters and promoter group Shareholding **

a) Pledged/Encumbered

- Number of shares 0.00 0.00

- Percentage of shares (as a % of the total shareholding of 0.00 0.00 promoter and promoter group)

- Percentage of shares (as a% of the total share capital of the 0.00 0.00 company)

b) Non-encumbered

- Number of Shares 7,620,083 7,620,083

- Percentage of shares (as a% of the total shareholding of 74.00% 74.00% promoter and promoter group)

- Percentage of shares (as a % of the total share capital of the 74.00% 74.00% company)



1. BUSINESS AND OPERATIONS OF THE COMPANY

VIRTUAL SOFT- LEVERAGING

ROAMING TELECOM, VIRTUAL EVENT & VIRTUAL EXPERIENCE TECHNOLOGIES TO PROVIDE UNIQUE & EXCEPTIONAL "CONNECT ,COMMUNICATE & ENGAGE, EXPERIENTIALLY & COST - EFFECTIVELY (C2E3)" PRODUCTS, PLATFORMS , PROGRAMS AND SOLUTIONS TO LARGE BUSINESS CUSTOMERS AND CONSUMERS

Video Rich Broadband & 3G / 4G mobile networks - with LTE/ 5G coming soon - are revolutionizing the way we do business and run our lives. Virtual Soft and its v Reach division offer outstanding digital broadband solutions. They use technology developed inhouse and by our best- of -breed global partners to the advantage of large enterprises, associations and media companies as well as their customers and consumers. Broadband network & application solutions offer you a convergence of voice, data and video that can be used for your business - by creating and leveraging business function specific virtual events - both live & on-demand, ideally through an annual engagement contract with VirtualSoft.

VirtualSoft develops, integrates and deploys the technologies of the day to set up the infrastructure & application platforms needed for streaming interactive rich media content - as well as creating and managing virtual events-over the internet, intranet or extranet.

A proprietary system called v Code guarantees clarity and seamless delivery of audio, video and multimedia files across both narrowband and broadband networks.

Virtual Soft has developed a world-class Enterprise Communication Platform called vReach that utilizes existing corporate computing and communocations infrastructure to make real-time business meeting and events more cost-effective and convenient by reducing travel and extending reach to globally dispersed customers, partners, and co-workers over low and high bandwidth connections through a simple browser interface.

VirtualSoft''s vReach division also offers Rich Media content creation and migration services using proprietary technology and business methods. It creates near video on-demand content synchronized with Power point slides and other interactive mechanisms for leading conference organizers like CM, FICCI, The Times of India Group, The Federation of Asian Advertising Associations, India Today;

and for leading enterprises such as SAP, IBM, The World Bank and the Tata Group.

It has created over 10,000 hours of such content for over 500 different conferences and training events. This content is available in CD/DVD form as well as on knowledge on-demand servers accessible over the intranet and/or internet.

In the year under Review, we continued making progress on both the Digital Demand Generation and Telecom initiatives that were launched in the past few years.

In Demand Generation, we continued to strengthen the strategic partnership for India and APAC with 6Connex Inc. (www.6Connex.com)-a California based global leader in Virtual Experience & Virtual Destination based business solutions. Supplementing 6Connex''s latest Version 7 Technology/ Platform with our own domain competence, technology, processes and goto market ecosystem, Virtual Soft is poised launched a range of next generation Virtual Experience based events for demand generation, customer engagement, collaboration, learning and knowledge management. This will build on the work done in the past few years for brands like CNBC/ Web 18, Cisco, Oracle, and Intel - both at the India & APAC level.

The Telecom Division that launched global roaming solutions and services under the "Roaml" brand (www.roam1.com), in FY 2010-11 continued to make significant progress in terms of innovative and and unique product introductions and plans as well gaining market share and acceptance - from end -customers and channel partners.

Our flagship product here is the Global Single Sim Product, that contains 3 Telephone Numbers or Profiles (UK -Italy- USA) that provides low cost telephony in international roaming. This SIM provides Free Incoming in over 90 countries and provides low cost Call Back to India. This is offered through both a prepaid and post-paid plans, with real-time billing that allows the Indian Customer to control his international telephony expenses. The billing is in real time and is visible instantly on the net which ensures that there is no room for over billing. The customer gets to retain the card and can publish the number as his permanent International Number on his business card and stationary etc. This way every time the customer goes abroad, he adds talk time on his card which makes repeat business very easy for us. The Global Single SIM Product is supported by a wide array of country and continent specific products and plans for voice, data and Blackberry Messaging.

During the year under review, your Company, completed the proposal for selling the Roam 1 Division''s running and operating business on a Slump Sale Basis, to Roam

1 Telecom Ltd, New Delhi wef close of Business Hours of 30th June 2014 for Part Cash and Part Stock - that has lead to Roaml Telecom becoming a Majority held subsidiary of your Compoany. This development will allow dedicated focus and build out of the Roaming / Telecom Business as a stand alone Business which should be beneficial both to the Roam 1 business venture as well as your Company.

In the year under Review, with an intent to synergise the two divisions at a corporate level, the C2E3 Initiative was strengthened. C2E3 stands for Connect Communicate Engage Experientially and Cost - Effectively and provides a bridge for the Telecom & Roam 1 Division to collaborate with the Virtual Events and Demand Gen Division in technology & product development, marketing and large partner and account development. This will lead to unique cross developed product offerings (e.g mobile sales, mobile learning and mobile marketing & couponing tools and platforms), cost rationalisation as well as more sales yield from our goto market partners and large enterprise accounts.

With the foundation in Enterprise Broadband solutions, Telecom and Roaming Solutions and now the C2E3 Initiative - all of which are scaling up well, the Company now expects significant growth in both revenues and profitability in the current year and the years to come.

2 DIVIDEND

Your Directors do not recommend a dividend.

3. AUDITORS

M/s. Nath Ahuja & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

4. DIRECTORS

Mr. Suresh Rajpal and Mr. Ashok Kumar Anand retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Mrs. Ritu Tandan who was appointed as an Additional Director in the Meeting of the Board of Directors of the Company held on May 30, 2014 and who hold office up to the date of the ensuing Annual General Meeting of the Company and being eligible offer themselves for re- appointment.

5. DEPOSITS

The Company has not accepted deposits from the public for the year under consideration.

6. PARTICULARS OF EMPLOYEES

There is no employee of the Company who has received remuneration in excess of such sum as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

7. CAPITAL MARKET DEVELOPMENTS

As on date, 94.66% of Shares are in Demat form and are listed on various stock exchanges. The Company has, from time to time, reminded the shareholders/ investor, holding the Shares in Physical form to convert their Shareholding to dematerialized form.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Details of Conservation of Energy

The Company uses electric energy for its equipment such as air-conditioners, computer terminals, lighting and utilities in the work premises.

All possible measures have been taken to conserve energy

By identifying potential areas for saving;

By incorporating energy efficient equipment;

By automation.

(b) Technology Absorption

Research & Development Specific areas in which Research & Development work has been done in the Company- Intranet Content Delivery Network (ICDN) solution. This solution helps Companies slash costs and raise intellectual capital.

(c) Foreign Exchange Earnings

There had been no foreign exchanges earnings, during the year.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors wish to state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that they 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 they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that they had prepared the annual accounts on a going concern basis.

10. CORPORATE GOVERNANCE

A Separate statement an Corporate Governance along with the Auditor''s Certificate on its compliance is given as part of the Annual Reports.

11. ACKNOWLEDGEMENTS

Your Directors acknowledge with a deep sense of gratitude the continued support extended by investors, customers, business associates, bankers and vendors. Your Directors take this opportunity to thank the regulatory and governmental authorities.

For and on behalf of the Board of Directors

Place : New Delhi Mr. Gokul Tandan Mr. R.V.Kulkarni Date : August 14, 2014 Managing Director Wholetime Director


Mar 31, 2012

Dear Shareholders,

The Directors take pleasure in presenting for your consideration and approval the Twentieth Annual Report of your Company for the financial year ended March 31, 2012.

1 Financial Result

Particulars Year Ended Year Ended 31.03.2012 31.03.2011

1. (a) Net Sales/Income from Operations 430.73 125.66

(b) Other Operating Income 0.00 0.00

2. Expenditure

a. Increase/decrease in stock in trade and work in progress 0.00 0.00

b. Consumption of raw materials 0.00 0.00

c. Purchase of traded goods 288.83 59.87

d. Employees cost 131.57 13.62

e. Depreciation 7.42 6.70

f. Other expenditure 134.21 47.05

g. Total 562.03 127.24 (Any item exceeding 10% of the total expenditure to be shown separately) 0.00 0.00

3. Profit from Operations before Other Income, Interest and Exceptional Items (1-2) (131.30) (1.58)

4. Other Income 16.62 4.95

5. Profit before Interest and Exceptional Items (3 4) (114.68) 3.37

6. Interest 0.43 0.46

7. Profit after Interest but before Exceptional Items (5-6) (115.11) 2.918

Exceptional items 0.00 0.00

9. Profit ( )/ Loss (-) from Ordinary Activities before tax (7 8) (115.11) 2.91

10. Tax expense 0.00 0.00

11. Net Profit ( )/ Loss (-) from Ordinary Activities after tax (9-10) (115.11) 2.9112.

Extraordinary Item (net of tax expense Rs. 0.00 0.00

13. Net Profit( )/ Loss(-) for the period (11-12) (115.11) 2.91

14. Paid-up equity share capital (Face Value of the Share shall be indicated) 754.76 754.76

15. Reserve excluding Revaluation 20.00 20.00

16. Earnings Per Share (EPS)

a) Basic and diluted EPS before Extraordinary items for the period, (1.53) 0.04 for the year to date and for the previous year (not to be annualized)

b) Basic and diluted EPS after Extraordinary items for the period, (1.53) 0.04 for the year to date and for the previous year (not to be annualized)

17. Public Shareholding

- No. of shares 2,327,519 2,329,517

- Percentage of shareholding 30.84% 30.86%

18. Promoters and promoter group Shareholding **

a) Pledged/Encumbered

- Number of shares 0.00 0.00

- Percentage of shares (as a % of the total shareholding of promoter and promoter group) 0.00 0.00

- Percentage of shares (as a% of the total share capital of the company) 0.00 0.00

b) Non-encumbered

- Number of Shares 5,220,081 5,518,083

- Percentage of shares (as a% of the total shareholding of promoter and promoter group) 69.16% 69.14%

- Percentage of shares (as a % of the total share capital of the company) 69.16% 69.14%

1. BUSINESS AND OPERATIONS OF THE COMPANY

VIRTUAL SOFT- LEVERAGING

MOBILE ROAMING, TELECOM, VIRTUAL EVENT & DEMAND GEN TECHNOLOGIES TO PROVIDE UNIQUE & EXCEPTIONAL "CONNECT ,COMMUNICATE & ENGAGE, EXPERIENTIALLY (C2E2)" PRODUCTS, PLATFORMS , PROGRAMS AND SOLUTIONS TO LARGE BUSINESS CUSTOMERS AND CONSUMERS

Video Rich Broadband & 3G / 4G mobile networks are revolutionizing the way we do business and run our lives. Virtual Soft and its v Reach division offer outstanding digital broadband solutions. They use technology developed in house and by our best-of -breed global partners to the advantage of large enterprises, associations and media companies as well as their customers and consumers. Broadband network & application solutions offer you a convergence of voice, data and video that can be used for your business - by creating and leveraging business function specific virtual events - both live & on-demand, ideally through an annual engagement contract with VirtualSoft.

Virtual Soft transforms conventional business, learning, entertainment and media enterprises into rich media digital corporations. It uses the technologies of the day to set up the infrastructure & application platforms needed for streaming interactive rich media content - as well as creating and managing virtual events - over the internet, intranet or extranet.

A proprietary system called v Code guarantees clarity and seamless delivery of audio, video and multimedia files across both narrowband and broadband networks.

Virtual Soft has developed a world-class Enterprise Communication Platform called vReach that utilizes existing corporate computing infrastructure to make real- time business meeting and events more cost-effective and convenient by reducing travel and extending reach to globally dispersed customers, partners, and co-workers over low and high bandwidth connections through a simple browser interface.

VirtualSoft''s vReach division also offers Rich Media content creation and migration services using proprietary technology and business methods. It creates near video on-demand content synchronized with Power point slides and other interactive mechanisms for leading conference organizers like CII, FICCI, The Times of India Group, The Federation of Asian Advertising Associations, India Today; and for leading enterprises such as SAP, IBM, The World Bank and the Tata Group.

It has created over 10,000 hours of such content for over 500 different conferences and training events. This content is available in CD/DVD form as well as on knowledge on-demand servers accessible over the intranet and/or internet.

In the year under Review, we continued making progress on both the Digital Demand Generation and Telecom initiatives that were launched in the previous year.

In Demand Generation, we continued to strengthen the strategic partnership for India and APAC with 6Connex Inc. (www.6Connex.com) - a California based global leader in Virtual Experience based business solutions. Supplementing their technology with our own domain competence, processes and goto market ecosystem, Virtual Soft launched a range of next generation Virtual Experience based events for demand generation, customer engagement, collaboration, learning and knowledge management for brands like CNBC/ Web 18, Cisco, Oracle, and Intel - both at the India & APAC level.

Further, for Intel India we received a major demand generation assignment for their Small Medium Business (SMB) target audience in the Delhi/ NCR and Punjab territories. This was subsequently extended to Western and Southern India States.

The Telecom Division that launched global roaming solutions and services under the "Roaml" brand (www. roam1.com), continued to make significant progress in terms of innovative and and unique product introductions and plans as well gaining market share and acceptance - both from end -customers and channel partners.

Our flagship product here is the Global Single Sim Product, that contains 3 Telephone Numbers or Profiles (UK -Italy- USA) that provides low cost telephony in international roaming. This SIM provides Free Incoming in over 90 countries and provides low cost Call Back to India. This is offered through both a prepaid and post- paid plans, with real-time billing that allows the Indian Customer to control his international telephony expenses.

The billing is in real time and is visible instantly on the net which ensures that there is no room for over billing. The customer gets to retain the card and can publish the number as his permanent International Number on his business card and stationary etc. This way every time the customer goes abroad, he adds talk time on his card which makes repeat business very easy for us. The Global Single SIM Product is supported by a wide array of country and continent specific products and plans for voice, data and Blackberry Messaging.

In the year under Review, with an intent to synergise the two divisions at a corporate level, the C2E2 Initiative was conceived. C2E2 stands for Connect Communicate Engage Experientially and provides a bridge for the Telecom & Roam 1 Division to collaborate with the Virtual Events and Demand Gen Division in technology & product development, marketing and large partner and account development. This will lead to unique cross developed product offerings (e.g mobile sales, mobile learning and mobile marketing & couponing tools and platforms), cost rationalization as well as more sales yield from our goto market partners and large enterprise accounts.

With the foundation in Enterprise Broadband solutions, Telecom and Roaming Solutions and now the C2E2 Initiative - all of which are scaling up well, the Company now expects significant growth in both revenues and profitability in the current year and the years to come

2 DIVIDEND

Your Directors do not recommend a dividend.

3. AUDITORS

M/s. Nath Ahuja & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

4. DIRECTORS

Mr. Suresh Rajpal and Mr. Ashok Kumar Anand retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

5. DEPOSITS

The Company has not accepted deposits from the public for the year under consideration.

6. PARTICULARS OF EMPLOYEES

There is no employee of the Company who has received remuneration in excess of such sum as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

7. CAPITAL MARKET DEVELOPMENTS

As on date, 92.67% of Shares are in Demat form and are listed on various stock exchanges. The Company has, from time to time, reminded the shareholders/ investor, holding the Shares in Physical form to convert their Shareholding to dematerialized form.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Details of Conservation of Energy

The Company uses electric energy for its equipment such as air-conditioners, computer terminals, lighting and utilities in the work premises.

All possible measures have been taken to conserve energy:

- By identifying potential areas for saving;

- By incorporating energy efficient equipment;

- By automation.

(b) Technology Absorption

Research & Development Specific areas in which Research & Development work has been done in the Company- Intranet Content Delivery Network (ICDN) solution. This solution helps Companies slash costs and raise intellectual capital.

- Foreign Exchange Earnings

There had been no foreign exchanges earnings, during the year.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors wish to state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that they 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 they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that they had prepared the annual accounts on a going concern basis.

10. CORPORATE GOVERNANCE

A Separate statement an Corporate Governance along with the Auditor''s Certificate on its compliance is given as part of the Annual Reports.

11. ACKNOWLEDGEMENTS

Your Directors acknowledge with a deep sense of gratitude the continued support extended by investors, customers, business associates, bankers and vendors. Your Directors take this opportunity to thank the regulatory and governmental authorities.

For and on behalf of the Board of Directors

Place : New Delhi Mr. Gokul Tandan Mr. R.V.Kulkarni

Date : August 01, 2012 Managing Director Wholetime Director

 
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