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Directors Report of Vital Communications Ltd.

Mar 31, 2011

The Directors are pleased to present their Sixteen Annual Report and Audited Accounts for the Year ended 31st March, 2011.

FINANCIAL RESULTS

Year ended Year ended 31stMarch, 31st March, 2011 2010 (Rs. In Lac) (Rs. In Lac)

Sales and allied Income 0.00 0.00

Profit after Interest but before -3.11 -6.20 Depreciation & Taxation

Net Profit before Tax -6.40 -65.90

Provision for FBT 000 0.00

Deferred Income Tax 0.02 -3.44

Profit after Tax -6.42 -62.46

INTERNAL CONTROL SYSTEMS

Your company's internal control systems and procedures are commensurate with the size of operations and adequate enough to meet the following objectives:

- Efficient use and safeguarding of resources

- Compliances with statutes, policies and procedure

- Transactions being accurately recorded and promptly reported.

FINANCIAL PERFORMANCE

The company has a turnover of Rs. 0. lac during the year 2010-11 as against Rs. O.lac in the previous year. The net loss of Rs 6.42 lac during the year as against a loss of Rs.62.46 lac in previous year.

HUMAN RESOURCES

Human resource development continues to be a core organizational objectives of the company. The company recognizes that its human resources is its greatest strength in realizing its goals and objectives.

RISK MANAGEMENT

The company constantly endeavors to broaden the charter of risk management to include opportunities as well as threats. Risk Management is an important part of decision making at all levels of the company.

DIVIDEND

Yours Directors regrets their inability to propose any dividend in view of the loss during year.

RESERVES

The Reserves at the end of the year 31st March 2011 is at Rs.265.14 Lacs as against the total Reserves of Rs. 271.56 lacs in previous year.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET

There has been no material change in the performance of the Company during the current year commencing from 1st April, 2011.

PARTICULARS OF EMPLOYEES:

None of the employee's particulars are covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975.

CORPORATE GOVERNANCE

A report on the Corporate Governance Code along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure 'A' which forms part of this report. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors' Responsibility Statement is given in Annexure-'B', which forms part of this report.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The company's business demands constant absorption and adaptation of changing technologies to stay competitive in the rapidly changing world. The software development centers are constantly absorbing, adapting and deploying new technologies. Significant efforts have gone towards migration of professionals to the new technology.

FIXED DEPOSITS

The company has not accepted any fixed deposits during the year therefore the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company Smt. Shubha Jhindal is due to retire by rotation and being eligible, offer herself for re-appointment.

AUDITORS

The Auditors M/s G.P.Keshri & Associates., Chartered Accountants, New Delhi, retires at the conclusion of the forthcoming Annual General Meeting and offers its willingness to hold the office of the Auditors of the Company for next term.

CLARIFICATION OF QUALIFICATION IN AUDITOR'S REPORT

As there is no qualification in Auditor's Report, need for clarification for the same does not arise.

STOCK EXCHANGES

The shares of your company are listed on BSE and NSE. The Annual Listing fees of the Bombay Stock Exchange Ltd. for the year 2011-12 has been paid. Revocation of suspension of trading of shares of the company from NSE is still under process.

Directors Responsibility Statement

Pursuant to provisions of Section 217 (2AA) of the companies Act, 1956, the Board of Directors of Vital Communications Ltd. having its registered office at 606, Kailash Building, Kasturba Gandhi Marg, New Delhi-110001, do hereby confirm -

i that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other Irregularities.

iv. that the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors thank the members, clients, The Securities and Exchange Board of India, The Bombay Stock Exchange Ltd, National Stock Exchange of India Ltd. Company's bankers for their continued support to the company. Your directors wish to place on record their appreciation for the dedicated and sincere services rendered by the staff and officers of the company without whom the steady growth of the company would have not been possible.

The Directors thank you for your support and cooperation to the company.

By order of the Board of Director

Place: New Delhi

Date : 5th, September 2011 Director


Mar 31, 2010

The Directors are pleased to present their Fifteen Annual Report and Audited Accounts for the Year ended 31st March, 2010.

FINANCIAL RESULTS

Year ended Year ended 31st March, 2010 31st March, 2009 (Rs. In Lac) (Rs. In Lac)

Sales and allied Income 0.00 0.00

Profit after Interest but before -6.20 -9.34

Depreciation & Taxation

Net Profit before Tax -65.90 -92.09

Provision for FBT 0.00 0.00

Deferred Income Tax -3.44 -26.07

Profit after Tax -62.46 -66.01

INTERNAL CONTROL SYSTEMS

Your companys internal control systems and procedures are commensurate with the size of operations and adequate enough to meet the following objectives:

· Efficient use and safeguarding of resources

· Compliances with statutes, policies and procedure

· Transactions being accurately recorded and promptly reported.

FINANCIAL PERFORMANCE

The company has a turnover of Rs. 0. lac during the year 2009-10 as against Rs.0.lac in the previous year. The net loss of Rs.62.46 lac during the year as against a loss of Rs.66.01 lac in previous year.

HUMAN RESOURCES

Human resource development continues to be a core organizational objectives of the company. The company recognizes that its human resources is its greatest strength in realizing its goals and objectives.

RISK MANAGEMENT

The company constantly endeavors to broaden the charter of risk management to include opportunities as well as threats. Risk Management is an important part of decision making at all levels of the company.

DIVIDEND

Yours Directors regrets their inability to propose any dividend in view of the loss during year.

RESERVES

The Reserves at the end of the year 31st March 2010 is at Rs.271.56 Lacs as against the total Reserves of Rs. 334.02 lacs in previous year.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET

There has been no material change in the performance of the Company during the current year commencing from 1st April, 2010.

PARTICULARS OF EMPLOYEES:

None of the employees particulars are covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975.

CORPORATE GOVERNANCE

A report on the Corporate Governance Code along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure ‘A which forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors Responsibility Statement is given in Annexure-‘B, which forms part of this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO - Nil

PARTICULARS REGARDING ENERGY CONSERVATION

The particulars as described under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, are not applicable to the company.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The companys business demands constant absorption and adaptation of changing technologies to stay competitive in the rapidly changing world. The software development centers are constantly absorbing, adapting and deploying new technologies. Significant efforts have gone towards migration of professionals to the new technology.

FIXED DEPOSITS

The company has not accepted any fixed deposits during the year therefore the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company Mr. Manoj Kumar is due to retire by rotation and being eligible, offer himself for re-appointment.

AUDITORS

The Auditors M/s G.P.Keshri & Associates., Chartered Accountants, New Delhi, retires at the conclusion of the forthcoming Annual General Meeting and offers its willingness to hold the office of the Auditors of the Company for next term.

CLARIFICATION OF QUALIFICATION IN AUDITORS REPORT

As there is no qualification in Auditors Report, need for clarification for the same does not arise.

STOCK EXCHANGES

The shares of your company are listed on BSE and NSE. The Annual Listing fees of the Bombay Stock Exchange Ltd. for the year 2010-11 has been paid. Revocation of suspension of trading of shares of the company from NSE is still under process.

ACKNOWLEDGEMENT

The Directors thank the members, clients, The Securities and Exchange Board of India, The Bombay Stock Exchange Ltd, National Stock Exchange of India Ltd. Companys bankers for their continued support to the company. Your directors wish to place on record their appreciation for the dedicated and sincere services rendered by the staff and officers of the company without whom the steady growth of the company would have not been possible.

The Directors thank you for your support and cooperation to the company.

By order of the Board of Director Place: New Delhi Shyam Sundar Date: 4th, September 2010 Director


Mar 31, 2009

The Directors are pleased to present their Fourteen Annual Report and Audited Accounts for the Year ended 31st March, 2009.

FINANCIAL RESULTS

Year ended Year ended 31 stMarch, 31 st March, 2009 2008 (Rs. In Lac) (Rs. In Lac)

Sales and allied Income 0.00 4.34

Profit after Interest but before -93.48 -35.23 Depreciation & Taxation

Net Profit before Tax -92.09 -87.76

"Provision for FBT 0.00 0.21

Deferred Income Tax -26.07 -22.40

Profit after Tax -66.01 -65.56

INTERNAL CONTROL SYSTEMS

Your companys internal control systems and procedures are commensurate with the size of operations and adequate enough to meet the following objectives:

Efficient use and safeguarding of resources Compliances with statutes, policies and procedure Transactions being accurately recorded and promptly reported.

FINANCIAL PERFORMANCE

The company has a turnover of Rs. 0. lac during the year 2008-09 as against Rs. 4.34 in the previous year. The net loss of Rs 66.01 lac during the year as against a loss of Rs.65.56 lac in previous year.

HUMAN RESOURCES

Human resource development continues to be a core organizational objectives of the company. The company recognizes that its human resources is its greatest strength in realizing its goals and objectives.

RISK MANAGEMENT

The company constantly endeavors to broaden the charter of risk management to include opportunities as well as threats. Risk Management is an important part of decision making at all levels of the company.

DIVIDEND

Yours Directors regrets their inability to propose any dividend in view of the loss during year.

RESERVES

The Reserves at the end of the year 31 st March 2009 is at Rs.334.02 Lacs as against the total Reserves of Rs. 400.04 lacs in previous year.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET

There has been no material change in the performance of the Company during the current year commencing from 1st April, 2009.

PARTICULARS OF EMPLOYEES:

None of the employees particulars are covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975.

CORPORATE GOVERNANCE

A report on the Corporate Governance Code along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure A which forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors Responsibility Statement is given in Annexure-B, which forms part of this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO - Nil

PARTICULARS REGARDING ENERGY CONSERVATION

The particulars as described under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, are not applicable to the company.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The companys business demands constant absorption and adaptation of changing technologies to stay competitive in the rapidly changing world. The software development centers are constantly absorbing, adapting and deploying new technologies. Significant efforts have gone towards migration of professionals to the new technology.

FIXED DEPOSITS

The company has not accepted any fixed deposits during the year therefore the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company Mr. Shyam Sunder is due to retire by rotation and being eligible, offer herself for re-appointment.

AUDITORS

The Auditors M/s G.RKeshri & Associates., Chartered Accountants, New Delhi, retires at the conclusion of the forthcoming Annual General Meeting and offers its willingness to hold the office of the Auditors of the Company for next term.

CLARIFICATION OF QUALIFICATION IN AUDITORS REPORT

As there is no qualification in Auditors Report, need for clarification for the same does not arise.

STOCK EXCHANGES

The shares of your company are listed on BSE and NSE. The Annual Listing fees of the Bombay Stock Exchange Ltd. for the year 2008-09 has been no paid. Revocation of suspension of trading of shares of the company from NSE is still under process.

Directors Responsibility Statement

Pursuant to provisions of Section 217 (2AA) of the companies Act, 1956, the Board of Directors of Vital Communications Ltd. having its registered office at 606, Kailash Building, Kasturba Gandhi Marg, New Delhi-110001, do hereby confirm -

i that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other Irregularities.

iv. that the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors thank the members, clients. The Securities and Exchange Board of India, The Bombay Stock Exchange Ltd, National Stock Exchange of India Ltd. Companys bankers for their continued support to the company. Your directors wish to place on record their appreciation for the dedicated and sincere services rendered by the staff and officers of the company without whom the steady growth of the company would have not been possible. The Directors thank you for your support and cooperation to the company.

By order of the Board of Director Place: New Delhi

Shyam Sundar Date: 5th September 2009 Director

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