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Directors Report of Zigma Software Ltd.

Mar 31, 2012

The Directors have pleasure in presenting their 23rd Annual Report on the operation of the Company together with and Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS:

Rupees in Lakhs 2011-2012 2010-2011

Gross Income 30.81 144.61

Total Expenditure 30.60 79.40

Gross Profit 0.21 65.21

Interest 0.09 0.41

Depreciation 40.24 63.76

Profit Before Taxation (40.11) 1.04

Provision for Tax 0.00 0.40

Profit After Tax (40.11) 0.64

Balance B/F from previous year 24.45 23.81

Profit Available for Appropriation (15.66) 24.45

Paid-up Equity Capital 4176.00 4176.00

Reserve & Surplus 3518.34 3572.46

REVIEW OF OPERATIONS:

The performance of your Company during the year has not been satisfactory due to slow down of economy in the recent past, though the global/domestic economy has been back on the path of development, your Company could not come over the crisis and it is still facing stiff competition in the domestic market, consequently the sales and profitability of the Company has been dropped during the year under review in comparison to previous year.

There are some positives, which are expected to help your Company to improve its turnover and profitability. The Company has undertaken several consultancies and IT enabled services and also expanded its business in the field of biotech and real estate to ensure future growth of the Company.

DIVIDEND:

Due to loss in the year under review, your Directors regret their inability to recommend dividend for the year ended 31st March, 2012.

CHANGE OF REGISTERED OFFICE:

The situation of the Registered Office of the Company has been shifted from Centre Point, 21, H.B. Sarani, 4th floor, Kolkata-700 001 to P-113, Kalindi Housing Estate, Ground Floor, P.S.: Lake Town, Kolkata -700089 with effect from 1st July, 2011.

ACCOUNTING POLICIES:

The major accounting policies of the Company are annexed to the Accounts.

PERSONNEL:

There are no employees in the Company who are in receipt of salary of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m., if employed for part of the year. Hence the Statement of particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended till date is not attached.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company being engaged in the business of Consultancy and Information &Technology, the Directors have nothing to report in compliance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

FIXED DEPOSITS:

During the year under review the Company has neither invited nor received any deposit from the Public.

CORPORATE GOVERNANCE:

A Management Discussion and Analysis Report forms part of this report. A separate report on Corporate Governance is also included as a part of the Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is also attached to this Annual Report.

A Code of Conduct, as applicable to the Board Members and Senior Management personnel has been adopted and is practiced and has been put on the website of the Company.

STATUTORY DISCLOSURES:

None of the Directors of the Company are disqualified as per the provisions of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS:

Shri Neeraj Sachan retires from the Board by rotation at the ensuing Annual General Meeting and offers himself for reappointment.

DIRECTOR''S RESPONSIBILITY:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

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

(ii) appropriate accounting policies have been selected 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 the affairs of the Company as at 31st March, 2012 and of the Loss of the Company forthe said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS:

Messrs. Bijan Ghosh & Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment for the year ending 31st March, 2013.

AUDITORS REPORT:

The observation made in the Auditors Report read with the Notes on the Accounts are self explanatory and do not require any further clarification.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their appreciation of the support and assistance received from the Central and State Governments of Karnataka, Maharashtra and Bankers.

Your Directors are thankful to the esteemed customers fortheir continued support. The Directors wish to record their deep appreciation of the hard work, dedication and enthusiastic support by all the employees for the commendable performance of the Company and also thank the shareholders fortheir unstinted support to the Company.

On behalf of the Board

P. Singhi, Whole time Director

Kolkata, 13th August, 2012. N. Sachan, Director


Mar 31, 2011

The Directors have pleasure in presenting their 22nd Annual Report on the operation of the Company together with and Audited Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS:

Rupees in Lakhs

2010-2011 2009-2010

Gross Income 144.61 147.92

Total Expenditure 79.40 39.04

Gross Profit 65.21 108.88

Interest 0.41 0.69

Depreciation 63.76 102.90

Profit Before Taxation 1.04 5.29

Provision for Tax 0.40 0.47

Profit After Tax 0.64 4.82

Balance B/F from pervious year 23.81 18.99

Profit Available for Appropriation 24.45 23.81

Paid-up Equity Capital 4176.00 3816.00

Reserve & Surplus 3572.46 2767.19

REVIEW OF OPERATIONS:

The performance of your Company during the year has not been satisfactory due to slow down of economy in the recent past, though the global/domestic economy has been back on the path of development, your Company could not come over the crisis and it is still facing stiff competition in the domestic market, consequently the sales and profitability of the Company has been dropped during the year under review in comparison to previous year.

There are some positives, which are expected to help your Company to improve its turnover and profitability. The Company has undertaken several consultancies and IT enabled services and also expanded its business in the field of biotech and real state to ensure future growth of the Company.

DIVIDEND:

In view of the requirement of working capital to make the undertaken projects viable and successful, your Directors regret their inability to recommend dividend for the year ended 31st March, 2011.

CHANGE OF REGISTERED OFFICE:

The situation of the Registered Office of the Company has been shifted from Centre Point, 21, H.B. Sarani, 4th floor, Kolkata-700 001 to P-113, Kalindi Housing Estate, Ground Floor, P.S.: Lake Town, Kolkata -700089 with effect from 1st July, 2011.

ACCOUNTING POLICIES:

The major accounting policies of the Company are annexed to the Accounts.

PERSONNEL:

There are no employees in the Company who are in receipt of salary of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m., if employed for part of the year. Hence the Statement of particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended till date is not attached.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company being engaged in the business of Consultancy and Information & Technology, the Directors have nothing to report in compliance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

FIXED DEPOSITS:

During the year under review the Company has neither invited nor received any deposit from the Public.

CORPORATE GOVERNANCE:

A Management Discussion and Analysis Report forms part of this report. A separate report on Corporate Governance is also included as a part of the Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is also attached to this Annual Report.

A Code of Conduct, as applicable to the Board Members and Senior Management personnel has been adopted and is practiced and has been put on the website of the Company.

STATUTORY DISCLOSURES:

None of the Directors of the Company are disqualified as per the provisions of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS:

Shri Ashok Kumar Agarwal retires from the Board by rotation at the ensuing Annual General Meeting and offers himself for reappointment.

DIRECTOR'S RESPONSIBILITY:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

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

(ii) appropriate accounting policies have been selected 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 the affairs of the Company as at 31st March, 2011 and of the profit of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS:

Messrs. Bijan Ghosh & Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment for the year ending 31st March, 2012.

AUDITORS REPORT:

The observation made in the Auditors Report read with the Notes on the Accounts are self explanatory and do not require any further clarification.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their appreciation of the support and assistance received from the Central and State Governments of Karnataka, Maharashtra and Bankers.

Your Directors are thankful to the esteemed customers for their continued support. The Directors wish to record their deep appreciation of the hard work, dedication and enthusiastic support by all the employees for the commendable performance of the Company and also thank the shareholders for their unstinted support to the Company.

On behalf of the Board

P. Singhi, Whole time Director

Kolkata, 3rd September, 2011. N. Sachan, Director


Mar 31, 2010

The Directors have pleasure in presenting their 21st Annual Report on the operation of the Company together with and Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS:

Rupees in Lakhs

2009-2010 2008-2009

Gross Income 147.92 235.44

Total Expenditure 39.04 64.61

Gross Profit 108.88 170.83

Interest 0.69 0.37

Depreciation 102.90 164.92

Profit Before Taxation 5.29 5.54

Provision for Tax 0.47 0.20

Profit After Tax 4.82 5.34

Balance B/F from pervious year 18.99 13.65

Profit Available for Appropriation 23.81 18.99

Paid-up Equity Capital 3816.00 3816.00

Reserve & Surplus 2767.19 2762.37

REVIEW OF OPERATIONS:

The performance of your Company during the year has not been satisfactory due to slow down of economy in the recent past, though the global/domestic economy has been back on the path of development, your Company could not come over the crisis and it is still facing stiff competition in the domestic market, consequently the sales and profitability of the Company has been dropped during the year under review in comparison to previous year.

There are some positives, which are expected to help your Company to improve its turnover and profitability. The Company has undertaken several consultancies and IT enabled services and also expanded its business in the field of biotech and real state to ensure future growth of the Company.

DIVIDEND:

In view of the requirement of working capital to make the undertaken projects viable and successful, your Directors regret their inability to recommend dividend for the year ended 31st March, 2010.

ACCOUNTING POLICIES:

The major accounting policies of the Company are annexed to the Accounts.

PERSONNEL:

There was no employee who received remuneration in excess of the limit prescribed in Section 217(2A) of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company being engaged in the business of Consultancy and Information & Technology, the Directors have nothing to report in compliance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

FIXED DEPOSITS:

During the year under review the Company has neither invited nor received any deposit from the Public.

CORPORATE GOVERNANCE:

A Management Discussion and Analysis Report forms part of this report. A separate report on Corporate Governance is also included as a part of the Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is also attached to this Annual Report.

A Code of Conduct, as applicable to the Board Members and Senior Management personnel has been adopted and is practiced and has been put on the website of the Company.

DIRECTORS:

Shri Pankaj Sachan retires from the Board by rotation at the ensuing Annual General Meeting and offers himself for reappointment.

Shri Pramod Singhi appointed as Additional Director of the Company with effect from 3rd September, 2010. He will hold office upto the date of this Annual General Meeting of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 from the members of the Company proposing his appointment as Directors of the Company at the Annual General Meeting of the Company and he has consented to act as such, if so appointed.

DIRECTORS RESPONSIBILITY:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

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

(ii) appropriate accounting policies have been selected 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 the affairs of the Company as at 31st March, 2010 and of the profit of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS:

Messrs. Bijan Ghosh & Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment for the year ending 31st March, 2011.

AUDITORS REPORT:

The observation made in the Auditors Report read with the Notes on the Accounts are self explanatory and do not require any further clarification.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their appreciation of the support and assistance received from the Central and State Governments of Karnataka, Maharashtra and Bankers.

Your Directors are thankful to the esteemed customers for their continued support. The Directors wish to record their deep appreciation of the hard work, dedication and enthusiastic support by all the employees for the commendable performance of the Company and also thank the shareholders for their unstinted support to the Company.

On behalf of the Board

Y Rampuria, Director & Chief Executive N. Sachan, Director

Kolkata, 3rd September, 2010