Mar 31, 2014
Dear Members,
The directors are pleased to present the 29th Annual Report and the
Audited Accounts for the financial year ended31st March,2014.
FINANCIAL RESULTS:
CURRENT YEAR PREVIOUS YEAR
2014 2013
(Rs. In Lacs) (Rs. In Lacs)
Sales & Services 25.96 27.52
Other Income 0.00 0.00
Total Income 25.96 27.52
Total Expenditure 25.64 32.68
Profit / (Loss) for the period 0.32 (5.16)
Balance Carried Forward 0.32 (5.16)
DVIDEND
In order to plough back the profits into business, your Directors do
not recommend any dividend for the year under review.
BUSINESS OUTLOOK OF THE COMPANY
The thrust of the Government of India to accomplish "Financial
Inclusion" in both rural and urban India has opened up a vast new
market for our company.
Our company had acquired a mobile payment/financial transaction
platform via its earlier amalgamation and this platform is now of great
relevance and value to the Indian market given the above opportunity.
This mobile financial platform is now being modified and upgraded to
meet the needs of the market arising from the above policy of the Govt
of India putting our company in a good position to get substantial
business from banks, financial institutions, corporates, etc. who are
now mandated to achieve financial inclusion The business outlook of the
company is therefore bright given this new focus and direction of the
Government of India and the special advantage that our company has in
terms of the mobile financial transaction platform technology that the
company possesses.
Our company will however continue to look for opportunities for
merger/acquisition/strategic alliance of suitable companies both
outside and inside India as means to bring in appropriate technology
and/or open up new markets for our company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS
A separate report on the Corporate Governance and Management Discussion
Analysis for the year under review, as stipulated in Clause-49 of the
Listing Agreement with the Stock Exchanges, has been attached as part
of this annual report.
DIRECTORS DISCLOSURES
* Shri. Suvash Biswas resigned from Board of Directors of the Company
on 29th May, 2014.
* Shri. Shaji John Abraham, Shri. Darius Minoo Belgamvala and Smt.
Piroja Darius Belgamvala are to be appointed as Independent Director
subject to the approval of shareholders.
Pursuant to the requirement under (Section 134(5) of the Companies Act,
2013 (erstwhile Section-217(2AA) of the Companies Act, 1956), with
respect to Directors'' Responsibility Statement is hereby confirmed
that:
1) That in the preparation of the accounts for the financial year ended
31st March, 2014; the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the year and of the loss of the
Company for the year under review.
3) That the Directors have 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.
4) That the Directors have prepared the accounts for the year ended
31st March, 2014, on a going concern basis.
5) Had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively; and
6) Had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and
operating effectively.
OBSERVATIONS OF AUDITORS
As regards the observations of Auditors, in Item No.5(d) of their
Report regarding amortization of technology fees, the Board wish to
state that The company has deployed Rs. 38,367,061 in technology fees.
The amount was deployed to create a software platform in line with it''s
business that has the capacity of earning future revenues once the same
is completed. The asset is still under construction and as of now the
number of years the benefit is going to last cannot be ascertained.
Since the Asset is under construction the question of applicability of
AS 26 and AS 28 will not arise.
AUDITORS
M/s. Vivekanandan Associates, the Statutory Auditors of the Company,
hold office until the ensuing Annual General Meeting. The said Auditors
have furnished the Certificate of their eligibility for re-appointment.
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Rules framed thereunder, the Audit Committee has proposed to
appoint M/s. Vivekanandan Associates as Statutory Auditors of the
Company from the conclusion of this Annual General Meeting for a period
of 5 years, subject to ratification of their appointment at the
subsequent Annual General Meeting.
DEPOSITS
During the year under review, the Company has not accepted any fixed
deposits from the public.
PERSONNEL
None of the employees of the was in receipt of remuneration in excess
of the limits specified in Section- 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, as
amended.
ACKNOWLEDGEMENT
Your Directors would like to take this opportunity to express sincere
gratitude for the assistance and co- operation from the employees,
Bankers, Customers, Vendors and Shareholders during the year under
review.
ANNEXURE TO DIRECTORS'' REPORT
INFORMATION AS REQUIRED 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
A. CONSERVATION OF ENERGY
The activities of the Company require minimal consumption of energy and
every effort has been made to ensure the optimal use of energy. All
possible measures have been taken to conserve energy.
B. TECHNICAL ABSORPTION
The Company has developed expertise for technology required for its
business and the same has been fully absorbed.
C. DETAILS OF POWERAND FUELCONSUMPTION
Not applicable due to nature of business
Place: Chennai For and on behalf of the Board of Directors
Date: 14th August 2014
MICHAELARUL
Chairman & Managing Director
Mar 31, 2013
To The Members,
The directors are pleased to present the 28th Annual Report and the
Audited Accounts for the financial year ended 31st March, 2013.
FINANCIAL RESULTS:
CURRENT YEAR PREVIOUS YEAR
2013 2012
(Rs. In Lacs) (Rs. In Lacs)
Sales & Services 27.52 18.67
Other Income 0.00 0.20
Total Income 27.52 18.87
Total Expenditure 32.68 35.34
Profit / (Loss) for the period (5.16) (16.47)
Balance Carried Forward (5.16) (16.47)
DIVIDEND
In view of losses, your Directors do not recommend any dividend for the
year under review.
BUSINESS OUTLOOK OF THE COMPANY
The company has identified two major opportunities in the US market
where existing profit making companies are available for acquisition
with major control of 51% of equity via exchange of shares of our
company. We will be deciding on whether we can do both or just one
depending on the value they will bring to our company. Once we reach a
basic understanding of such a transaction with these target companies
we will enter into a suitable Memorandum of Understanding (MOU) for
doing a valuation of the company based on which a suitable Share
Purchase (Swap) Agreement will be negotiated with the target companies
in the USA subject to shareholders and other statutory approvals.
We see good outlook for the company if these proposed transactions are
completed as planned. The company is poised to grow through such
mergers/acquisitions both in the domestic and international markets.
All these acquisitions are being planned in the area of Information
Technology and in Healthcare which are high margin growth areas.
The criteria we are evaluating for selection of such opportunities is
based on the parameters like profitability and debt profile of target
company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONANALYSIS
A separate report on the Corporate Governance and Management Discussion
Analysis for the year under review, as stipulated in Clause-49 of the
Listing Agreement with the Stock Exchanges, has been attached as part
of this annual report.
DIRECTORS DISCLOSURES
- Shri. Madhavraj Suresh resigned from Board of Directors of the
Company on 8th November, 2012. - The Board regrets about the sad
demise of Shri. R. Mohanlal, Director of the Company on 21st May, 2013.
-Shri. Shaji John Abraham, who retires by rotation and being eligible,
offer himself for reappointment at the ensuing Annual General Meeting.
- In order to broad base the board, Shri. Darius Minoo Belgamvala &
Smt. Piroja Darius Belgamvala were appointed as Additional Directors.
The shareholders approval is being obtained in the ensuing Annual
General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section-217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement - is
hereby confirmed that:
1) That in the preparation of the accounts for the financial year ended
31st March, 2013; the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the year and of the loss of the
Company for the year under review.
3) That the Directors have 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.
4) That the Directors have prepared the accounts for the year ended
31st March, 2013, on a going concern basis.
OBSERVATIONS OF AUDITORS
As regards Item No.4 of their Report regarding confirmation of account
balances of customers and suppliers, the Management has taken necessary
steps to obtain the confirmations. Since, all the dues from Debtors are
collectable, Hence there is no necessity of making provision for Bad
and Doubtful debts. The Board is of the view that this would not have
any material impact on the financial statement of the Company.
As regards the observations of Auditors, in Item No.5(d) of their
Report regarding amortization of technology fees, the Board wish to
state that in view of inadequacy of profits and meltdown in business
situation all over world, the technology fees have not been amortized
and the same would be done as soon as adequate profits are available in
future.
AUDITORS
The members are requested to appoint Auditors for the period from
conclusion of the ensuing Annual General Meeting till the conclusion of
next Annual General Meeting. M/s Vivekanandan Associates, Chartered
Accountants retire at the ensuing Annual General Meeting and are
eligible for reappointment. The Audit Committee of the Board has
recommended their reappointment.
M/s Vivekanandan Associates have furnished the Certificate of their
eligibility for reappointment under Section- 224(1) of the Companies
Act, 1956. The requisite resolution is being placed for the
shareholders'' approval.
DEPOSITS
During the year under review, the Company has not accepted any fixed
deposits from the public.
PERSONNEL
None of the employees of the was in receipt of remuneration in excess
of the limits specified in Section-217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, as
amended.
ACKNOWLEDGEMENT
Your Directors would like to take this opportunity to express sincere
gratitude for the assistance and co-operation from the employees,
Bankers, Customers, Vendors and Shareholders during the year under
review.
Place: Chennai For and on behalf of the Board of Directors
Date: 30th May, 2013
MICHAELARUL
Chairman & Managing Director
Mar 31, 2010
The directors are pleased to present the 25th Annual Report and the
Audited Accounts for the financial year ended 31st March, 2010..
FINANCIALRESULTS (STANDALONE)
CURRENT YEAR PREVIOUS PERIOD
2010 (12 months) 2009(6 Months)
(Rs. In Lacs) (Rs. In Lacs)
Sales & Services 23.18 9,50
Other Income 0.25 0.10
Total Income 23.43 9.60
Total Expenditure 38.33 28.35
Profit / (Loss) for the period (14.90) (18.75)
Balance Carried Forward (14.90) (18.75)
DVIDEND
in view of losses, your Directors do not recommend any dividend for the
year under review. BUSINESS OUTLOOK OFTHE COMPANY
Due the worldwide economic recession all the projects that the company
was pursuing have been delayed. The company is actively engaged in
discussions with Companies in India and Overseas that have business
synergy with our company for the purpose of acquisitions / mergers.
These target companies have advanced technologies in automated speech
recognition, digital pens and telecom applications.
We see significant business potential in these areas both in India and
Overseas and with the acquisition/merger of these companies. We expect
our company to achieve higherturnover and profits.
The Business Outlook for the company is good for the com ing year
subject to general econom ic situation and provided that any one of the
above opportunities are realized.
CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSIONANALYSIS
A separate report on the Corporate Governance and Management Discussion
Analysis for the year under review, as stipulated in Clause-49 of the
Listing Agreement with the Stock Exchanges, has been attached as part
of this annual report.
DIRECTORS
Mr. R.Mohanlal, who retire by rotation and being eligible, offer
themselves for reappointment at the ensuing Annual General Meeting. In
order to broad base the Board, Mr. M. Suresh was appointed as
Additional Director.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section-217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement - is
hereby confirmed that:
1) That in the preparation of the accounts for the financial year ended
31st March, 2010; the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2) That the Directors have selected such accounting policies and
applied them consistently and made judgements 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 year and of the loss of the
Company for the year under review.
3) That the Directors have 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.
4) That the Directors have prepared the accounts for the year ended
31st March, 2010, on a going concern basis.
OBSERVATIONS OF AUDITORS
As regards the observations of Auditors, in Item No.3(d) of their
Report regarding amortization of technology fees, the Board wish to
state that in view of inadequacy of profits and meltdown in business
situation all over world, the technology fees have not been amortized
and the same would be done as soon as adequate profits are available in
future.
As regards Item No.3(f)of their Report regarding confirmation of
account balances of customers and suppliers, the Management has taken
necessary steps to obtain the confirmations. Since, all the dues from
Debtors are collectable, Hence there is no necessity of making
provision for Bad and Doubtful debts. The Board is of the view that
this would not have.any material impact on the financial statement of
the Company.
AUDITORS
The members are requested to appoint Auditors for the year from
conclusion of the ensuing Annual General Meeting till the conclusion of
next Annual General Meeting. M/s Pratapkaran Paul & Co., Chartered
Accountants retire at the ensuing Annual General Meeting and have
expressed their desire not to be reappointed. A Special Notice has been
received by the Company from a Member, signifying his intention to
appoint Mr.N.Subramanian, Chartered Accountant, as the Auditors of the
Company. Mr. N.Subramanian has confirmed his eligibility for
appointment. The requisite resolution is being placed for the
shareholdersapproval.
DEPOSITS
During the year under review, the Company has not accepted any fixed
deposits from the public.
PERSONNEL
None of the employees of the was in receipt of remuneration in excess
of the limits specified in Section-217(2 A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, as
amended.
ACKNOWLEDGEMENT
Your Directors would like to take this opportunity to express sincere
gratitude forthe assistance and co-operation from the employees,
Bankers, Customers, Vendors and Shareholders during the year under
review.
Place: Chennai For and on behalf of the Board of Directors
Date: 31th May 2010 MICHAELARUL
Chairman & Managing Director