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Directors Report of Shyama Infosys Ltd.

Mar 31, 2014

Dear members,

The Directors have pleased to present the 24th Annual Report together with the statement of audited accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial results of the Company for the year ended 31st March, 2014 are summarized below :

Year Ended 31.03.14 Year Ended 31.03.13 (Rs.) (Rs.)

Gross Income 648,000 439,500

Depreciation 2,895 6,180

Profit / (Loss) before Taxation (1,090) (23,660)

Provision for Taxation — —

Profit / (Loss) after Taxation (310) (23,660)

Brought Forward Profit / (Loss) (3,092,168) (3,068, 508)

Loss carried to Balance Sheet (3,092,478) (3,092,168)

THE COMPANIES ACT, 2013

The Ministry of Corporate Affairs (MCA) has notified 282 sections of the Companies Act, 2013 (CA2013/ ACT) in tranches in September, 2013 and March, 2014 with majority of the sections as well as rules being notified in March, 2014. The Companies Act, 1956 continues to in force to the extent of the corresponding provisions of the CA2013 which are yet to be notified. MCA vide its circular dated April 4, 2014 has clarified that the financial statements and documents annexed thereto, auditor''s report and board''s report in respect of the financial year that have commenced earlier than April, 2014 shall be governed by the provisions of the Companies Act, 1956 and in line with the same the company''s financial statement, auditor''s report and Board''s report and attachments thereto have been prepared in accordance with the provisions of the Companies Act, 1956.

DIVIDEND

The directors are unable to declare any dividend due to unfavourable financial result of the Company.

DISCLOSURE OF INFORMATION PURSUANT TO SECTION 217(1) (E) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

The Company has not commenced any manufacturing activity during the period under review and as such the requirement under the aforesaid rules for the disclosure of information as regards conservation of energy and technology absorption is not applicable to the Company. The Company has not carried on during the year under review any activity relating to exports and has not used or earned any foreign exchange.

FIXED DEPOSIT

The Company has not accepted any deposits under the provision of section 58A of the Companies Act, 1956.

EMPLOYEES

The particulars pursuant to section 217(A) of the Companies Act, 1956 are not required since none of the employees are drawing remuneration exceeding the prescribed limits.

DIRECTORS

Sri Avijit Dey and Sri Raj Kumar Tharad retire by rotation and being eligible offer themselves for reappointment. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed :

i) that in the preparation of the annexed accounts for the financial year ended 31st March, 2013, 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 judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affaires of the Company at the end of the financial year and of the Loss of the Company for the year under review ;

iii) 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 ;

iv) that the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

COMPLIANCE CERTIFICATE

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 attached to this report.

REGISTERED OFFICE

The Company has changed its registered office to B-6, Hema Industrial Estate, Sarvodaya Nagar, Jogeshwari East, Mumbai - 400 060 with effect from 15-11-2013.

SECRETARIAL AUDITOR

Since Secretarial Auditor is mandatory under the Companies Act, 2013, the Board will appoint Secretarial Auditor for the financial year 2014-15.

AUDITORS

M/s. S. K.Das & Associates, Chartered Accountants, Kolkata, Auditors of the Company being eligible for re-appointment expressed their willingness for appointment to the office of Auditor''s. Your Board of Directors recommend M/s. S. K. Das & Associates, Chartered Accountants, Kolkata for being reappointed as Auditors of the Company in accordance within the limits as prescribed under section 224(1B) of the Companies Act, 1956 and shall hold office till the conclusion of next Annual General Meeting of the Company.

ACKNOWLEDGEMENTS

Yours Directors place on records their gratitude and thanks for the co-operation and support of Banks, Governmental Agencies, Business Associates and employees.

For and on behalf of Board of Directors

Sd/-

Place : Mumbai Pradeep Kr. Garg

Date : 29.05.2014 Director


Mar 31, 2013

To The Members of SHYAMA INFOSYS LIMITED

The Directors have pleads to present the 23rd Annual Report together with the statement of audited accounts of the Company for the financial year ended 31 st March, 2013.

FINANCIAL RESULTS

The Financial results of the Company for the year ended 31 st March, 2013 are summarized below :

Year Ended 31.03.13 Year Ended 31.03.12 (Rs. Rs.

Gross Income 439500 347,250

Depreciation 6180 18,057

Profit/(Loss) before Taxation (23,660) (27,284)

Provision for Taxation - -

Profit/(Loss) after Taxation (23,660) (27,284)

Brought Forward Profit / (Loss) (3,068,508) (3,041,224)

Surplus carried to Balance Sheet (3,092,168) (3,068,508)

DIVIDEND

The directors are unable to declare any dividend due to unfavorable financial result of the Company.

DISCLOSURE OF INFORMATION PURSUANT TO SECTION 217(1) (E) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

The Company has not commenced any manufacturing activity during the period under review and as such the requirement under the aforesaid rules for the disclosure of information as regards conservation of energy and technology absorption is not applicable to the Company. The Company has not carried on during the year under review any activity relating to exports and has not used or earned any foreign exchange.

FIXED DEPOSIT

The Company has not accepted any deposits under the provision of section 58A of the Companies Act, 1956.

EMPLOYEES

The particulars pursuant to section 217(A) of the Companies Act, 1956 are not required since none of the employees are drawing remuneration exceeding the prescribed limits.

DIRECTORS

Sri Avijit Dey and Sri Raj Kumar Tharad retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors''

Responsibility Statement, it is hereby confirmed :

i) that in the preparation of the annexed accounts for the financial year ended 31 st March, 2013, 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 judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affaires of the Company at the end of the financial year and of the Loss of the Company for the year under review ;

iii) 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;

iv) that the Directors had prepared the accounts for the financial year ended 31 st March, 2013 on a going concern basis.

AUDITORS

M/s. S. K.Das & Associates, Chartered Accountants, Kolkata, Auditors of the Company being eligible for re-appointment expressed their willingness for appointment to the office of Auditor''s. Your Board of Directors recommend M/s. S. K. Das & Associates, Chartered Accountants, Kolkata for being reappointed as Auditors of the Company in accordance within the limits as prescribed under section 224(1 B) of the Companies Act, 1956 and shall hold office till the conclusion of next Annual General Meeting of the Company.

ACKNOWLEDGEMENTS

Yours Directors place on records their gratitude and thanks for the co-operation and support of Banks, Governmental Agencies, Business Associates and employees.

By Order of the Board

Sd/-

Place : Mumbai Pradeep Kumar Garg

Dated : 10th May, 2013 Director


Mar 31, 2009

The Directors have pleasure in presenting the Nineteenth Annual Report, together with the Audited Accounts of the Company for the year ended 31 st March, 2009.

FINANCIAL RESULTS

(Amount in Rs.) 2008-2009 2007-2008

Gross Income (Loss) (1,20,628) (2,91,242)

Depreciation 23,811 23,811

Profit/(Loss) before Taxation (1,44,439) (3,15,053)

Provision for Taxation -- --

Deferred Tax Liabilities -- --

Profit / (Loss) After Taxation (1,44,439) (3,15,053)

Surplus carried to Balance Sheet (30,26,163) (28,81,724)

DIVIDEND

The directors are unable to declare any dividend due to unfavourable financial result of the Company.

DISCLOSURE OF INFORMATION PURSUANTTO SECTION 217(1) (E) OFTHE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988

The Company has not commenced any manufacturing activity during the period under review and as such the requirement under the aforesaid rules for the disclosure of information as regards conservation of energy and technology absorption is not applicable to the Company. The Company has not carried on during the year under review any activity relating to exports and has not used or earned any foreign exchange.

FIXED DEPOSIT

The Company has not accepted any deposits under the provision of section 58A of the Companies Act, 1956.

EMPLOYEES

The particulars pursuant to section 217(A) of the Companies Act, 1956 are not required since none of the employees are drawing remuneration exceeding the prescribed limits.

DIRECTORS

Shri Pradip Dey & Shri Avijit Dey retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the financial year ended 31 st March, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affaires of the company at the end of the financial year and of the profit or loss of the company for the year under review;

(iii) 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;

(iv) the Directors have prepared the accounts for the financial year ended 31 st March, 2009 on a going concern basis.

COMPLIANCE CERTIFICATE

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 attached to this report.

The observation made by the Auditors in their Audit Report and / Notes on Account are self-explanatory.

AUDITORS

M/s. S. K.Das & Associates, Chartered Accountants, Kolkata, Auditors of the Company being eligible for re-appointment expressed their willingness for appointment to the office of Auditors. Your Board of Directors recommend M/s. S. K. Das & Associates, Chartered Accountants, Kolkata for being reappointed as Auditors of the Company in accordance within the limits as prescribed under section 224(1 B) of the Companies Act, 1956 and shall hold office till the conclusion of Next Annual General Meeting of the company.

ACKNOWLEDGEMENTS

Yours Directors place on records their gratitude and thanks for the co-operation and support of Banks, Governmental Agencies, Business Associates and employees.

By Order of the Board

Sd/- Place: Mumbai Pradeep Kr. Garg

Dated : 31 st July, 2009 Director

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