Directors Report of Sofcom Systems Ltd.

Mar 31, 2015

Dear Members,

Your Directors are delighted in presenting the 20th Annual Report on the business and operations of your Company together with Audited Annual Accounts and Cash Flow Statement for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS

(Amount in RS.)

Particulars 2014-15 2013-14

Sales and other income 52955444 13,84,000

Profit before depreciation 537560 3,84,615

Depreciation 48688 19,817

Profit before Taxation 488872 3,64,798

Provision for Taxation

Current Tax 71000 31,000

Net Profit after tax 394347 3,33,798

2. OVERVIEW & OPERATIONS

The company is continuously stressing on development of software products. The commercial operations could not be undertaken on full swing due to more stress on software product and market development.

3. FUTURE PROSPECTS & PLANS

The Directors are hopeful that performance of the Company would be satisfactory in the current year due to proposed range of services and product developments, which the company proposes to take up.

4. FINANCE

The allotment money for the public issue could not be realized this year too.

5. DIVIDEND

In view of working capital requirement, no dividend is declared.

6. AUDITORS

M/s. R Mohnot & Co., Chartered Accountants, Auditors of the Company retires and being eligible offer themselves for re-appointment. Necessary certificate under section 141 of The Companies Act, 2013 read with Companies' (Audit & Auditors) Rules 2014 has been received from the retiring confirming their eligibility.

Auditor's Observations are self- explanatory read with notes on accounts and need no further explanation.

7. Company Secretary

As required under the provisions of the companies Act, 2013, The Company has appointed Sh.Gaurav Kaushik , an associate member of the Institute of Company Secretaries of India as the company Secretary w.e.f 1st day of March 2014.

8. DIRECTORS:

Mrs Asha Mehta retires by rotation and is eligible for reappointment.

At present the Board of Directors of the company comprises of Sh. Kishore Metha, Sh. Nawratan Mall Mehta, Sh. Arnab Banerjee , Smt. Asha Mehta, Sh. krishnanand Parmanand Pant and Sh. Sanjay Kumar Verma

9. COMMENTS ON RESERVATIONS, QUALIFICATIONS OR ADVERSE REMARKS GIVEN IN THE AUDITORS REPORT:

During the year under review, there was no audit qualification made by the Auditor in their Report on the Company's financial statements. The Company continues to adopt best accounting practices to ensure a regime of un-qualified financial statements.

10. CORPORATE GOVERNANCE:

The Company has implemented the Corporate Governance requirements and a report on compliance of Corporate Governance is enclosed as Annexure to the Director's Report.

11. DIRECTOR'S RESPONSIBILTY STATEMENT U/S 217(2AA):

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors based on the representation received from operating management, confirm that:

(i) In the Preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation to the material departures.

(ii) Directors had in selection of the accounting policies, consulted the statutory auditors and have 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 of the Company for the period.

(iii) Directors had taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) Directors had prepared the Annual Accounts on a going concern basis.

12. CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUT GO:

The company was not engaged in any activities hence no information on conservation of energy and technology absorption is given. There were no foreign exchange earnings and outgoing during the year.

13. PARTICULARS OF EMPLOYEES :

The Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

14. ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and appreciation to all employees of the Company for their valuable contribution during the year. They also wish to place on record their appreciation to the Company's Customers, Investors, Shareholders, Bankers, Suppliers, Distributors and other business associates for their cooperation and support.

PLACE: JAIPUR BY THE ORDER OF THE BOARD DATE: 08.09.2015 Sd/- MR. KISHORE MEHTA (DIRECTOR) DIN: 00043865

Sd/- MR. NAWRATAN MALL MEHTA (DIRECTOR) DIN: 00858126

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Mar 31, 2014

Dear Members,

The Directors are delighted in presenting the 19th Annual Report on the business and operations of your Company together with Audited Annual Accounts and Cash Flow Statement for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS

(Amount in RS.)

Particulars 2013-14 2012-13

Sales and other income 13,84,000 2,74,500

Profit before depreciation 3,84,615 44,991

Depreciation 19,817 6,417

Profit before Taxation 3,64,798 38,574

Provision for Taxation

Current Tax 31,000 -

Net Profit after tax 3,33,798 38,574

Balance brought forward from last year (15,40,838) (15,79,412)

Balance carried to Balance Sheet (12,07,040) (15,40,838)

2. OVERVIEW & OPERATIONS

The company is continuously stressing on development of software products. The commercial operations could not be undertaken on full swing due to more stress on software product and market development.

3. FUTURE PROSPECTS & PLANS

The Directors are hopeful that performance of the Company would be satisfactory in the current year due to proposed range of services and product developments, which the company proposes to take up.

4. FINANCE

The allotment money for the public issue could not be realized this year too.

5. DIVIDEND

In view of working capital requirement, no dividend is declared.

6. AUDITORS

M/s. R Mohnot & Co., Chartered Accountants, Auditors of the Company retires and being eligible offer themselves for re-appointment. Necessary certificate under section 141 of The Companies Act, 2013 read with Companies'' (Audit & Auditors) Rules 2014 has been received from the retiring confirming their eligibility.

Auditor''s Observations are self explanatory read with notes on accounts and need no further explanation.

7. Company Secretary

As required under the provisions of the companies Act, 2013, The Company has appointed Sh.Gaurav Kaushik , an associate member of the Institute of Company Secretaries of India as the company Secretary w.e.f 1st day of March 2014.

8. COMPLIANCE CERTIFICATE:

In Accordance with the provisions of Section 383A of the Companies Act, 1956 and Companies (Compliance) Rules, 2001 the company has obtained a Compliance certificate from Practicing Company Secretary and a copy of the same is annexed which forms part of his report.

9. DIRECTORS:

Shri Kishore Mehta retires by rotation and is eligible for reappointment.

Smt. Asha Mehta, Sh. krishnanand Parmanand Pant and Sh. Sanjay Kumar Verma were appointed as additional directors of the company w.e.f. 19.03.2014 to hold office till conclusion of this annual general meeting.

Now it is proposed to appoint them as regular directors of the company.

At present the Board of Directors of the company comprises of Sh. Kishore Metha, Sh. Nawratan Mall Mehta, Sh. Arnab Banerjee , Smt. Asha Mehta, Sh. krishnanand Parmanand Pant and Sh. Sanjay Kumar Verma

10. COMMENTS ON RESERVATIONS, QUALIFICATIONS OR ADVERSE REMARKS GIVEN IN THE AUDITORS REPORT:

During the year under review, there was no audit qualification made by the Auditor in their Report on the Company''s financial statements. The Company continues to adopt best accounting practices to ensure a regime of un-qualified financial statements.

11. CORPORATE GOVERNANCE:

The Company has implemented the Corporate Governance requirements and a report on compliance of Corporate Governance is enclosed as Annexure to the Director''s Report.

12. DIRECTOR''S RESPONSIBILTY STATEMENT U/S 217(2AA):

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors based on the representation received from operating management, confirm that:

(i) In the Preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation to the material departures.

(ii) Directors had in selection of the accounting policies, consulted the statutory auditors and have 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 of the Company for the period.

(iii) Directors had taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) Directors had prepared the Annual Accounts on a going concern basis.

13. CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUT GO:

The company was not engaged in any activities hence no information on conservation of energy and technology absorption is given. There were no foreign exchange earnings and outgoing during the year.

14. PARTICULARS OF EMPLOYEES :

The Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

15. ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and appreciation to all employees of the Company for their valuable contribution during the year. They also wish to place on record their appreciation to the Company''s Customers, Investors, Shareholders, Bankers, Suppliers, Distributors and other business associates for their cooperation and support.

PLACE: JAIPUR BY THE ORDER OF THE BOARD DATE: 25.08.2014 Sd/- MR. KISHORE MEHTA (DIRECTOR) DIN: 00043865

Sd/- MR. NAWRATAN MALL MEHTA (DIRECTOR) DIN:00858126

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Mar 31, 2013

Dear Members,

The Directors are pleased to present their 18th Annual Report and the Audited statement of accounts for the year ended 31st March. 2013.

Amount in rupees

2013 2012

FINANCIAL RESULTS

Sales and Other Income 274,500 260,000

Profit before Depreciation 44,991 61,567

Depreciation 6,417 66,777

Profit/(Loss) before Taxation 38,574 (3,210)

Provision for Taxation

Current Tax - -

Net Protit/(Loss) after tax 38,574 (3,210)

Balance brought forward from last year (1,579,412) (1,576,202)

Balance Carried to Balance Sheet (1.540,838) (1,579,412)

OVERVIEW & OPERATIONS

The company is continuously stressing on development of software products. The commercial operations could not be undertaken on full swing due to more stress on software product and market development.

FUTURE PROSPECTS 8. PLANS

The Directors are hopeful that performance of the Company would be satisfactory in the current year due to proposed range of services and product developments, which the company proposes to take up.

FINANCE

The allotment money for the public issue could not be realized this year too.

DIVIDEND

In view of working capital requirement . no dividend is declared.

AUDITORS

The company''s auditors, M/s. R.Mohnot & Co., Chartered Accountants, retire at the conclusion of this Annual General Meeting and eligible for reappo.iiitrah:The members are requested to appoint auditors and to fix their remuneration.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. in preparation of annual accounts, the appliCable accounting standards had been follawea and there was no material deviation there from.

2. such accounting policies had been selected and applied consistently and such judgments and estimates had been made that were reasonable and prudent so as to give a true and fair view, in the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2013 and in the case Statement of Profit & Loss, of the Profit of the Company for the year ended on that date.

proper and sufficient care had been taken for maintenance of adequate accounting

3. 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. the annual accounts had been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The company was not engaged in any activities hence no information on conservation of energy and technology absorption is given.

Foreign Exchange Earnings NIL

Foreign Exchange Outgo NIL

DIRECTORS

Shri Nawratan Mall Mehta retires by rotation and is eligible for reappointment.

EMPLOYEES

As there is no employee in the company, no disclosure uis 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given.

REGISTERED OFFICE: By the Order of the Board D-36,Subhash Marg, Flat No. 802, Sheet Mahar Apartment, (Kishore Mehta) C -Scheme Director Jaipur DIN :00043865 Director

Jaipur (Nawratan Mall Mehta) July 2, 2013 Director DIN : 00858126

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Mar 31, 2012

Dear Members,

The Directors are pleased to present their 17th Annual Report and the Audited statement of accounts for the year ended 31st March. 2012.

Amount in rupees 2012 2011

FINANCIAL RESULTS

Sales and Other Income 260.000 325.000

Profit before Depreciation 63.567 66.014

Depreciation 66,777 67,164

Profif/fLoss) before Taxation (3,210) (1.150)

Provision for Taxation

Current Tax -

Net Profit/(Loss) after tax (3,210) (1.150)

Balance brought forward from last year (1,576,204) (l .575.054)

Balance Carried to Balance Sheet (1,579,414) (1.576.204)

OVERVIEW & OPERATIONS

The company is continuously stressing on development of software products. The commercial operations could not be undertaken on full swing due to more stress on software product and market development.

FUTURE PROSPECTS 8. PLANS

The Directors are hopeful that performance of the Company would be satisfactory in Inc current year due to propose range of services and product developments, which the company proposes to lake up.

FINANCE

The allotment money for the public issue could not be realized this year too.

DIVIDEND

In view of losses, no dividend is declared.

AUDITORS

The company's auditors, M/s. R.Mohnot & Co.. Chartered Accountants, retire at the conclusion of this Annual General Meeting and eligible for reappointment. The members are requested to appoint auditors and to fix their remuneration.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. in preparation of annual accounts, the applicable accounting standards had been followed and there was no material deviation there from.

2. such accounting policies had been selected and applied consistently and such judgments

and estimates had been made that were reasonable and prudent so as to give a true and fair view, in the cose of Balance Sheet, of the state of affairs of the Company os at 31st March 2012 and in the case Statement of Profit & Loss. of the Loss of the Company for the year ended on that date.

3. proper and sufficient care had been taken for 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. the annual accounts had been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO :

The company was not engaged in any activities hence no information on conservation of energy and technology absorption is given.

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

DIRECTORS

Shri Arnab Banerjee retires by rotation and is eligible for reappointment.

EMPLOYEES

As there is no employee in the company, no disclosure u/s 217(2A) of the Companies Act. 1956 read with Companies (Particulars of Employees) Rules, 1975 is given.

For & on behalf of the Board

REGISTERED OFFICE

D-36,Subhash Marg, Flat No. 802, Sheet Mohar Apartment, (Kistiore Mehta) C-Scheme Director Jaipur DIN :00043865

Jaipur August 14, 2012 (Nawratan Mall Mehta) Director DIN :00858126

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Mar 31, 2011

Dear Members,

The Directors are pleased to present their 161h Annual Report and the Audited statement of accounts for the year ended 31st March, 2011.

Amount in rupees

2011 2010

FINANCIAL RESULTS

Sales and Other Income 325,000 436,155

Profit before Depreciation 66,014 158,930

Depreciation/Write off of Misc. Exp. 67,164 67,164

Profit/(Loss) before Taxation (1,150) 91,766

Provision for Taxation

Current Tax - -

Net Profit/(Loss) offer fax (1,150) 91,766

Balance brought forward from last year (1,575,054) (1,666,820)

Balance Carried to Balance Sheet (1;576,204) (1,575,054)

OVERVIEW & OPERATIONS

The company is continuously stressing on development of software products. The commercial operations could not be undertaken on full swing due to more stress on software product and market development.

FUTURE PROSPECTS & PLANS

The Directors are hopeful that performance of the Company would be satisfactory in the current year due to wide range of services and product developments, which the company proposes to lake up.

FINANCE

The allotment money for the public issue could not be realized this year too.

DIVIDEND

In view of losses, no dividend is declared.

AUDITORS

The company''s auditors, M/s. R.Mohnot E., Co., Chartered Accountants, retire at the conclusion of this Annual General Meeting and eligible for reappointment. The members are requested to appoint auditors and to fix their remuneration.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of section 217(2AA) of the Companies Ad, 1956, your directors confirm that:

1. in preparation of annual accounts, the applicable accounting standards had been followed and there was no material deviation there from.

2. such accounting policies had been selected and applied consistently and such judgments and estimates had been made that were reasonable and prudent so as to give a true and fair view, in the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2011 and in the case of Profit & Loss Accounf, of the Loss of the Company for the year ended on that date.

3. proper and sufficient care had been taken for 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. the annual accounts had been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The company was not engaged in any activities hence no information on conservation of energy and technology absorption is given.

DIRECTORS

Shri Kishore Mehia retires by rotation and is eligible for reappointment.

EMPLOYEES

As there is no employee in the company, no disclosure u/s 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given.

REGISTERED OFFICE: By the Order of the Board D-36,Subhash Marg, Flat No. 802, Sheet Mahar Apartment, (Kishore Mehta) C -Scheme Director Jaipur DIN :00043865 Director

Jaipur August 5, 2011