| Dear Members,
The Directors present the Twenty-secondAnnual Report together with the
Audited Accounts of the Company for the Financial Year ended on 31st
March 2014.
FINANCIAL HIGHLIGHTS
The financial results of the Company during the year under review as
compared to the previous year are summarised as under:
PARTICULARS 31.03.2014 31.03.2013
Sales & Other Income 1,000,500 4,002,300
Profit / (Loss) before Depreciation and Tax 40,958 (498,715)
Less: Depreciation 103,004 103,004
Profit / (Loss) before Tax (62,046) (601,719)
Provision for Deferred Tax - Asset (12,421) (9,442)
Profit / (Loss) after Tax (49,625) (592,277)
Weighted Average number of Shares 17,218,759 17,218,759
EPS Basic & Diluted (0.003) (0.03)
OPERATIONS AND PERFORMANCE
During the year under review the company reported loss of Rs.0.50 lakhs
as opposed to loss of Rs. 5.92 lakhs reported in the previous year. The
company has not taken up any major activity in the development of
Software for the clients. Revenue was generated thru small job works. A
major cost reduction program introduced in earlier year continues to
benefit the company.
DIVIDEND
Your directors do not recommend any dividend as there was a loss during
the year under review.
PUBLIC DEPOSITS AND LOANS/ ADVANCES
The Company has not accepted any public deposits during the financial
year. The particulars of loans/ advances and investment in its own
shares by listed companies, their subsidiaries, associates etc.
required to be disclosed in the annual accounts of the company pursuant
to Clause 32 of the listing agreement with the company, are furnished
separately.
Mr. Rajendra Jain retires by rotation and being eligible offers himself
for re-appointment. The Board recommends his re-appointment.
Mr. Shreyas S Shah and Mr. Jayabalan Jayakumar have been appointed as
Independent Directors in terms of the provisions of the Companies Act
2013.
INDUSTRIAL RELATIONS AND HUMAN RESOURCE MANAGEMENT
The Company is constantly working to create a congenial work
environment and motivating employees at all levels and shall always
place all necessary emphasis on continuous development of its human
resource.
SUBSIDIARIES
The Company does not have any subsidiary
HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION
The Company has been regularly complying with relevant laws and has
been taking all necessary measures to protect the environment and
maximize worker protection and safety.
AUDITORS
M/s Siddharth Mehta & Co., Chartered Accountants, Statutory Auditors of
the Company retires at the conclusion of the ensuing Annual General
Meeting of the Company and are eligible for reappointment. The Company
has obtained confirmation that if appointed it would be in conformity
with the provisions of section 141 of the Companies Act, 2013 and will
be within the limits specified therein. The Board recommends
reappointment.
AUDITORS REPORT
The notes on accounts are self explanatory to the comments made by the
Auditors in their Report and therefore do not call for any further
explanations.
LISTING
The shares of the company are listed in Bombay Stock Exchange. The
company is yet to receive Listing confirmation of 77,44,760 equity
shares issued on Preferential basis for acquisition and merger of three
companies viz, Elan Integrated Systems Pvt. Ltd., R3 Ventures Pvt. Ltd.
and Millennium E- soft Solutions. Efforts are continuing to have those
listed.
CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement along with the Auditors' Certificate for its due
compliance forms part of the Annual Report. Your company has taken
adequate steps for compliance with the Corporate Governance guidelines,
as amended from time to time.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information regarding conservation of energy and technology
absorption as required under Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are not applicable to
your company. There were no foreign exchange earnings and outgo during
the financial year.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, your
Directors confirm :
i. that in preparation of accounts, applicable accounting standards
have been followed;
ii. that directors have selected such accounting policies and applied
them constantly and made judgments and estimates that are reasonable
and prudent to give a true and fair view of state of affairs of the
Company at the end of the financial year and of the profit or loss of
the Company for that period.
iii. that Directors have taken proper and sufficient care for
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; and
iv. that the directors have prepared Annual Accounts on a Going Concern
basis. COMPANY SECRETARY
The appointment of Whole time Company Secretary is under consideration
of the Company. The company has been availing services of practicing
company secretary from time to time to ensure compliance of the
provisions of the applicable acts and statutes. Also the Annual Return
of the Company is being certified by practicing company secretary from
year to year and the company is also taking certifications from them
for Stock Exchange Compliances.
PARTICULARS OF EMLPOYEES U/S 134 OF THE ACT
None of the employees have received remuneration in excess of the sum
prescribed u/s 134 of the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on Management Discussion and Analysis Report forming
part of the Annual report is attached.
ACKNOWLEDGMENT
Your directors would like to place on record their sincere gratitude to
the shareholders, bankers, business associates, clients for their
continued patronage and co-operation. The directors are also happy to
place on record their appreciation for the whole hearted commitment and
contribution made by all the employees and look forward to their
continued support.
FOR AND ON BEHALF OF THE BOARD
Jaybalan Jaykumar Rajendra Jain
Director Director
Date: 13.08.2014
Place: Chennai
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