The Board of Directors are pleased to present herewith the Twenty Seventh Annual Report
of your Company together with the Audited Accounts for the year ended 31st March, 2009.
(Rs. in Lacs.)
||For the Year
|Depreciation, Interest & tax
|Profit/(Loss) before Taxation
|Provision for Taxation
|Fringe Benefit Tax
|Prior period Adjustment
|Profit/(Loss) After Taxation
Your Directors do not recommend any dividend for the year as they wish to reinvest
surplus funds into the business for further growth.
Mr. Damodar P. Vyas who retire by rotation and are, being eligible offers himself for
Mr. Ninad K. Palav was appointed as an Additional Director on 1st December, 2008. The
Board of Directors has recommended to appoint him as a Whole Time Director designated as
the Chief Operating Officer of the Company w. e. f. 1st December, 2008 on the terms and
conditions set out in Letter of appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 217 (2AA)of the Companies Act, 1956 with
respect to the Directors Responsibilities Statement, it is hereby confirmed;
i) That in the preparation of the Annual Accounts for the financial year 31st March,
2009, the applicable accounting standards have been followed alongwith proper explanation
relating to material departures.
ii) That the Directors have selected such accounting policies and applied them
consistently and made judgment and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of 31st March,
2009 and of the profit of the Company for the year ended 31st March, 2009.
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
iv) That the Directors have prepared the Accounts for the financial year ended 31st
March, 2009 on a going concern basis.
M/s. M V Krishnamoorthy, Chartered Accountants the retiring Auditors, due to
pre-occupation has expressed their inability to be appointed as Auditors of the Company at
the forthcoming Annual General Meeting of the Company. The Company has received a
certificate from M/s. Todarwal & Todarwal., Chartered Accountants to the effect that
their re-appointment, if made would be within the prescribed limits specified under
Section 224(18) of the Companies Act, 1956 You are requested to appoint M/s. Todarwal
& Todarwal., Chartered Accountants as Auditors in place of M/s. M V Krishnamoorthy,
Chartered Accountants, the retiring Auditors and to fix their remuneration.
The Company has not accepted any Deposits from the public during the year under
pursuant to Section 58Aof the Companies Act, 1956.
The Company is not having any employees who are drawing remuneration in excess of the
limits prescribed under Section217 (2A)of the Companies Act, 1956.
Pursuant to Clause 49 of the Listing Agreement and Section 292Aof the Companies Act,
1956, a report on Corporate Governance, which inter alia, includes the composition and
construction of Audit Committee, is featuring as a part of Annual Report. Your Company
will continue to adhere in letter and spirit to the good corporate governance policies.
Pursuant to the provisions of Clause 49(VII) (1) of the Listing Agreement, a certificate
from the auditors of the Company on the compliance of the Clause is enclosed.
Pursuant to the provisions of Clause 49(l) (D)(ii) of the Listing Agreement, a
declaration by the Chairman and Managing Director of the Company declaring that all the
members of the Board and the Senior Personnel of the Company have affirmed compliance with
the Code of Conduct of the Company is enclosed.
MANAGEMENT DISCUSSION & ANALYSIS (M D&A)
Industry Structure and developments
India continues to grow rapidly in deployment of IT Hardware, Software, and ITeS both
in domestic market and for overseas clients. Adoption of IT by various State & Central
Government organizations is very encouraging and throwing open huge opportunities.
OPPORTUNITIES & STRENGTHS
Your Company has a rich experience of more than 25 years in IT Hardware manufacturing,
distribution and service. Utilizing this core strength, we have started a new ITeS
Division which will focus on Digitization, e-Governance, and Networking Projects.
WEAKNESS AND THREATS RISKS ANDCONCERNS
There will be gestation period for the new ITeS Division to start contribution to the
Company bottom line. There will be an upfront investment in setup, pre-operative and
SEGMENTWISE OR PRODUCT WISE PERFORMANCE
Your Company is now operating in the following three Sectors:
a) IT. Products & Services
b) Telecom Services
Both IT and Telecom Services will deliver good performance and profits from the FY
ending March 09.
INTERNAL CONTROL SYSTEMS ANDTHEIR ADEQUACY
Your Company places considerable emphasis on internal control systems and is appointing
a separate Internal Auditor.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review, your Company has made a Turnover of Rs. 2970.17 Lacs as
against Rs. 2516.49 Lacs and earned a profit before tax of Rs. 16.45 Lacs as against the
loss of Rs. 169.21 Lacs in the previous year.
However, the management is striving hard to improve the sales from the new Services
businesses and also to control the overhead expenses to further improve the performance of
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER
OF PEOPLE EMPLOYED
The Company employs personnel from all walks of life having the requisite
qualifications as demanded by the job profile. It has a well designed training programme,
to retain and train the personnel with respect to the culture of the Company and to keep
them abreast with the latest developments in the changing technological environment.
CONSERVATION OF ENERGY,TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A Conservation of energy: The Company uses electric energy for its equipment such as
air conditioners, computer terminals, lighting and utilities in the work premises. All
possible measures have been taken to conserve energy.
B. Technology Absorption: During the year your Company has not operated plants,
therefore no technology absorption and research & development.
C. Foreign Exchange Earnings & Outgo
||(Rs. in Lacs)
|a) Earnings on re-exports
|ii. Royalty on Microsoft Products
|iii. GIF Value of goods imported
|iv. Sales Promotion
Your Directors place on record their grateful appreciation for the continued assistance
and co-operation extended by the shareholders, customers, bankers and the dedicated
employees and the business associates.
||For and on behalf of the Board of Directors
||(Alok P. Gupta)
|Date :31st August.2009.