waterbase ltd Directors report

DIRECTORS

The Board of Directors have pleasure in presenting the Twelfth Annual Report together with the Audited Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

Particulars	Current Year 2010-11	Last Year 2009-10
	(Rs.in 000)	(Rs.in 000)
Income from software services	-	-
Sale of traded shares	-	-
Other income	1207	-
Total Expenditure	761	4149
Profit before Depreciation and tax	(446)	(4149)
Less:
Depreciation on fixed assets	10,275	16,864
Depreciation on investments	-	-
Net profit / (Loss) after tax	(9,829)	(21,013)
Add: Provision for contingencies written back	-	-
Deferred tax	-	-
Amount transferred to Reserves & Surplus	(4,61,305)	(4,51,476)
Paid up Equity share capital	1,49,776	1,49,776

DIVIDEND:

No Dividend has been recommended by the Board for the year under review.

DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review.

DIRECTORS:

During the year, Mr. Gurumurthy is retiring by rotation and have conveyed his willingness to continue as Director of the Company. Mr.Rajaram Khandige was co-opted as Additional Director on the board meeting held on 01st September 2011 and to be regularize as Ordinary Director in this Annual General Meeting,

AUDITORS:

Mr,R.Suryanarayanan, Chartered Accountant, Chennai is appointed as Statutory Auditor in the place of retiring Auditors Mis. K. C. Raj Kumar & Co, Chartered Accountants, at the conclusion of this Annual General Meeting.

STATUTORY INFORMATION:

Particulars of Employees

None of the employees were in receipt of remuneration in excess of the limits specified in Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended.

Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is conscious of its commitment of constant technology absorption, conservation of energy and environmental impact of the industry.

Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 19S8 and Particulars of Foreign Exchange Earnings and Outgo

Particulars of Foreign Exchange and Outgo -

a) Foreign Exchange Earnings -NIL

b) Foreign Exchange Outgo - NIL

EXPLANATION TO AUDITORS QUALIFICATIONS(S):

Explanation Regarding Overdue to TIIC and Bank of Baroda :

The company has overdue to The Tamilnadu Industrial Investment Corporation Limited (TIIC) and Bank of Baroda. The exact extent of interest up to the date of this Balance Sheet has neither been ascertained nor provided for in the books of the company. This is because the company on the one hand and TIIC and Bank of Baroda on the other have been discussing One Time Settlement and have expressed mutual keenness in bringing about a solution as per the norms of One Time Settlement laid down by the respective organizations. Your Directors are confident that a settlement will be reached during the current financial year.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956. the Board of Directors of the Company confirms

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

ii. That the selected accounting policies were applied consistently and the directors 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 as at March 31, 2011 and of the loss of the Company for the year ended on that date.

iii. That proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

The Company has complied with the mandatory requirements of Corporate Governance as prescribed in the Listing Agreement entered into with the Stock Exchanges to the extent possible, taking into account, the operational requirements, financial position of the Company etc. A separate report on Corporate Governance along with the Auditors Certificate on its compliance is attached as Annexure to this report.

ACKNOWLEDGEMENT:

The Board acknowledges the co-operation and support extended by the Bankers, employees, consultants and suppliers.

Place: Chennai	For and on behalf of the Board
Date: 04.12.2011	Sd/-
	Mr. C. Padmanabhan
	Chairman & Managing Director