websity infosys ltd Directors report

WEBSITY INFOSYS LIMITED ANNUAL REPORT 2000-2001 DIRECTORS REPORT Dear Members, The Directors of your Company have pleasure in presenting their 17th Annual Report on the affairs of the company together with the Audited Accounts of the Company for the year ended 31st March, 2001. OPERATIONS During the year Income from operations decreased from 2352.17 Lacs to 1726.92, but by better profitability, the net profits have increased from Rs.61.87 Lacs to Rs.101.82 Lacs. So the performance during the year was satisfactory. PROSPECTUS As the company is in Software & Telecommunications business and there is recession in the industry during the current year, the company may not achieved the targeted results and perform like last year. However, the management is exploring the profitable areas in this field. FIXED DEPOSITS The Company is not accepting any fresh deposits and re-paid all the deposits accepted earlier excepting Rs.4.40 Lacs as on 31.03.2001, which are unclaimed. In this regard the company has already given notices at their available addresses and few have been paid after that. LISTING OF SECURITIES The Securities of the Company are presently listed at Delhi, Mumbai, Jaipur and Ahmedabad stock exchanges. AUDITORS M/s. Rajiv Prakash & Co., Chartered Accountants, New Delhi, Auditors of the Company, retire at the conclusion of forthcoming Annual General Meeting. He has shown his unwillingness to be re-appointed as a Statutory Auditors of the Company. M/s. Pankaj Billa & Co. Chartered Accountants new Delhi has consented for appointment as the Statutory Auditors of the Company and informed that he is eligible as per Section 224(1B) of the Companies Act, 1956. The Board recommend this appointment. DIRECTORS Sh. Sunil Agarwal, Sh. D.D. Mangar & Sh. K.K. Agrawal resigned from the office of the Director due to personal problems. The Board places on records its appreciation for their valuable contribution to the Company. Sh. S.C. Sethia and Sh. Jaswant Saini were appointed as additional directors of the company, they also resigned due to some personal reasons. Later on, Sh. S.C. Sethia re-jointed the Board on 31st August, 2001 as additional director and term expires on the conclusion of ensuing Annual General Meeting. The company has received the notice for appointment of Sh. S.C. Sethia as director of the Company. The Board recommend his appointment as director retiring by rotation. COMPANY SECRETARY During the period, Mr. Soumendra Das resigned on 31.05.2001 and Mr. Rajat Anand joined on 01.08.2001. AUDIT COMMITTEE The Company has an Audit Committee of its Board of Directors. The present constituent members of the Audit Committee are Sh. S.L. Maloo, Sh. S.C. Sethia & Sh. Ashutosh Sharma. Earlier the Audit Committee was formed with members as Sh. K.K. Agarwal, Sh. Jaswant Saini and Sh. Sunil Agarwal. CORPORATE GOVERNANCE Your Directors has always striven hard to ensure compliance with law and to bring about transparency in its operations which are the basis objectives of the corporate governance. The Directors recognise communication as a key element of the overall corporate governance framework and therefore, emphasise continuous, efficient, and relevant communication to all external constituencies. Requisite steps have already been initiated to ensure that all the mandatory provisions of corporate governance are complied well within stipulated time, that is, by the end of March, 2002. STATUTORY DISCLOSURES CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. The Company is not engaged in any mass production activity. However, power saving gadgets have been installed to save the energy for computer operations. The Company has installed all new computers and adopting latest technology in the field both hardware and software for its computer uses. PARTICULARS OF THE EMPLOYEES Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 are enclosed as Annexure. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section-217 (2AA) of the Companies Act, 1956 inserted by Companies (Amendment) Act, 2000, the Directors Confirm that:- (i) in the preparation of the annual accounts, the applicable accounting standards have been followed; (ii) appropriate accounting policies have been selected and applied consistently, and have made judgements 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 31st March, 2001 and of the profit of the Company for the year ended 31st March, 2001; (iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities; (iv) the annual accounts have been prepared on a going concern basis. APPRECIATION Your Directors are pleased to place on record their appreciation for the sincere and dedicated services of all the employees and convey their thanks for the co-operation extended by all the members, bankers and all others, who are associated with the Company. For & on behalf of the board For WEBSITY INFOSYS LIMITED Sd/- Place: New Delhi ASHUTOSH SHARMA Dated: 01.09.2001 (Whole-time Director)