Proto Developers & Technologies Ltd Directors Report

Dear Members,

The Directors of your Company have pleasure in presenting their Eighteenth Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS:

	(Rupees in Lacs)
PARTICULARS	2012-13	2011-12
Total Income	28572.42	21265.26
Profit before Tax	354.05	262.55
Current Tax	(100.00)	(85.18)
Deferred Tax	-	-
Profit for the year from Continuing operations	254.05	177.36

REVIEW OF OPERATION

The performance of the Company during the year under report was encouraging. The Company achieved a turnover of Rs.28572.42 lacs against Rs.21265.26 lacs during the previous year. Further the Company earned net profit after tax of Rs.254.05 lacs against Rs.177.36 lacs during the previous year.

DIVIDEND

The Directors do not recommend any dividend for the year under report, keeping in view the future plans for expansion and the need to conserve resources.

PROSPECTS

As the Company is in manufacturing and marketing of innovative technological products, which are unique of its kind, the prospects are very encouraging and the Company is hopeful of achieving very promising results in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report is annexed to this report.

DIRECTOR

During the year Mr. Vinod Kumar and Mr. D.D Mangar resigned from office of the director on 26.11.2012. Board appreciated their valuable services to the company.

In accordance with the provisions of the Articles of Association of the Company, Sh. Anil Gupta retires by rotation and being eligible offers himself for re-appointment.

AUDITORS

The Auditors M/s M.K. Sachdeva & Associates, Chartered Accountants, retire on the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956 for such appointment.

FIXED DEPOSITS

The Company has not accepted/renewed any deposits from public/members during the year under review.

LISTING OF SECURITIES

The Securities of the Company are presently listed at Mumbai, Delhi, U.P, Jaipur and Ahmedabad stock exchanges.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial and harmonious throughout the year.

INFORMATION ON PERSONNEL

The statement showing the particulars of the employees as required by the provisions of the Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1973 as amended, is not given, as no employee was in receipt of remuneration equal to or exceeding Rs. 24,00,000/- (Rupees Twenty Four Lacs only) per annum, if employed for the full year or Rs. 2,00,000/- (Rupees Two Lacs only) per month if employed for the part of the year.

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 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 31^st March, 2013 and of the profit of the Company for the year ended 31^st March, 2013;

(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.

CORPORATE GOVERNANCE

The Board of Directors affirms their commitment to the Corporate Governance standards prescribed by the Securities and Exchange Board of India (SEBI) as prescribed under Listing Agreements with the Stock Exchanges. This Annual Report carries a section on Corporate Governance and benchmarks your Company with the SEBI Code of Corporate Governance. Your Company s Statutory Auditors certificate in line with clause 49 of the Stock Exchange Listing Agreement is annexed to and forms part of the Director s Report.

INVESTOR SERVICES

The Company is committed to provide the best services to its shareholders. The Company is having the target of 7 days for transfer/ dematerialization shares and for replying to shareholders correspondence. As of date no correspondence/equity from any shareholder is pending with Company for reply.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to place on record their deep sense gratitude and appreciation to the Banks, Central and State Governments, Local Authorities Regulatory Authorities, Stock Exchanges, Stake Holders, Customers & Employees for the continued cooperation and assistance extended to the Company.

For and on behalf of the Board

For Proto Developers and Technologies Ltd.

Sd/-

D.N. Jha

Director

Place : Kanpur.

Dated : 02.09.2013.