Qpro Infotech Ltd Directors Report.

QPRO INFOTECH LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT TO THE MEMBERS Your Directors have great pleasure in presenting the 30th Annual Report on the business and operations of your company together with Audited Accounts of the Company for the year ended 31st March 2011 and the Auditors report thereon. Financial Results (Amount In Rs. Lacs) Particulars 2010-11 2009-10 Total Income 1,69,232.00 1,70,97,261.00 Expenditure 1,60,762.00 1,77,82,326.00 Profit/(Loss) before depreciation and taxes 8,470.00 (3,87,648.00) Less: Depreciation - 2,97,417.00 Profit/(Loss) before Tax 8,470.00 (6,85,065.00) Less: Provision for Current Tax - - Deferred Tax - (21820.00) Fringe Benefit Tax - - Profit/(Loss) after Tax 8,470.00 (6,63,245.00) Add: balance brought forward from previous (215,90,498.00) (209,27,253.00) year Profit transfer Balance sheet (215,82,028.00) (215,90,498.00) Your Company has made a turnover of Rs.1,69,232.00/- as compared Rs1,70,97,261/- of previous year and has made a Loss after Tax of Rs.8,470.00/-as compared to Rs.-6,63,245.00/- in the previous year. Fixed Deposits Your Company has not accepted any deposits from public or its employee during the year under review. Dividend In view of loss, your directors have not recommended any dividend during the year under report. Subsidiaries/Joint Ventures There are no Joint Venture Company. Accounts of subsidiary company i.e. M/s.Santype International Limited, pursuant to Section 212 of the Companies Act, 1956 are not annexed in preparation of final accounts of the company as the said Company has filed cessation with Registering authorities at U.K. and the Board of Directors is evaluating the effect of the same. STATUTORY STATEMENTS Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo Pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required particulars are furnished below. Conservation of energy: Qpro Infotech Limited does not carry on any manufacturing activities and accordingly the provision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, particulars relating to Conservation of energy, Research and Development and Technology Absorption is not applicable. The Company consumes electricity for its operations at low intensity. Foreign exchange earnings and outgo: There are no foreign exchange earning and outgo during the year under review. Particulars of Employees During the year under review, there were no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of Company during the year. Directors Responsibility Statement Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement your Directors to the best of their knowledge and belief confirm that: (i) in the preparation of the annual accounts, the applicable Accounting Standards and given proper explanation relating to material departure; (ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/Loss of the Company for that period; (iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and (iv) they have prepared the annual Accounts on a going Concern basis. Internal Controls and their Adequacy: The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs. Statement Pursuant to Listing Agreement The companys securities are listed with The Bombay Stock Exchange Limited, Mumbai, however trading of the securities have been suspended on non compliance of certain clauses of the Listing Agreement. As recommended by the Board of Directors, necessary application is being prepared to be filed with Bombay Stock Exchange Limited to revoke the suspension of trading. Code of Corporate Governance A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure A) together with Report of the Auditors on the compliance with the said Code and a report of Management discussion and Analysis is also annexed separately. Directorate In compliance with the provisions of the Companies Act, 1956 in accordance with the Article 90 of the Companys Articles of Association, Mr.S.Sundaram retires at this Annual General Meeting and being eligible, offers himself for re-appointment. Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with inter alia the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting. In spite of best effort, the Company could not appoint a Company Secretary and in the process of finding an appointment soon. Auditors and Auditors Report The retiring auditors, Mr.K.N.Narayanan, Chartered Accountant, has expressed willingness to continue in office, if appointed. He has furnished to the Company a certificate of his eligibility for appointment as auditor, pursuant to section 224 (1 B) of the Companies Act, 1956. The Audit committee and the Board of Directors recommend the re-appointment of Mr.K.N.Narayanan, Chartered Accountant, as Auditor for a further period of one year and to fix his remuneration. The Auditors Report to the Members does not contain any qualification or adverse remarks. Disclosures of Particulars of Constituting Group pursuant to Regulation 3(1)(e) of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997. Pursuant to an information from the promotes, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997 are provided elsewhere in this report. Dematerialization of Shares The Shares of the Company had been dematerialized with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CSDL). The Demat ISIN in National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) is INE824F01014 All request received by the Company/RTA for dematerialization/re- materialization, transfers, transmissions, subdivision, consolidation of shares or any other share related matters and/or change in address are disposed off expeditiously. Acknowledgement The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Securities & Exchange Board of India, Stock Exchanges, clients and staff and look forward to their continued support. The Directors also thank the Shareholders for continuing their support and confidence in the Company and its management. For and Behalf of the Board of Directors For QPRO INFOTECH LIMITED Sd/- S. Sundaram Chairman Chennai, the 26th day of August 2011 MANAGEMENT DISCUSSION AND ANALYSYS The management of QPRO INFOTECH LIMITED presents below its analyses and performance of the Company for the year 2010-11 and an outlook for the future. The report conveys expectations on future performance based on an assessment of the current business environment. These could vary based on future developments. Industrys Structure and Development: Qpro Infotech Limited electronic Typesetting and publishing services company Going by tradition, the older generation specifically, is more accustomed to turning the pages of a book. However, the newer generations, with increased access to sources of digital information and natural acclimatization to its use will be more open to embrace digital content. Although scale of usage and revenue generated by the ePublishing industry is still way below its print counterpart, the scope has evolved over the years, especially with the emergence of digital and online media. The ePublishing models can be broadly classified as Online publishing, comprising of internet, intranet and extranet for content delivery and Offline publishing such as, CD Roms, DVDs and Memory cards. Apart from this, a very vital channel which can catapult the industry into a higher trajectory is the development and adoption of eBook readers. Though existing eBook reader such as Amazons Kindle has failed to live up to the expectation of ease of reading and access to seemingly unending content, partly because of publishers lack of willingness to share content and concern for Copyright and Digital Rights Management issues, which is a global phenomenon, newer gadgets to enter the market such as Apples iPad, touted for its low price tag and ease of use, has already shaken up the Japanese print industry. India too now has its own eBook reader launched by Infibeam, called Pi. Infibeam is an online bookstore with more than 4 million books and over 100,000 eBooks. India by virtue of its size, population and diversity, is one of the major book publishing country in the world. With young English speaking skilled population base and with more than 17,000 publishing houses generating content in more than 29 regional languages, the opportunities for the publishing industry, especially ePublishing is huge. Optimism stems from the fact that the Government of India has accorded top most priority status to education in its 11th five year plan. This initiative will have a cascading effect in terms of manifold increase in the number of academic institutions both domestic and foreign with many offering e-learning courses, increased student base and a host of activities related to content publishing. According to CLSA Asia-Pacific Markets education sector report, the size of Indias e-learning market is US $27 million and is likely to grow to US $280 million by 2012. Regulatory and Legal Risks Qpro is exposed to regulatory and legal risks in carrying out its business. These include legal proceedings on properties, customer complaints, noncompliance of regulations including environmental regulations and those pertaining to the hospitality sector. The company has systems and controls in place to mitigate these risks and minimize instances of non- compliance. Risk Management Systems The Companys risk management strategy is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with best practices. Internal Control System The Company has adequate internal control procedures commensurate with its size and nature of the business. These business control procedures ensures efficient use and protection of the resources and compliances with the policies, procedures and status. The internal control system provides for well-documented policies, guidelines, authorizations and approval procedures. Discussion on Financial performance with respect to operational performance: Your Company has made a turnover of Rs.1,69,232.00/- as compared Rs1,70,97,261/- of previous year and has made a Loss after Tax of Rs.8,470.00/-as compared to Rs.-6,63,245.00/- in the previous year. Material developments in Human Resources /Industrial Relations front, including number of people employed. There have been no material changes / developments in Human relations front. For and Behalf of the Board of Directors For QPRO INFOTECH LIMITED Sd/- S.Sundaram Chairman Chennai, the 26th day of August 2011