Shell Infotech Ltd Directors Report.

SHELL INFOTECH LIMITED ANNUAL REPORT 2007-2008 DIRECTORS REPORT To The Members, SHELL INFOTECH LIMITED, Chennai. Your Directors have great pleasure in presenting ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2008. 1. FINANCIAL RESULTS: PARTICULARS Year ended (Amt. In Rs.) 31.13.2008 31.03.2007 Total Income 1335500.00 229813.00 Depreciation 85264.60 0 Profit/(Loss) before Taxation 953026.62 77901.00 Less Provision for Taxation Current Year 58875.00 8740.00 Deferred Tax 477515.00 (62052.00) Fringe Benefit Tax 1824.00 Appropriations: Profit after Tax 414812.62 7109.00 Balance B/F From Previous year (1088736.00) (1095845.00) Balance Carried to Balance Sheet (673923.38) (1088736.00) 2. OPERATIONS: During the year Companys performance was satisfactory in comparison to previous year as net profit before tax is Rs.953026/- compared to previous year figure of Rs.77901/- The company is planning to focus on software development and consultancy services in future. 3. DIVIDEND: In order to use the earnings for the future growth, your Directors do not recommend any dividend for the current year. 4. DIRECTORS: During the year Mr. Bhanwarlal Motilal Jain, Mr. Harshadkumar Kantilal Savaliya and Mr. Suresh Ghewarchand Nahata appointed as an additional Director of the company. 5. DIRECTORS RESPONSIBILITY STATEMENT: The Board of Directors hereby confirms: i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. That the Directors have selected such, accounting policies and applied them consistently and 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 at the end of the financial year and of the financial year and of the Profit of the Company for that period. iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. That the Directors have prepared the Annual accounts on a going concern basis. 6. DEPOSITS: During the year your company has not accepted any deposits from the public. 7. AUDITORS: M/s. Shabbir & Associates, Chartered Accountant will hold office from the conclusion of the this Annual General Meeting till the conclusion of Next AGM. He has signified his willingness to accept appointment and has further confirmed his eligibility under Section 224 (1B) of the Companies Act, 1956. 8. SUBSIDIARIES: Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable. 9. CORPORATE GOVERNANCE CODE: The Board had implemented Corporate Governance Code in pursuance of clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from Statutory Auditors of the Company on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report. 10. PARTICULARS OF EMPLOYEES: Particulars of employees, as requires by section 217 (2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules, 1975 as amended, are not given as no employees are drawing salary in excess of the limits of the section 217 (2A). 11. CONSERVATION OF ENERGY: Even though, the major activity of your company does not involve high consumption of energy, your company is making all efforts to optimize usage of energy. 12. TECHNOLOGY ABSORPTION: Your Company have not imported any technology, hence no details are given. 13. APPRECIATION: The Directors wish to take this opportunity to thank all the Shareholders, Banks & Customers for their Co-Operation & support extended to the company. BY ORDER OF THE BOARD For SHELL INFOTECH LIMITED DATE: 02/09/2008 PLACE: MUMBAI JAGADEESHA KOTA PAI (Managing Director) MANAGEMENT DISCUSSION AND ANALYSIS REPORT a) Industry structure and developments: As per Industry predictions; India would continue to dominate as an offshore destination in the foreseeable future. As per the recent IDC, surveys report the Global IT services spending is projected to grow at a compounded annual growth rate of 6.4% for the next few years. In dollar terms it is expected to be approximately around USD 512 billion by 2009. Global corporations have started adopting offshore outsourcing as their ready choice for cost effectiveness. But more importantly are now bold enough to work with smaller and mid size companies more. willingly than 3-5 years ago. Large clients are now more knowledgeable in evaluating and recognizing the true value of working with a smaller but competent vendor than before. Therefore, the opportunities for special and niche service provider is never more abundant than at present. b) Opportunities, Threats, Risks and Concerns: While the Global IT market is growing at a competitive phase, it also has the risks and threats associated with it. We highlight here the opportunities and associated risks present in the market and your Companys capabilities in brief. c) Opportunities: The opportunities in the Global market for special and niche services that your company is offering are plenty. We are also shielded from the price and competitive pressures that normally make it harder for small to mid size companies from acquiring new business from large corporations. d) Threats, Risks and Concerns, Some of the risks and threats associated are discussed in brief: Hiring and retention of qualified employees. Your company like any other typical IT services company has a challenge to hire, train and retain specialized talent that is suitable to execute large, multi-year projects that we are signing up. Your company has adopted numerous measures to address this including designing proper policies to retain employees and so on. e) Internal Control System And Their Adequacy: An appropriate and adequate system of internal controls exists in your company to ensure that all assets are safeguarded and protected against loss from misuse or disposition, and that the transactions are authorized, recorded and reported suitably. Internal control systems are ensuring effectiveness of operations, accuracy and promptness of financial reporting and observance with laws & regulations. The internal control is supplemented on an ongoing basis, by an extensive program of internal audit being implemented through out the year, by the in house internal auditor. The internal audit reports along with management comments thereon are review by the Audit Committee of the Board comprising of independent and nonexecutive Directors, on a regular basis. Implementations of the suggestions are also monitored by the Audit Committee. The internal control is designed to ensure that the financial and other records of the company are reliable for preparing financial statements and other data, and for maintaining accountability of assets, E) HUMAN RESOURCES POLICIES: Your Company has a well qualified and experienced team of professionals who have contributed to the performance of the Company. Labour relations at all the manufacturing units of the Company continued to remain condia throughout the year. There was no industrial unrest during the year. F) CAUTIONARY STATEMENT: The statements in report of the Board of Directors and The Management Discussion & Analysis Report describing the Companys outlook, estimates or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied since the Companys operations are influenced by many external and internal factors beyond the control of the Company. The Company takes no responsibility for keeping the members updated en changes in these factors except as may be statutorily required from time to time.