Techtrek India Ltd Directors Report.

DIRECTORS

Your Directors have pleasure in presenting their 29th Annual Report with the Audited Account of the Company for the period ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. in Lac)

For the year ended on 31.03.2013 For the year ended on 31.03.2012
Total Income 218.97 136.36
Profit / (Loss) before Taxation 49.16 13.05
Provision for Tax 8.00 2.45
Short Provision of Previous Year - 25.22
Profit / (Loss) after Taxation 36.54 (14.52)
Depreciation & Amortization 18.99 --
Profit / (Loss) transferred to General Reserve 17.56 (14.53)

OPERATONS:

The total income for the period ended 31.03.2013 was Rs. 218.97 Lac against previous year Rs. 136.36 lac. During the year under review the company has earned a profit of Rs. 36.54 Lac against previous years loss of Rs. (14.53 Lac).

CURRENT STATUS AND FUTURE PLANS OF COMPANY:

For the year under review, Company has come out successfully from the last years loss making position and manage to stable the profitability. Currently the Companys major portion of income consists Rent income. As decided by management and to earn additional income, Company has given its office buildings additional space on lease to various parties.

Company is continuously placing its sincere efforts to grow the business in field of IT and IT enabled services. Management and efficient IT team have also planning for profitable IT projects which will take place in near future to improve the Companys base as IT player and give the concrete way to grow in this field.

DIVIDEND:

In view of reservation and to make a stronger base of profit in future, your Directors have decided not to recommend any dividend for the year under review. (Previous Year: Nil).

FIXED DEPOSITS:

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 58 A of the Companies Act 1956 from the public during the year under review.

CONSERVATION OF ENERGY:

The company is into Services Industry hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under 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, is reported to be NIL.

TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

Information related the foreign exchange is as below:

Foreign exchange earnings Rs. 32.28 Lacs
Foreign exchange outgoings Rs. Nil

PARTICULARS OF EMPLOYEES:

There were no employees during the year or part of the year drawing remuneration, which falls within the preview of the provisions of Section 217 (2A) of the Companies Act 1956.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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 profit of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS:

M/s. A. Puri & Co, Auditors of the Company retire at the conclusion of ensuring Annual General Meeting and are eligible for reappointment. You are requested to appoint Auditors to hold of his until the next Annual General Meeting.

AUDITORS REPORT:

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory and hence do not call, any further comments under Section 217 of the Companies Act 1956.

SECRETARIAL AUDITORS REPORT:

The Compliance Certificate under section 383A has been obtained from the Practicing Company Secretary and is form part of the Balance Sheet.

DIRECTOR RETIRE BY ROTATION:

Mr. Anthony Clifford Gale retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Your Directors recommends his re-appointment.

POSTAL BALLOT:

In order to infuse liquidity into the Company to meet its future expansion and other plans the Company decided to include the Corporate Guarantee Clause by altering Memorandum of Association (MOA) under Section 17 and to provide Corporate Guarantee to group company/ies under Section 372A of the Companies Act, 1956. For this purpose the Company needed the approval of the shareholders of the Company and the approval is decided to be taken by Special Resolution through Postal Ballot in accordance to provisions of Section 192A of the Companies Act, 1956 read with The Companies (Passing of Resolution by Postal Ballot) Rules, 2011.

The shareholders are requested to give their assent or dissent on the resolution, sign the same and return the form duly completed in the attached self addressed, postal prepaid envelope so as to reach the Scrutinizer before the closing of working hours on or before Monday, the 30th Day of September, 2013 at C/O Purva Sharegistry (India) Pvt. Ltd., Unit No. 9, Shiv Shakti Ind. Estt., J. R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E).Mumbai 400 011.

The Company has appointed Mr. Anish Gupta, Practising Company Secretary as a Scrutinizer to scrutinize the Postal Ballot Form in a fair and transparent manner.

The Scrutinizer will submit his report on the Postal Ballot and announce the result on Tuesday, the 1st Day of October, 2013 at the Registered Office of the Company situated at Plot No. 124, Road No. 17, M.I.D.C., Marol, Andheri (East), Mumbai - 400093 and the result will also publish in the newspapers.

ACQUISITION OF SHARES OF TECHTREK SAS, FRANCE

Your Company had acquired the equity shares of TechTrek SAS, representing 100% of the share capital of TechTrek SAS from its existing shareholders. By virtue of this investment, TechTrek India Limited (TIL) broadens its portfolio of service- related businesses with an entry into foreign markets. TechTrek SAS is a Private Limited Company registered in 165 avenue du Bois de La Pie, BP67023-Paris Nord 2, 95970 Roissy Cdg Cedex, France and is engaged in the business of data management including the processing of microfilm/fiche and digital archiving. TechTrek SAS is one of the group Company. In view of business exigency, your Board approved the acquisition of Tech Trek SAS in the previous year 2011-2012 and after doing proper due diligence and other formalities the actual shares were acquired in April, 2013.

CORPORATE GOVERNANCE REPORT:

A separate report on corporate governance is attached herewith which may be considered as a part of Directors’ Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A separate report on "Management Discussion and Analysis Report" is attached herewith which may be considered as a part of Directors’ Report.

APPRECIATION:

Your Company & its Directors wish to extend their sincerest thanks to the Bankers, State Government, Customers, Suppliers and Staff for their continuous co-operation & guidance.

For and on behalf of Board of Directors.
Place : Mumbai TECHTREK INDIA LIMITED
Date : 2nd September, 2013 P M Shah D V Damle
Director Director