uniport computers ltd Directors report

UNIPORT COMPUTERS LIMITED ANNUAL REPORT 2005-2006 DIRECTORS REPORT Dear Shareholders Your directors have pleasure in presenting the 15th Annual Report and the Audited Statement of Accounts of the company for the financial year ended 31st May, 2006. (Rs.000) 1. FINANCIAL RESULTS 2005-06 2004-05 Turnover 3400 3300 Gross Profit before interest and depreciation 64 85 Less : Interest Nil Nil Depreciation Nil 36 Profit Before Tax 64 49 Less : Provision for Taxation Nil Nil Profit After Tax 64 49 Balance B/F from previous year 326832 326783 Amount available for appropriation 326896 326832 TOTAL 326896 326832 Appropriations: Proposed dividend on equity shares Nil Nil Corporate tax on dividend Nil Nil Debenture Redemption Reserve Nil Nil Balance carried to Balance Sheet 326896 326832 TOTAL 326896 326832 2. MANAGEMENT ANALYSIS AND DISCUSSION: COMPANY PERFORMANCE: The sale of the Company for the year ended 31st May, 2006 touched Rs. 34.00 Lakhs and Net Profit were Rs. 0.64 Lakhs. REVIEW OF OPERATIONS: During the year under review operations of the Company remained very low and likely to improve in the current year. Your Company has also helped many of its clients improve their processes and systems by providing consulting services and high-end products and solutions. DIVIDEND: Your Directors do not recommend any dividend for the year ended 31st May, 2006. DELISTING OF EQUITY SHARES: As per SEBI guidelines on further issue listing must be listed at any one of the Nationalized Stock Exchange having nationwide terminals network for the purpose of trading at BSE/NSE have to obtain the approval of any such Stock Exchange in the interest of the investors/shareholders. The company has already taken the approval of the shareholders and submitted the application for the purpose of de-listing of Equity Shares from the Kolcutta Stock Exchange Ass. Ltd., Kolcutta due to new norms of the SEBI (De-listing of Securities) Guidelines, 2003 as the equity shares continue listed on The Madras Stock Exchange Limited, Chennai (Regional Stock Exchange), Chennai and The Stock Exchange, Mumbai. The trading of Equity Shares remained suspended during the year under review at BSE and other Stock Exchanges, company applied for the revocation of the suspension. Papers are being processed. FIXED DEPOSITS: The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under. DIRECTORS: Ms Sunil Pawaskar and Mr Philip Amolik appointed as additional Director of the-company to fill casual vacancy caused due to resignations of Mr V Nallaya and Ms B Bhutani from the Board. The Company received Notices under Section 257 of the Companies Act, with requisite deposits Both the Directors are retiring at the ensuing Annual General Meeting and being eligible offers them for re-appointment. DERECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement Under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed: * That in the preparation of the annual accounts for the financial year ended 31st May 2006 the Application Accounting Standards had been followed along with proper explanation relating to material departures. * That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the profit or loss of the company for the year under review. * That the Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. * That the Directors had prepared the accounts for the financial year ended 31st May 2006 on a going concern basis. AUDITORS: M/s V S Parab & Associates, Chartered Accountants, Auditors of the company hold office till the conclusion of the ensuing Annual General Meeting and a re eligible for appointment. PERSONNEL: As there are no employees, drawing remuneration as per provision of Section 217(2A) of the Companies Act, 1956, and due to the there is no requirement to submit particulars of employees as per the provisions of section 217(2A) of the Companies Act, 1956, read with the provisions of Companies (Particulars of Employees) Rules, 1975. Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange Earnings and Outgo: CONSERVATION OF ENERGY: The Companys operations involve low energy consumption. However efforts to conserve and optimize the use of energy through improved operational methods and other means will continue. TECHNOLOGY ABSORPTION: The Technology available and utilized is continuously being upgraded to improve overall performance and productivity. RESEARCH & DEVELOPMENT: Your company believes that Research & Development is continues process and is a key driver to scalable and sustained corporate excellence. Our Research & Development activities help us gear for future opportunities and are focused to provide unique benefits to our customers. Accordingly during the year; several key focus areas were identified. Foreign Exchange Earnings : Nil Foreign Exchange Outgo : Nil COMPLIANCE CERTIFICATE: A certificate from the auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report. CORPORATE GOVERNANCE: Your Company continues to be committed to the systems of good corporate governance by increased transparency and accountability to its shareholders. Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a report On Corporate Governance and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report. ACKNOWLEDGEMENT: Your Directors place on record their appreciation of the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors, shareholders and debenture holders of the company. Yours directors also wish to thank management and staff of the promoter company, for the continuous guidance and support received from them. Your directors express their, appreciation for the dedicated and sincere services rendered by employees of the company. For and on behalf of the Board Sunil Pawaskar Philip Amolik Director Director Dated : 26/10/2006 Place : Chennai