Valuemart Retail Solutions Ltd Directors Report.

DIRECTORS

Dear Members,

Your Directors take pleasure in presenting the TWENTY EIGHTH ANNUAL REPORT of VALUEMART RETAIL SOLUTIONS LIMITED together with the Audited Statement of Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS:

Particulars For the year ended March 31, 2013 For the year ended March 31, 2012
(Rs. In Lakhs) (Rs. In Lakhs)
Revenue from operations
Continuing operations 0.00 0.00
Discontinuing operations 0.70 1.56
Other Income 0.10 10.93
Total Income 0.80 12.49
Total Expenditure 22.63 30.99
Loss before Tax (21.83) (18.50)
Provision for Taxation - -
Net Loss After Tax (21.83) (18.50)
Profit / Loss brought forward (3.12) 15.38
Balance carried forward (24.95) (3.12)
Paid-up Share Capital 279.85 119.85

OPERATING PERFORMANCE

During the year under review, the Company temporarily suspended its commercial activities due to a delay in raising funds. Hence, the Companys revenue primarily consists of income from discontinuing operation i.e., interest on Housing Loans. The income generated during the year was Rs. 0.70 Lakhs against Rs. 1.56 Lakhs during the previous year. The non-operating income amounts to Rs. 0.10 Lakhs compared to Rs. 10.93 Lakhs in the previous year. The total Expenditure incurred by the Company has reduced to Rs. 22.63 Lakhs from Rs. 30.99 Lakhs in the previous year. However, the Company has incurred a loss of Rs. 21.83 Lakhs in the current year as compared to a loss, of Rs. 18.50 Lakhs in the previous year.

BUSINESS PROSPECTS

Your Company plans to diversify into the Retail Solutions space and will offer B2C solutions, RFID Solutions, Smartcards and Web based solutions for Retail & Financial Services sectors.

Your Company has discontinued all Business activities relating to Real Estate, Property, Infrastructure Development and Housing Finance.

DIVIDEND

In view of losses incurred by the Company, the Board of Directors expresses its inability to declare any Dividend during the current year.

PUBLIC DEPOSITS

Your Company has not invited / accepted / renewed any deposits from public during the financial year.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(A) of the Companies Act, 1956 read with the rules prescribed thereunder are NIL, since no employee is drawing remuneration in excess of the limits prescribed under the said Rules.

LISTING

The annual listing fees for the year under review have been paid to Bombay and Bangalore Stock Exchanges where your Companys shares are listed.

SUBSIDIARY COMPANY

Your Company has divested its entire holding in Valuemart Travel Solutions Private Limited to the Promoters, Mr. Rajendra Singh Bhati and Mr. Sanjay Bhan in April 2012.

PREFERENTIAL ALLOTMENT

On February 8, 2013, the Company has allotted 16,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 38/- per share to Non-Promoters and select Strategic Investors with a lock-in period of one year from the date of issue of shares. The said shares are listed at the Bombay Stock Exchange (BSE) and Bangalore Stock Exchange (BgSE) with effect from March 13, 2013.

With this allotment, the Paid-up Capital of the Company has been increased to Rs. 279.85 Lakhs. The funds received on the said allotment have been utilised for the purposes mentioned in the Explanatory Statement to the Notice of the Extra-Ordinary General Meeting. Pursuant to the above mentioned allotment, the shareholding of the promoters, Valuemart Retail (India) Limited has reduced to 18.47%. Hence, the company has ceased to be a subsidiary of Valuemart Retail (India) Limited.

CONSERVATION OF ENERGY

Rule 2 of Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, pertaining to employees who are in receipt of remuneration exceeding Rs. 24,00,000/- per annum and Rs. 2,00,000/- per month when employed for part of the year, is not applicable to the Company.

Disclosures regarding conservation of energy under the aforesaid Rules are:

a) Conservation of energy Not applicable
b) Technology absorption Not applicable
c) Foreign Exchange earnings outgo NIL

COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956, Compliance Certificate from Mr. P. K. Pande, Practising Company Secretary, Bangalore is annexed to this report. There are no adverse comments requiring remedial action by the management.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, we confirm

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements 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 income and expenditure of the Company for that period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) That the directors had prepared the annual accounts on a going concern basis.

DIRECTORS:

On 30.05.2013, the Board of Directors has appointed Mrs. Babli Khanna and Mr. Karan Kalusing Vishwakarma as Additional Directors of the Company. Your approval is being sought for the appointment of the said Directors at the ensuing Annual General Meeting.

AUDITORS:

M/s. Sreenivasan & Govardhan, Chartered Accountants, Bangalore, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished the required certificate under Section 224(1 B) of the Companies Act, 1956. The Shareholders are requested to appoint the auditors and fix their remuneration.

ACKNOWLEDGEMENTS:

The Board places on record its appreciation for the continued support rendered by the Companys Shareholders, Business Partners and Associates, Bankers and the Government during the year under report.

For and on behalf of the Board of Directors of
VALUEMART RETAIL SOLUTIONS LIMITED
Bangalore C. K. VASUDEVAN C. K. PRABHAKARAN
August 14, 2013 MANAGING DIRECTOR DIRECTOR

P K Pande & Associates

Company Secretaries

SECRETARIAL COMPLIANCE CERTIFICATE

(Under Section 383A (1) of Companies Act, 1956)

Registration No. 007218
Nominal Capital: Rs 15.00 Crore
To
The Members
VALUEMART RETAIL SOLUTIONS LIMITED
(Formerly RESIDENCY PROJECTS & INFRATECH LIMITED)
Regd. Office: No.2, II Floor, RR Chambers,
11th Main Road, Vasant Nagar,
Bangalore-560052

I have examined the registers, records, books and papers of M/s VALUEMART RETAIL SOLUTIONS LIMITED (formerly known as RESIDENCY PROJECTS & INFRATECH LIMITED) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there-under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company, its officers and agents, I certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure A to this certificate, as per the provisions of the Act and the rules made there-under and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure B to this certificate, with the Registrar of Companies, Karnataka, Bangalore, under the Act and the rules made thereunder.

3. The Company, being a Public Limited Company, the criteria to have maximum number of members does not apply. The Company has minimum authorized and paid up capital as required by law to a Public Limited Company.

4. The Board of Directors duly met 9 (nine) times respectively on 30-05-2012, 14-08-2012, 25-082012,10-11-2012, 10-12-2012, 15-12-2012, 09-01-2013, 08-02-2013 and 13-02-2013 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

5. Apart The Company closed its Register of Members, from 26.09.2012 to 29.09.2012 and necessary compliance of section 154 of the Act has been made.

6. The Annual General Meeting for the financial year ended on 31st March 2012 was held on 29.09.2012 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. One Extra Ordinary General Meeting was held during the financial year after giving due notice to the members of the Company and the resolution passed thereat was duly recorded in the Minutes Book maintained for the purpose.

8. The Company has not advanced any loans to its directors or persons or firms or companies referred in the Section 295 of the Act.

9. During the financial year the Company did not enter into any contract or transaction coming under the purview of Section 297 of the Act.

10. The Company has made necessary entries in the register maintained under Section 301 of the Act.

11. The Company has obtained necessary approval from the Board of Directors and shareholders pursuant to Section 314 of the Act in an instance falling within the purview of that Section. In respect of that instance, there was no need to obtain any previous approval from the Central Government.

12. The Company has not issued any duplicate share certificates during the financial year.

13. The Company:

(i) has delivered all the certificates on allotment of equity shares and complied with the provisions of law relating to allotment of shares. It has also received shares for effecting transfer and the Company has complied with all the provisions of law relating to transfer. There was no transmission of shares during the year.

(ii) has not deposited any amount in a separate Bank account as no dividend was declared during the financial year.

(iii) was not required to post warrants to any member of the Company as no dividend was declared during the financial year.

(iv) transferred the amounts in unpaid dividend account, which have remained unclaimed or unpaid for a period of seven years to Investors, Education and Protection Fund.

(v) has duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. During the financial year, Mr C K Prabhakaran was appointed as a Director and Mr M Manivannan has resigned for the post of Director of the Company. Apart from this there was no appointment of additional Directors, alternate directors and directors to fill the casual vacancies during the financial year.

15. The Company have not appointed any Managing Director, Whole-time director or Manager during the financial year.

16. The Company has not appointed any sole selling agents during the financial year.

17. The Company was not required to obtain any approvals from the Central Government, the Company Law Board, the Regional Director or such other authorities as prescribed under the various provisions of the Act.

18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there-under.

19. The Company has issued 1600000 equity shares of Rs.10/- each at a premium of Rs. 38/- during the financial year and complied with the provisions of the Act.

20. The Company has not bought back any shares during the financial year.

21. The Company does not have any preference shares or debentures in its capital structure.

22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares.

23. The Company informed that it has not collected any deposits during the financial year as defined under the provisions of Sections 58A and 58AA read with Companies (Acceptance of Deposit) Rules, 1975.

24. The Company does not attract the provisions of Section 293 (1) (d) of the Act relating to borrowings made by the Directors.

25. The Company has not made any loans, investments or advances or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose.

26. The Company has not altered the provisions of the Memorandum of Association, with respect to situation of the Companys registered office from One State to another, during the financial year under scrutiny.

27. The Company has not altered the provisions of the Memorandum of Association, with respect to the objects of the Company, during the financial year under scrutiny and complied with the provisions of the Act.

28. The Company has not altered the provisions of the Memorandum of Association, with respect to name of the Company, during the financial year under scrutiny.

29. The Company has altered the provisions of the Memorandum of Association, with respect to share capital of the Company, during the financial year under scrutiny and complied with the provisions of the Act.

30. The Company has altered its Articles of Association during the financial year.

31. There was no prosecution initiated against or show cause notices received by the Company and no fines or penalties or any other punishment was imposed on the Company during the financial year, for offences under the Act.

32. The Company has not received any money as security from its employees during the year.

33. The Company has not constituted a separate provident fund trust for its employees or class of its employees as contemplated under section 418 of the Act.

Place: Bangalore

Date: 14.08.2013

ANNEXURE - A - Registers as maintained by the Company:

SI. No. Statutory Registers Relevant Section
01 Register of Members 150
02 Share Transfer Register 108
03 Register of Directors 303
04 Register of Directors shareholdings 307
05 Register of Directors interested 301(3)
06 Register of Charges 143(1)
07 Minutes of the Board Meeting 193
08 Minutes of the General Meeting 193

 

SI. No. Other Registers
01 Application & Allotment Register
02 Register of Common Seal
03 Register of Balance Sheet
04 Register of EGM
05 Register of Directors Attendance

ANNEXURE-B

Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending on 31st March, 2013.

SI. No Form No/ Return Filed under Section For Dt of Filing Whether filed within the prescribed time.
1. Form 20B (Annual Return) 159 the period ended 29.09.2012 28.11.2012 Yes.
2. Form 23AC & 23ACA (Balance Sheet & PL Account) 220 the period ended 31st March, 2012 08.02.2013 Yes.
3. Form66 (Secretarial Compliance Certificate) 383A(1) the period ended 31st March, 2012 12.10.2012 Yes.
4. Form No.2 75(1) Registered issue of Equity shares 09.03.2013 Yes.
5. Form No.5 94(1) Increase in Authorized Capital 14.02.2013 No. Additional fee paid
6. Form No.23 81(1A) issue of Equity Shares on Preferential Basis 12.02.2013 No. Additional fee paid
7. Form-32 260 the appointment additional Director 12.10.2012 No. Additional fee paid
8. Form-32 303 the change in designation of the Director 12.10.2012 Yes.
9. Form-32 303 the resignation of the Director 12.10.2012 No. Additional fee paid