| Dear Members,
The Directors have pleasure in presenting the 18th Annual Report
together with the audited accounts of the Company for the year ended
March 31, 2014.
FINANCIAL RESULTS
(Rupees in lacs)
PARTICULARS 2013-14 2012-13
Total Income 3.27 118.72
Total Expenses including Depreciation,
Financial Cost and other expenses 65.09 182.71
Profit/(Loss) before Tax (61.82) (63.99)
Deferred Tax (1.77) (2.13)
Profit/(Loss) after Tax (60.05) (61.86)
During the year, the Company has recorded a considerable decrease in
the total income from Rs. 118.72 lacs to Rs. 3.27 lacs over the
previous year. Including interest and depreciation the Company has
incurred a loss of Rs. 61.82 lacs as against loss of Rs. 63.99 lacs in
the previous year. Due to paucity of funds the Company could not
strengthen its marketing team to push its software products in the
market.
DIVIDEND
Your Directors do not recommend any dividend for the year in view of
the accumulated losses in the Company.
INVESTORS RELATIONS
Integrated Enterprises (India) Ltd., a SEBI registered Transfer Agent,
is the Company's Share Transfer Agent. All correspondence regarding
securities and investor grievances are being attended to at the
Registered Office or at the Share Transfer Agent's office located at
Malleswaram, Bangalore. The Company, with an objective of friendly
investor relations has set up a Shareholders'/Investors' Grievances
Committee. The Committee ensures that all the queries and suggestions
are properly attended to.
CORPORATE GOVERNANCE
Your Company adheres to all the mandatory recommendations of Corporate
Governance Code laid down under Clause 49 of the Listing Agreement with
Bombay Stock Exchange. A report on Corporate Governance is provided in
this Report. The Auditors' Certificate on Corporate Governance forms
part of this Annual Report.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public during the
year under review.
PARTICULARS OF EMPLOYEES
None of the employees of the Company employed through out the year or
part of the year was in receipt of remuneration in excess of limits
specified in Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 as amended.
ADDITIONAL INFORMATION
Particulars pursuant to Section 217(l)(e) of the Companies Act, 1956
and Companies (Disclosure of Particulars in the report of Board of
Directors) Rules, 1988.
a. Conservation of energy and technology absorption
The Company's operations are not energy intensive. However, adequate
measures have been taken to reduce energy consumption by using energy
efficient computers with latest technologies. An effort to conserve
energy goes on a continual basis.
b. Foreign Exchange Earning and outgo
The information related to foreign exchange earnings and outgo during
the year under review is given in notes on accounts.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
In line with the changes in law permitting companies to send electronic
copies of full Annual Report, notices, quarterly results etc., to the
e-mail IDs of shareholders, the Company has arranged to send the soft
copies of the documents to the e-mail IDs of shareholders available
with us or the depositories. In case any of the shareholder would like
to receive physical copy of the Annual Report, the same shall be
forwarded on written request to the Registrars M/s Integrated
Enterprises (India) Limited.
DIRECTORS
Mr. Milind Mehta and Mr. Vijayakumar N.A. retire by rotation and being
eligible, offer themselves for re-appointment at the ensuing Annual
General Meeting (AGM). Brief profile of the Directors is given in the
notes to the Notice of the ensuing AGM.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, the Directors hereby confirm that:
i. In the preparation of 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 judgements 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 of the
profits of the Company for the year under review.
iii. The Directors have taken proper and sufficient care for
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.
iv. The Directors have prepared the annual accounts on a 'going
concern' basis.
AUDITORS
M/s Shabbir & Rita Associates, Chartered Accountants, Mumbai, Statutory
Auditors of the Company retire at the forthcoming AGM and have
expressed their willingness to continue as Statutory Auditors for the
financial year 2014-15 and accordingly a resolution proposing their
appointment is being submitted to the AGM. Members are requested to
re-appoint them and fix their remuneration.
STATUTORY DISCLOSURE
None of the Directors of the Company is disqualified under the
provisions of Section 274(l)(g) of the Companies Act, 1956. Your
Directors have made necessary disclosures as required under various
provisions of the Companies Act, 1956 and Clause 49 of the Listing
Agreement.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forming part of this Annual
Report is attached.
APPLICABILITY OF THE COMPANIES ACT, 1956
With reference to the Circular No. 08/2014 dated 04/04/2014 issued by
Ministry of Corporate Affairs, the information given in this report are
governed by the Companies Act, 1956.
ACKNOWLEDGEMENTS
The Directors place on record their gratitude for all the guidance and
co-operation received from all its clients, vendors, bankers, advisors,
regulatory and Government authorities.
On behalf of the Board of Directors
M.S. Sridhar Anand S.K.
Joint Managing Director Managing Director
Bangalore
May 26, 2014
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