(Rs. in Lakhs)

FINANCIAL HIGHLIGHTS                       2014-2015    2013-2014

Profit / (Loss) before Taxes               (3,191.22)   (4,294.17)

Less: Provision for Taxes                      NIL           NIL

Add: Balance Profit / (Loss) brought forward from previous year (4,828.42) (534.25)

Amount available for appropriations : (8,019.64) (4,828.42) Appropriations

Proposed Dividend                              NIL         NIL

Tax on Proposed Dividend                       NIL         NIL

Balance Profit / (Loss) carried to the Balance Sheet (8,019.64) (4,828.42)

COMPANY'S ACTIVITIES

The impact of I-Pads, Tablets and Smart Phones in the marketplace has had an overwhelming effect on the personal and laptop computers with all the Computer hardware companies stopping production of Desktops and laptops. Your Company has discontinued the business of manufacture of desktop and laptop computers and is presently only in the services segment of maintenance contracts and fulfilling warranty commitments.

The Company is looking into the possibilities of distributing multinational companies' products, servers, etc.

DIVIDEND

Your Directors do not recommend any Dividend in respect of the financial year ended 31st March, 2015, as the Company has suffered a Loss.

REVIEW OF OPERATIONS

During the year under review,

- The net sales revenues at Rs. 2261.39 lakhs were lower

than the previous year's revenues of Rs. 7902.99 lakhs. During the year the net Loss (Tax Expense was NIL) was Rs. 3191.22 lakhs as against the previous year's Loss of Rs.4,294.17 lakhs (Tax Expense was NIL); the Loss was due to the adverse market conditions and interest costs.

- The Company continues to Endeavour in maintaining customers to their utmost satisfaction levels by registering impeccable track record of quality and delivery efficiency, thereby ensuring their continued patronage for your company's products and services.

- Further changes and improvisations are under way in the manufacturing process and these changes are in compliance with international requirements.

FIXED DEPOSIT

The Company did not have any outstanding / unpaid Deposits or unpaid / unclaimed interest thereon as on 1st April, 2014; the Company has not accepted any deposits under Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

DEMATERIALISATION OF COMPANY'S SHARES

The Company's Securities continue to be traded in the electronic form only as per the relevant SEBI guidelines.

LISTING OF SHARES ON THE STOCK EXCHANGES

The Company's Securities continue to be listed on the BSE Limited (BSE), Mumbai and the National Stock Exchange of India Limited (NSE), Mumbai. The Company has paid the requisite Annual Listing Fees for the year 2015-16 to the BSE and NSE.

VOLUNTARY DELISTING OF THE COMPANY'S SHARES FROM THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE)

The Company made an application to the NSE, pursuant to the Board Resolution passed on 13th June, 2015, on 17th June, 2015 for voluntarily delisting the Company shares as the Board felt that as there was no trading since September, 2014 till date, the Listing on NSE was no longer required; the Shares are already listed on the BSE Limited which has nation- wide terminals for enabling shareholders, investors and other stakeholders to deal in the Company's Shares. The Certificate from NSE granting Delisting Permission is expected shortly.

DIRECTORS

Mrs. Manju Bhartia has been appointed as an Additional Director (as a Woman Director) in compliance of Clause 49 of the Listing Agreements with the Stock Exchanges on 14th August, 2015

The Company has received a notice from a Shareholder along with a Deposit of Rs. 1,00,000/-, pursuant to Section 160(1) of the Companies Act, 2013, proposing the name of Mrs. Manju Bhartia as a Director of the Company at the ensuing Annual General Meeting (AGM). A brief resume of Mrs. Manju Bhartia, giving her nature of experience and the names of Companies in which she holds Directorship and membership / Chairmanship of Board Committees, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is provided in the Explanatory Statement annexed to the Notice convening the meeting

In accordance with the Company's Articles of Association and the provisions of the Companies Act, 2013, Mr. Vijay Mukhi, an Independent Director, retires by rotation and offers himself for re-appointment as an independent Director. A brief resume of Mr. Vijay Ram Mukhi, nature of experience and the names of Companies in which he holds Directorship and membership / Chairmanship of Board Committees, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is provided in the Explanatory Statement annexed to the Notice convening the meeting.

CORPORATE SOCIAL RESPONSIBILITY

The Company has been incurring losses in the previous 3 years and is also registered as a Sick Industrial Company under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 and hence the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

(1) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

(2) 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 ended 31st March, 2015 and of the Profit of the Company for that year;

(3) that the Directors have taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(4) that the Directors have prepared the annual accounts on a going concern basis.

REGISTRATION OF THE COMPANY AS A SICK INDUSTRIAL COMPANY

Your Company was registered as a sick industrial company under Section 15(1) of the Sick Industrial Companies (Special

Provisions) Act, 1985 by the Board for Industrial and Financial Reconstruction (BIFR) with effect from 29th August, 2014 and the process of preparation of the 'Draft Rehabilitation Scheme' and other connected matters are before the BIFR.

TAKING OVER OF THE COMPANY'S PROPERTIES IN GOA AND MAHAPE

Indian Bank as the Lead Bank of the Consortium of Banks, had not accepted the Company's offer for one time settlement against all amounts due to the Banks under the provisions of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFESI) and has taken physical possession of the land, buildings and stocks of the Company in Goa in April, 2015 and the properties and stocks at Mahape, Navi Mumbai in June, 2015.

Consequently, the Company had to discontinue its business of manufacture of desktop and laptop computers.

SHIFTING OF THE REGISTERED OFFICE

Since the Registered Office of the Company located in Electronic Sadan was taken over by Indian Bank, the Company shifted its registered office to a rented premises at Mahape. Thus the Registered Office of the Company has been shifted from B-5, Electronic Sadan - 1, MIDC, TTC Area, Mahape, Navi Mumbai 400 710 to Plot No. EL - 117, 1st Floor, Mahape, MIDC, TTC Area, Navi Mumbai 400 710 with effect from 6th June, 2015.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance, as applicable to the Company, during the period under report, as per the amended Listing Agreements with Stock Exchanges. The Report on Corporate Governance with the Auditors' Report thereon, is annexed hereto as Annexure 'E' in accordance with Clause 49 of the Listing Agreements with the Stock Exchanges.

STATEMENT SHOWING THE EXTRACT OF THE ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

In accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Statement showing the Extract of the Annual Return as on the financial year ended 31st March, 2015 is annexed as Annexure 'D' and forms part of this Report.

PARTICULARS OF LOANS, ETC., UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not given any loans, provided any guarantees or made any investments attracting the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The information required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended hereto in Form AOC - 2 as Annexure 'B' and forms part of this Report.

SECRETARIAL AUDIT

The Secretarial Audit Report, dated 31st July, 2015, of M/s. Mohan Akella & Company, Company Secretaries, Thane, pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014, of the Compliance of the applicable Statutory Provisions and adherence to good corporate practices by the Company is annexed hereto as Annexure 'C' and forms part of this report.

The Company's representatives have provided the material data for the qualifications / observations and / or remarks contained in the said Secretarial audit Report.

AUDITORS

M/s. C. L. Khanna & Company, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, were re- appointed for a period of 3 years at the 34th Annual General Meeting, in accordance with Sections 139 and 141 of the Companies Act, 2013; the tenure of the said Auditors is to be confirmed at the ensuing AGM.

The Notes to Accounts mentioned in the Audited Accounts of the Company for the year ended 31st March, 2015 are self explanatory to the observations made by the Statutory Auditors in their Report on the said Financial Statements.

EMPLOYEES

Relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

The Company did not have any employee(s) during the year or part of the year drawing remuneration specified in the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Company's paid-up Share Capital being less than Rs. 25 Crores, the Provisions of Rules 4 and 5 of the Companies (Accounts) Rules, 2014 are not applicable to the Company; moreover, the Company being a Sick Industrial Company did not pay any increased salary or perquisites to any KMP or any employee during the year; hence the statement under these provisions is not annexed.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended hereto as Annexure 'A' and forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the support received from the Company's Bankers and Shareholders and look forward to their continued support and goodwill.

                                         By Order of the Board

                                                RAJKUMAR SARAF

MUMBAI                                              CHAIRMAN &

14th August, 2015                            MANAGING DIRECTOR