| The Directors are pleased to present the Fifteenth Annual Report
together with the Audited Accounts for the period ended 31st March,
2011 (July to March) and also in highlighting the performance of the
Company in the previous year along with the scope of the profit
generating capacity of the Company in the years to come.
FINANCIAL HIGHLIGHTS
2010 -2011 2009 -2010
(1st July, 10 to (1st April,
09 to
31st March 11) 30th
June 10)
Profit Before Interest,
Depreciation and Tax (11,17,84,296) (11 ,75,35,225)
Less: Interest & other finance
costs - -
Depreciation and Amortization 30,59,499 2,54,93,542
Profit / (Loss) Before Tax (11,48,43,797) (14,30,28,767)
Less: Provision for Taxes
1,12,213 (54,62,140)
(Current, Deferred 8s FBT)
Profit / (Loss) After Tax (11,49,56,010) (13,75,66,627)
Less: Previous Period
Adjustments
Less: Appropriations ------ ------
Proposed final dividend- Equity
Shares
Preference share
Tax on Dividend ------ -----
Balance Carried Forward (11,49,56,010) (13,75,66,627)
TURNOVER AND PROFITS
During the year under review, due to the increase in competition in the
IT Sector and the effects of the global meltdown in the previous year,
the company has incurred a loss before tax of Rs. 11,48,43,797 /- and
the loss before providing depreciation and amortization was Rs.
11,17,84,296 /- but Net Loss after Tax amounted to Rs. 11,49,56,010 /-
- OVERALL PERFORMANCE
The company in the year under consideration has survived the
competition and managed to maintain and perform its business
activities. The Company has consolidated its business activities in
order to remove those which were having a negative impact on the
Turnover of the Company. The company's portfolio of activities includes
those activities wherein Company has emerged as a competitive
organization and wherein Company can integrate its Business.
During the Financial Year under consideration i.e. 2010-2011, the
Company has incurred a loss before tax of Rs. 11,48,43,797 /-
DIVIDEND
In view of the loss suffered by your Company during the year, Directors
show their inability to recommend any dividend during the year.
FUTURE OUTLOOK
The future for Indian information technology sectors is growing due to
the advancement in the technology and growing demand of from the
service sectors for the provision of the better IT services. The IT
sectors have had a history of outperforming the growth target perceived
by various authorities. During the year under review the IT Sector has
just been coming out of the economic crisis and the deficit suffered by
the Financial Markets in the previous year. The financial markets
influence the business cycle indirectly impacting the non-financial
sectors, domestic and commercial consumptions of the goods and
services. However even though there was a financial deficit your
Company maintained its activities and has on the basis of the current
experience planned its future activities.
sectors for the provision of the better IT services. The IT sectors
have had a history of outperforming the growth target perceived by
various authorities. During the year under review the IT Sector has
just been coming out of the economic crisis and the deficit suffered by
the Financial Markets in the previous year. The financial markets
influence the business cycle indirectly impacting the non-financial
sectors, domestic and commercial consumptions of the goods and
services. However even though there was a financial deficit your
Company maintained its activities and has on the basis of the current
experience planned its future activities.
SUBSIDIARIES
The Company has three wholly owned subsidiaries namely M/s Maars
Infratech Private Limited, Maars Software International Limited FZLLC-
Dubai and Hi-tech Software Services INC- USA to manage the business of
The details on these subsidiaries are outlined in the Management
Discussion and Analysis Section appended to this Report.
CONSOLIDATED FINANCIALS
The Audited Consolidated Financial Statements for the year ended 31st
March 2011 are annexed to this report. Further, the reports and
standalone audited financial statements of subsidiary company viz. M/s
Maars Infratech Private Limited , Maars Software International Limited
FZLLC- Dubai and Hi-tech Software Services INC- USA is annexed to this
report along with statement pursuant to Section 212 (1) (e) also forms
part of this Annual Report.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the listing agreement with the Stock Exchange,
the Corporate Governance Report along with Certificate by the
Practicing Company Secretary on its compliance, Management Discussion
and Analysis Report forms a part of this Annual Report.
DIRECTORS
3/4 Retiring Directors by Rotation:
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Harshavardhan Singh
Rathore, Director of the Company retires by rotation, and being
eligible offers himself for re- appointment. Appropriate resolutions
for re-appointment of aforesaid director are being moved at the ensuing
Annual General Meeting. Brief resume of retiring directors are given in
the notice of Annual General Meeting.
% Additional Directors:
In accordance with Section 260 of the Companies Act 1956 and Articles
of Association of the Company, Mr. Prem Kumar Mysore was appointed as
Additional Director w.e.f. 02nd June 2011.
Mr. Prem Kumar Mysore holds office up to the date of the ensuing Annual
General Meeting. The Company has received a notice from one of the
Member signifying his / her intention to propose the appointment of Mr.
Prem Kumar Mysore as Director of the Company and appropriate
resolutions for his appointment are being moved at the ensuing Annual
General Meeting.
In accordance with Section 260 of the Companies Act 1956 and Articles
of Association of the Company, Mr. Sunil Soni was appointed as
Additional Director w.e.f. 01st August 2011.
Mr. Sunil Soni Mysore holds office up to the date of the ensuing Annual
General Meeting. The Company has received a notice from one of the
Member signifying his / her intention to propose the appointment of Mr.
Sunil Soni as Director of the Company and appropriate resolutions for
his appointment are being moved at the ensuing Annual General Meeting.
% Independent Directors:
In accordance with Section 260 of the Companies Act 1956 and Articles
of Association of the Company, Mr. Prem Kumar Mysore and Mr. Sunil Soni
were appointed as Additional Director on 2nd June 2011 and 1st August
2011 respectively.
Both of the Directors holds office up to the date of the ensuing Annual
General Meeting. The Company has received a notice from one of the
Member signifying his / her intention to propose the appointment of
both the directors as Director of the Company and appropriate
resolutions for his appointment are being moved at the ensuing Annual
General Meeting.
Both the directors were designated as the Independent Director of the
Company w.e.f 2nd June 2011 and 1st August 2011 respectively. The said
Terms and conditions are subject to Members approval and the same is
sought to be ratified from the members of the Company in this said
Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibilities Statement, the
Directors of the company hereby state and confirm that:
(1) In the preparation of the annual accounts, the applicable
accounting standards have been followed:
(2) They 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 as at 31st March 2011 and of the profits of the Company for
the year ended on that date;
(3) They have 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 fraud and other irregularities;
(4) They have prepared the annual accounts on a going concern basis.
PUBLIC DEPOSITS
The Company has not accepted any deposits from public in accordance
with Section 58A of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
Information of the employees of the category specified in Section 217
(2A) of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 is contained in Annexure-A appended to this
report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Considering nature of activities carried on by the Company and the list
of industries included in the Companies (Disclosure of Particulars in
the report of the Board of Directors) Rules, 1988, the consumption of
the Energy by the company has been to the minimal level and your
company has taken all the steps necessary to conserve the energy as and
where required.
AUDITORS
It is proposed to re-appoint the retiring auditors M/s. Daiya, Tiwari &
Soni, Chartered Accountants, as the Statutory Auditors of the Company.
The Company has received letters from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956 and they are not
disqualified for such appointment within the meaning of Section 226 of
the said Act.
The notes on Accounts referred to in the Auditors Report are self
explanatory and therefore does not call for any further comments.
INTERNAL CONTROL SYSTEM
The Company has in place appropriate internal control systems,
commensurate with its size and nature of operations.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation and sincere
gratitude to the various Departments of the Central and State
Government, Company's Bankers, clients, media and business constituents
for t heir valuable assistance and support. The Directors also
acknowledge the continued support received from investors and
shareholders and the confidence reposed by them. The Directors place
on record their appreciation for the sincere and dedicated services
rendered by all the employees of the Company.
For and on behalf of the Board of Directors
Director Director
Ms. Sanhita Dey
(Company Secretary)
Date: 8th September, 2011
Place: Chennai
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