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You can view full text of the latest Director's Report for the company.

BSE: 532139ISIN: INE634D01038INDUSTRY: IT Training Services

BSE   ` 1.52   Open: 1.52   Today's Range 1.52
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Year End :2014-03 
Dear Shareholders,

The Directors are pleased to present their 20th Annual Report on the operations of the Company and the Audited Statement of Accounts for the Year ended 31st March 2014.

Financial Results:

Particulars                          2013-2014        2012-2013

Sales/ Income from Operations        803,560           782,000

Other Income                            -               23,000

Total Income                         803,560           805,000

Less: Total Expenses                 773,639           817,109
Extra- Ordinary Items -

Profit/ (Loss) after 
Extra- Ordinary                       29,921           (12,109)
Items but before Tax & Depreciation

Less: Tax                                               21,030

Profit/ Loss after Tax                29,921           (33,139)

EPS (Basic)                            0.009             (0.00)

EPS (Diluted)                          0.009             (0.00)
Reduction of Share Capital :

Pursuant to order dated 29th November, 2013 of Hon"ble High Court of Bombay the share capital of the company is reduced from Rs.10,00,00,000/- (Rupees Ten Crores only) consisting of 10,00,00,000 (Ten Crores) Equity Shares of Re. 1/- (Rupee One only) fully paid up to Rs. 35,00,000/- (Rupees Thirty Five Lakhs only) consisting of 35,00,000 (Thirty Five lakhs) Equity Shares of Re. 1/- (Rupee One only) fully paid up.

In compliance with requirements of the Companies Act, 1956, the Company has filed E-form 21 with the Registrar of Companies (ROC), Mumbai on January 04, 2014 and same was approved by ROC.

Further, in accordance with the requirements of the Listing agreement entered with BSE Limited, the companies vide its letter dated 10th February, 2014, in consultation with the exchange, fixed 20th February, 2014 as the Record Date to give effect to the said reduction. Consequently, the trading in shares of the company was suspended due to procedural reasons.

Thereafter, we had filed the listing application on February 28, 2014 with BSE Limited for listing of 35,00,000(Thirty Five lakhs)Equity Shares of Re.1/-(Rupee One only) each fully paid up. However approval for the same is awaited from the Exchange.

Operational Review:

It is encouraging to state that the year under review was one of the few progressive years for the Company as it was in a position to stream down its expenses to the tune of Rs.773,639 as compared to Rs.817,109, thereby registering an overall reduction of about 5.32%. This toddler achievement has motivated the Management and it is hopeful of better performance in the years to come.

Future Outlook:

The Coming decade will be complex, volatile and uncertain, but it will also bring many new opportunities for businesses and their customers in the India and abroad.

Growing niche market opportunities, lower equipment costs and better technology, it will be easier than ever to launch a business without a big investment. This means more innovation, as new ideas can be tested without much risk - and startup companies will proliferate.

Although there is intense competition in the domestic market, with the implementation of the above mentioned backward integration projects, your company's profitability will improve during the FY 2014-15, barring unforeseen circumstances.

Dividend:

In view of the losses, the Directors of your Company regret their inability to recommend any dividend for the year under consideration.

Changes in Capital Structure:

The share capital of the company is reduced from Rs. 10,00,00,000/- (Rupees Ten Crores only) consisting of 10,00,00,000 (Ten Crores) Equity Shares of Re. 1/- (Rupee One only) fully paid up to Rs. 35,00,000/- (Rupees Thirty Five Lakhs only) consisting of 35,00,000 (Thirty Five lakhs) Equity Shares of Re. 1/- (Rupee One only) fully paid up.

Changes in Directorship

In accordance with the provisions of Section 152 of the Companies Act, 2013 and other applicable provisions and regulations for time being in force, Mr. Deepak Jambodaker, Directors of your Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As per Section 149(4) of the Companies Act, 2013 (Act) which came into effect from April 1, 2014, every listed public company is required to have at least one- third of the total number of directors as Independent Directors. In accordance with the provisions of Section 149 of the Act and the Listing Agreement, Mr. Rajesh Dinkar Jadhav, and Mr. Ganesh Budbadkar are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

Mr.Sangramkumar Das appointed as Managing Director of the Company as per the provisions of Companies Act, 2013 and other applicable laws subject to members approval at the Annual General Meeting to be held on 29th September, 2014.

Further Mr. Kanubhai Patel , Mr. Vipul Shah & Mr .Shashikant Pawar resigns from Board of the Company on 4th September,2014 respectively. The Board wishes to place on record their appreciation for the services rendered by them as the Directors of the Company.

Auditors:

The Statutory Auditors of the Company, M/s. Agarwal Desai & Shah has merged with Verma Mehta & Associates, Chartered Accountants with effect from 17th December, 2013 .Thus Verma Mehta & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility for re- appointment in terms of Section 139,141 and 142 of the Companies Act, 2013 subject to member's approval.

Internal Audit:

The company has internal control system consisting of specific policies and procedures designed to provide management with reasonable assurance that the goals and objectives of the company can be met.

Directors' Responsibility Statement:

Based on the representations received from the operating management and pursuant to the provisions of Section 217(AA) of the Companies Act, 1956, your Directors confirm that:

In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 as at 31st March,2014 and of the profit of the Company for year ended on that date;

They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records, safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities;

The Directors have prepared the Annual Accounts on a going concern basis.

The Directors have laid down proper internal control system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Social Responsibility:

Your Company believes that success of the business and society goes hand in hand and thus every possible effort is undertaken to ensure that the Company continues to invest in the development and welfare of the Community and Society as a whole.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

In view of the nature of the activities which are being carried on by the Company, Rules 2A & 2B of the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

During the year under review, neither the Company had any Foreign Exchange Earnings nor did it spend any foreign exchange on any account.

Fixed Deposits:

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Listing:

The Company's Equity shares are listed on the Bombay Stock Exchange Limited (BSE LIMITED)

Management Discussion and Analysis:

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

Corporate Governance:

Corporate Governance is managing, monitoring and overseeing various corporate systems in such a manner that corporate reliability, reputation are not put at stake. The long term performance of a corporate is judged by a wide constituency of stakeholders. Our Company puts in every effort to maintain quality relationship with its every stakeholders.

A detailed report on the Corporate Governance Code and practices of the Company along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement are given in a separate section in this Annual Report.

Employees:

The Company respects the interests and contribution of its employees. Its take measures to protect the rights of its employees and also provides training and development of necessary skills for career advancement on an equal and non discriminatory basis. Its offers speedy redressal of grievances of its employees.

During the year under review there were no employees drawing a salary exceeding the limits specified under Section 217 (2A) of the Companies Act, 1956.

Acknowledgements and Appreciation:

The Board of Directors of the company are fully aware of its current and upcoming activities which can be undertaken only with the consistent support of its all investors, employees, customers, vendors, bankers, financial institutions, service providers, regulatory and government authorities and stock exchanges in order to reach new horizons. Its provides great encouragement to the company to work with more zeal , efficiently and efficiency.

                                       By the Order of the Board 
                                                      Sd/-

Place : Mumbai                                  Sangramkumar Das

Date  : 4th September, 2014                        DIN: 05235448