The Directors have pleasure in presenting their Thirtieth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2014

FINANCIAL RESULTS:

Particulars                                    2013-2014     2012-2013
                                              Rs.In '000   Rs. in '000

Revenue from operations                            67.36         88.72

EBITDA                                         (6632.43)     (4161.62)

Less: Depreciation and amortization              2930.34       3206.49

Finance cost                                       93.62        121.62

Profit / (Loss) before Tax                     (9656.39)     (7489.73)
 
Less: Tax expenses                               3955.51             -

Profit / (Loss) after tax                     (13611.90)     (7489.73)

The Company has designed mobile phone accessories like Chargers, Adopters, Power bank, Pen drive and have refined 5.5 design house based out of Paris, France and Sohamsaa Systems Pvt. Ltd based out of Bangalore, India for designing. The Company made prototype of the charger and is in final stage before mass production^The product would get launched in the 3rd quarter of the current financial year under the brand 'VG'. The Company has also applied three patents for Socket Charger, Hybrid Charger, Normal & fast charger with switch.

The Company filed civil and criminal cases against Kingtech Electronics (India) Pvt Ltd for money recovery. Madras High Court on 23rd July 2013 allowed the application No.3060/2012 made by MCL against Kingtech Electronics (India) Pvt Ltd and order restrains Ganishee HSBC Bank Ltd from making payment to Kingtech Electronics (India) Pvt Ltd to be extent of suit claim amounting to Rs.51,38,776/-.

The Company has also made a claim of Rs. 2,28,22,324/- towards damage.

With respect to its own brand 'MUNOTH' the Company is exploring the possibility of re launching Senior Citizen phone and other application based phones

FUTURE PROSPECTS:

Mobile accessories market in India does not have a single brand which makes all accessories. The Company's brand "VG" would be one of the early mover advantage. The Company will use direct sales and sales through internet route to sell all mobile phone accessories.

The Company will continue to work on senior citizen phone in both hardware and software segment. It is planning to develop a senior citizen application on different operating system

DIVIDEND:

On account of the losses sustained by the company, your Directors regret their inability to declare any dividend.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with the Auditor's Certificate regarding compliance of the conditions of Corporate Governance and also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

DIRECTORS:

In terms of provisions of the Articles of Association, Mr. Bharat Munoth and Mr. Lalchand Munoth retires by rotation at the forthcoming Annual General Meeting and both being eligible offers themselves for re- appointment.

Mr. Vikas Munoth has been appointed as an Additional Director of the Company with effect from December 14, 2013. He is proposed to be appointed as Director at the ensuing Annual General Meeting liable to retire by rotation.

Mr. C R Sasi has been appointed as an Additional Director of the Company with effect from December 14 2013. He is proposed to be appointed as Independent Director at the ensuing Annual General Meeting for a term of 5 consecutive years from the date of the ensuing Annual General Meeting as required under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Three of the existing directors namely Mr. M Jayantilal Jain, Mr. Manish Mardia and Ms. Ranjani Padmanabhan have been selected for appointment as Independent Directors for a term of 5 consecutive years from the date of the ensuing Annual General Meeting subject to the approval of shareholders, as required under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) which was introduced by the Companies (Amendment) Act, 2000 your Director's confirm that:-

i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

ii) The Directors had 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 close of the financial year ended 31st March 2014 and of the Profit/Loss of the company for the year ended 31st March 2014.

iii) The Directors had taken proper and sufficient care for the 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.

DEPOSITORY SYSTEM:

As per SEBI's Directive, Equity Shares of your company is now compulsorily traded in dematerialised form. In this connection your company has signed an agreement with NSDL & CDSL for dematerialisation of its equity shares. As of date Equity Shares representing about 86.43% of the Shares Capital have been dematerialised. The company has appointed M/s. Cameo Corporate Services Limited as Registrars for the purpose of electronic connectivity for effecting dematerialisation of shares.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.

STOCK EXCHANGES

The Company's shares are listed on Madras Stock Exchange, Bombay Stock Exchange and Ahmedabad Stock Exchange.

STATUTORY INFORMATION: PARTICULARS:

There are no persons, employed in the company either during the year or part of the year who were in receipt of remuneration exceeding the sums prescribed under the provision of Sec.217 (2A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company being in the trading business, requirement regarding the disclosure of particulars relating to conservation of energy and technology absorption prescribed by the rules are not applicable.

AUDITORS:

M/s.Kumbhat & Co., Chartered Accountants, the Auditors of the Company, retires at the close of the ensuing Annual General Meeting and are eligible for re-appointment.

PERSONNEL:

Employee relations have been very cordial during the year under review.

ACKNOWLEDGEMENT:

Your Directors express their deep gratitude for the assistance, co-operation and support extended to your company by the Bankers and other valued clients. The Board gratefully express their thanks to you all for the trust you have reposed in the Company and look forward to your continued support. Your Directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the company.

                            For and on behalf of the Board of Directors

Place : Chennai                                         LALCHAND MUNOTH
Date : 20/05/2014                                              CHAIRMAN