The Directors are pleased to present 33rd Annual Report and Audited Statement of Accounts of QPRO Infotech Limited for the year ended 31st March, 2014

This report has been prepared on the basis of the legal requirements under the Companies Act, 1956. As per General Circular No.08/2014 issued by the Ministry of Corporate Affairs (MCA) dated 04/04/2014, the provisions of the Companies Act, 2013 will become applicable for all disclosures required under the Act for the year 2014-15 and subsequent years.

FINANCIAL RESULTS:

                                                       (Amount in Rs.)

Particulars                                  31-03-2014     31-03-2013

Gross Receipt / Other Income                       0.00           0.00

Profit / Loss before Tax                      (126,122)       (56,022)

Provision for Tax                                  0.00           0.00

Profit / Loss after Tax                       (126,122)       (56,022)

Balance Brought forward                    (22,533,681)   (22,477,659)

Business Review:

* During the year under review, the Company could not undertake any business operations. But looking at the improved market conditions and better political stability, the Company is hopeful to achieve good performance in coming years.

* During the year under review, the company sifted its Registered Office to Shop No.39- B,,Ground Floor,Shourie Complex Super Market,Near Bombay Bazar, J P Road,Andheri- West, Mumbai-400058, w.e.f. 14th February, 2014.

DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialization through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

DEPOSIT:

The Company has not taken /invited any deposits from the public during the year. The outstanding amount is NIL as on 31st March, 2014.

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of Annual accounts for the year ended March 31, 2014. the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the appropriate accounting policies had been selected and applied consistently, and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2014.

3. That 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.

That the accounts have been prepared on a "going concern basis".

PARTICULARS OF EMPLOYEES:

Statement giving particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

STATEMENT UNDER SECTION 217(I)(e):

Statement pursuant to Section 217(I)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given below:

* The Company has no activities relating to conservation of energy.

* The Company has made no provision for research and development expenditure.

* The Company has no activity relating to technology absorption, adoption and innovation.

* The Company has no activity relating to foreign exchange earnings and outgo.

AUDITORS NOTES AND OBSERVATIONS:

Auditors have made certain observations in their report. These have been appropriately dealt with in the notes to accounts which are self-explanatory.

AUDITORS:

Your Directors propose appointment of M/s S.B.JAJOO & CO, Chartered Accountants, whose appointment as been duly approved by the Audit Committee and who shall hold office from the conclusion of this meeting till the conclusion of the sixth annual general meeting, with this meeting being counted as the first meeting and will be subject to ratification in every Annual General Meeting till the sixth Annual General meeting by way of passing of an ordinary resolution and to fix their remuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act.

RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013:

The Board of Directors in its meeting held on 08th August 2014 reconstituted the Board of Directors of the Company in pursuant to various provisions of the Companies Act 2013 as follows:

Name of Director        Designation             KMP position held   

MR. SMAHESH Executive Director Chief Financial Officer

MR.SUNDARAM             Independent
SANKARANARAYANAN        Director                        -

MR. SHASHIKANTA NAYAK   Independent                     -
                        Director

CORPORATE GOVERNANCE:

Pursuant to the Circular No. 08/2014 of Ministry of Corporate Affairs dated 04th April 2014, the Company has prepared its financial Statements including Directors Report, Auditors Report as per the provisions of the Companies Act 1956. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

FIXED DEPOSITS:

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited. However the same is suspended by BSE & company is in process to relist the same.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

                                             BY ORDER OF THE BOARD,
                                             For QPRO Infotech Ltd.

Place: Mumbai                                 Sd/-             Sd/-
Dated:08thAugust,2014                    Ankit Garodia    Anitha Mahesh
                                            Director         Director