Directors Report of Centerac Technologies Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting 31^st Annual Report of the Company together with
the Audited Financial Statements of the Company for the year ended 31^stMarch 2024.

FINANCIAL RESULTS

Particular	For the financial year ended 31st March 2024 (Amount in Rs. In Lakhs)	For the financial year ended 31st March 2023 (Amount in Rs. In Lakhs)
Revenue from Operations	68.84	132.66
Other Income	3.18	0.75
Total Income	72.02	133.41
Less: Expenses	55.16	134.75
Less: Depreciation & Amortization Expenses	0.01	0.01
Profit/ (Loss) before tax	16.85	(135)_
Tax Expenses
Current Tax	NIL	0.26
Current Tax adjustment of earlier years	(0.26)	0.07
Deferred Tax	NIL	NIL
Profit/ (Loss) after Tax	17.11	(1.54)

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the financial year under review the Company has earned revenue from operations of
Rs.68.84 lakhs as compared to Rs.132.66 Lakhs in previous year. The Company has made a
profit of Rs 17.11 lakhs as compared to loss of Rs. 1.54 Lakhs for the previous year. Your
Directors are continuously looking for avenues for future growth of the company.

DIVIDEND

In view to conserve the resources, the Board does not recommend any dividend for the financial
year ended 31^st March 2024.

DEPOSITS

During the financial year under consideration, your Company has not accepted any public
deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there
under.

INTERNAL FINANCIAL CONTROLS

Pursuant to Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has an
adequate internal financial control system commensurate with the size of its business
operations.

The Board at present consists of 4 Directors. The Board of Directors is duly constituted.

During the year, five (5) Board Meetings were held. The dates of Board Meetings along with
attendance of each Director are given below:

SR. NO.	DATE OF BOARD MEETING	ASHWANI KUMAR SINGH	RAJARSHI ROY	SHRAWAN KUMAR AGARWAL	SABEEN MOHAMED IQBAL	MAMTA SHARMA
1.	29/05/2023	Present	Present	Present	Present	Present
2.	14/08/2023	Present	Present	Present	Present	Present
3.	06/11/2023	Present	Present	Present	Present	Present
4.	13/02/2024	Present	Present	----	Present	Present
5.	30/03/2024		Present	—	Present	Present

Details of all the Committee along with their composition and meetings held during the year
under review are given in the Corporate Governance Report. The intervening gap between the
companies was within the period prescribed under the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence
as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate meetings of
Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies
Act, 2013 was held on 13^th February, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. Shrawan Kumar Agarwal, Director of the Company resigned on 6^th
November, 2023 and Mr. Ashwani Kumar Singh, Chairman, CFO and Managing Director of
the Company resigned on 27^th March, 2024.

Mr. Ramesh Sundaram appointed as Non-Independent Director (Non-Executive) on 30^th
March, 2024, subject to approval of the members of the company at the ensuing 31^st Annual
General Meeting (AGM) of the Company.

Mr. Sabeen Mohamed Iqbal, re-appointed as an Executive Director of the Company w.e.f. 4^th
October, 2024, subject to approval of the members of the company at the ensuing 31^st Annual
General Meeting (AGM) of the Company.

Mr. Sabeen Mohamed Iqbal, appointed as a Chief Financial Officer (CFO) of the Company
w.e.f. 30^th March, 2024.

SUBSIDIARIES, TOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, your company did not have any Subsidiary/Joint
Venture/ Associate Company of the Company.

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your
Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;

b. 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 as at 31^stMarch, 2024 and of its profit and loss
for the year ended on that date;

c. The directors had taken proper and sufficient care for the maintenance of adequate
accounting 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;

d. The directors had prepared the annual accounts on a going concern basis; and

e. The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

f. The Company has proper internal financial controls and that such internal financial controls
were adequate and were operating effectively.

STATUTORY AUDITORS:

At the 26^th Annual General Meeting (AGM), M/ s. R. B. Pandya & Co., Chartered Accountants,
Mumbai, (Firm Registration No. 107331W), were appointed as Statutory Auditors of the
Company to hold office for a period of five consecutive years from the conclusion of that AGM
until the conclusion of the 31^st AGM. M/ s. R. B. Pandya & Co. Chartered Accountants will be
completing their current term of five years at the conclusion of the ensuing AGM.

As recommended by the Audit committee , the Board of directors have appointed at their
Meeting held on 5^th September, 2024, M/s. Mittal & Associates, Chartered Accountants,
Mumbai (FRN: 106456W) appointed as the Statutory Auditors of the Company, to hold office
for a period of 5 (five) consecutive years commencing from the conclusion of this 31^st Annual
General Meeting till the conclusion of the 36^th Annual General Meeting of the Company to be
held for the financial year 2028-2029 , subject to the approval of the members of the Company.
Necessary resolution has been proposed for approval of the members at item no. 3 of the notice
of AGM.

M/ s. Mittal & Associates, Chartered Accountants, Mumbai Chartered Accountants have
confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed
thereunder for appointment as statutory auditors of your Company. Further, as required under
Regulation 33 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, M/s
Mittal & Associates, Chartered Accountants have also confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

In accordance with regulation 36 (5) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the disclosures in respect of appointment / re-appointment
of statutory auditors have been made at Explanatory Statement to item no. 3 of the notice of
AGM.

AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by the statutory auditors in
their audit reports on the financial statements for the year ended 31^st March, 2024.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT,
2013

There was no instance of fraud reported by the auditor in their report under Section 143 (12) of
the Companies Act, 2013.

SECRETARIALAUDIT

The provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Ms. Riddhi Shah a Company Secretary in Practice to undertake the Secretarial Audit
of the Company for the Financial Year 2023-2024.The Secretarial Audit Report (MR-3) is
annexed herewith as Annexure-A.

The observations made by the secretarial auditors in their audit reports on the financial
statements for the year ended 31^st March, 2024 are self-explanatory.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation
of its own performance, the directors individually as well as the evaluation of the working of
its Committees.

POLICY FORMULATED BY NOMINATION AND REMUNERATION COMMITTEE/
CODEOF CONDUCT / INSIDER TRADING

The Board has on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

The Company has adopted the Code of Conduct as required and posted on Company''s web site.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the Company.
The Code requires pre-clearance beyond threshold limit mentioned in the policy for dealing in
the Company''s shares and prohibits the purchase or sale of Company shares by the Directors
and the designated employees while in possession of unpublished price sensitive information

in relation to the Company and during the period when the Trading Window is closed. The
Company Secretary is responsible for implementation of the Code. All Board Directors and the
designated employees have confirmed compliance with the Code.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There was no loan given or guarantee given or investment made or security provided pursuant
to Section 186 of the Companies Act, 2013, during the year under review and hence, the said
provisions are not applicable.

PREFERENTIAL ALLOTMENT (OPTIONALLY CONVERTIBLE DEBENTURES):

The Company at its Board Meeting held on 7^th April, 2022 allotted 5,00,000 (Five Lakhs) 5%
Optionally Convertible Debentures (OCD''s) of ?10/- each for which approval of Shareholders
was taken on 24^th March, 2022 at the Extra-Ordinary General Meeting of the company.

The said OCDs were issued with an option of conversion into Equity shares in the 18^th month
from the date of allotment. All the allottees have consented for redemption of the OCDs on
completion of 2 years from the date of allotment instead of conversion into Equity Shares. The
debentures are now redeemable on 6^th April, 2024.

PARTICULARS OF EMPLOYEES:

Details pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended w.e.f. 30^th June, 2016, are not provided since
there is no employee drawing remuneration more than Rs. 1,02,00,000/- per annum, when
employed throughout the year or Rs. 8,50,000/- per month, when employed for a part of the
year.

RISK MANAGEMENT POLICY

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business
and non-business risk. The Board periodically reviews the risks and suggests steps to be taken
to control and mitigate the same through a properly defined framework.

DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES
UNDERSECTION 67(3) OF COMPANIES ACT, 2013

No employee is holding any shares in the Company and hence, the disclosure required under
Section 67(3)(c) of the Companies Act, 2013, read with Rule 16(4) of Companies (Share Capital
and Debentures) Rules, 2014, in respect of voting rights not exercised directly by them is not
given. Further, the Company, during the financial year, did not advance any money to any
person for subscribing shares of the Company.

DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has not availed any loans from its Directors or from their relatives during the
financial year. Hence, the details required under Clause (viii) of Rule 2 of Companies
(Acceptance of Deposits) Rules, 2014, are not given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGEEARNINGS AND OUTGO

Conservation of Energy: The Company is not utilizing power for any of the activities of the
Company except power used for office purposes. Hence, no energy conservation measures are
required.

Technology Absorption: The Company has not taken any technical know-how from anyone
and hence, there is no question of technology absorption as such necessary information has not
been given.

Foreign Exchange Earnings and Outgo: The Company has neither imported nor exported any
goods or services during the year and hence there is no impact on foreign exchange earnings
or outgo.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

There was contract or arrangement made with related parties as defined under Section 2(76)
read with Section 188 of the Companies Act, 2013 during the year under review. The
transactions with related party entered as mentioned in Notes to Accounts.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with
instance of fraud and mismanagement, if any. Whistle Blower Policy is available on the
Company''s website.

COST RECORDS

The Central Government has not prescribed maintenance of cost records under the provisions
of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014
(hereinafter referred to as ''Rules'') in respect of maintenance and audit of cost records are not
applicable to your Company.

RELATED PARTY TRANSACTIONS

All the related party transactions which were entered by the Company during the financial
year were done on arm''s length basis and were in the ordinary course of business of the
Company. Also there are no materially significant related party transactions made by the
company with Directors, Key Managerial Personnel, Promoter or any other designated persons
which may conflict with the interest of the Company at large.

In accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has formulated the Related Party
Transaction Policy and the same is uploaded on the Company''s website at www.centerac.in

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2024 shall be available on the Company''s
website at www.centerac.in

LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited. Shareholders are requested
to convert their holdings to dematerialized form to derive its benefits by availing the demat
facility provided by NSDL and CDSL.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director under
Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria for Independence as
laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2016.

DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF
THECOMPANIES ACT, 2013, READ WITH RULES 5(1) OF THE COMPANIES
(APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

During the year, there was no employee in receipt of remuneration in excess of limit prescribed
in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached as "Annexure B" and form part of this Report.

INSOLVENCY AND BANKRUPTCY CODE:

No application has ever been filed against the Company under the Insolvency and Bankruptcy
Code, 2016.

ONE TIME SETTLEMENT WITH BANKS:

The Company has not borrowed any monies from banks or financial institutions. Accordingly,
there is no question of any one-time settlement with the banks or financial institutions.

AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, during the financial year, no agreement has been entered or executed by the
shareholders, promoters, promoter group entities, related parties, Directors, key managerial
personnel and employees of the Company or its subsidiaries among themselves or with the
Company or with a third party, solely or jointly, which, either directly or indirectly or
potentially or whose purpose and effect is to, impact the management or control of the
Company or impose any restriction or create any liability upon the Company.

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013:

a) The Company has not issued any bonus shares, sweat equity shares, shares with
differential voting rights and equity shares on rights basis during the year under review.

b) The Company does not accept any deposit from its public.

c) It is not proposed to transfer any amount to reserves.

d) No material changes and commitments which could affect the Company''s financial
position have occurred between the end of the financial year of the Company and date of
this report.

e) There was no change in the nature of business during the year under review.

f) The provisions regarding receipt of remuneration or commission from holding or
subsidiary of the Company are not applicable and hence, the disclosure under Section
197(14) is not required.

g) The Company has not received any complaints during the financial year ended 31st
March, 2024 under Sexual Harassment of Women at Work place (Prevention, Prohibition
and Redressal) Act, 2013 and provisions relating to the constitution of Internal Complaints
Committee under said act are not applicable to the Company.

h) No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company''s operations in future.

i) The criteria prescribed for the applicability of Corporate Social Responsibility under
Section 135 of the Companies Act, 2013 is not applicable to your Company.

j) The Company has complied with the Secretarial Standards issued by The Institute of
Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion and Analysis of financial condition, including the results of
operations of the Company for the year under review as required under Regulation 34(2)(e) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided and
forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company does not fall under purview of Regulations of Corporate Governance pursuant
to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other are
disclosed by the Company voluntarily and the Company is fully compliant with the applicable
provision and the Company is committed to ensure compliance with all modification within
prescribed norms under Companies Act, 2013. Company is committed to maintain the highest
standards of corporate practices, a separate section on Corporate Governance is provided and
forming a part of this Annual Report.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation to the whole hearted help and co¬
operation the Company has received from the business associates, partners, vendors, clients,
government authorities, and bankers of the Company. The relations between the management
and the staff were cordial during the year under review. The Company also wishes to put on
record the appreciation of the work done by the staff. Your Directors appreciate and value the
trust imposed upon them by the members of the Company.

By order of the Board
For CENTERAC TECHNOLOGIES LIMITED

Sd/-

SABEEN MOHAMED IQBAL
WHOLE-TIME DIRECTOR
(DIN - 03557534)

Place: Mumbai
Date: 05/09/2024

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts for the year ended the 31st March 2014.

Financial Results: (in Rs.) Year ended Year ended 31-03-2014 31-03-2013

In Rupees In Rupees

Revenue from Operations 27,349,840 32,156,146

Profit Before Extraordinary Items and Tax 1,276,164 3,013,656

Extraordinary Items Nil Nil

Profit before Tax 1,276,164 3,013,656

Tax Expenses

Current Tax 780,000 1,250,000

Deferred Tax (Net) 28,672 (286,571)

Tax adjustment of Earlier Year Nil 1,708,023

PROFIT/(LOSS) after tax 467,492 342,204

Income, Activities & Operations:

During the year, the Company earned Rs.27,349,840/- as sales income and Rs.32,156,146/- as other income and was able to make a profit of Rs.467,492/- as against the profit of Rs. 3,42,204/- in the previous year and the Company expects good returns in the coming years.

Dividend:

The Directors do not recommend any dividend.

Public Deposits:

The Company has not accepted any Deposit within the meaning of Section 58A of The Companies Act, 1956 and the rules made thereunder during the year.

Directors:

Mr. Shilpa Khandelwal retires by rotation and being eligible, offers himself for re-appointment.

The Company has 2 (Two) Independent Non-Executive Directors on the Board, which constitutes more than 50% of the total strength of the Board of Directors of the Company.

Mr. Mohan Motiram Jayakar and Mr. Khushrow Shavax Patel, are independent directors of the Company, and have held the positions as such for more than five years. It is proposed to appoint them as independent directors under section 140 of the Act, and clause 49 of listing agreement to hold office upto March 31, 2019 , not liable to retire by rotation.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were fairly reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(iii) That the Directors have 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) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a 'going concern' basis.

Particulars of Employees:

The Company has not paid any remuneration attracting the provision of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956, as amended. Hence, there is no requirement to append any information to this report in this regard.

Particulars of Energy Conservation, Technology absorption & Foreign Exchange Earnings and outgo:

Since the Company has ventured into the e-commerce and software development business and there are no manufacturing activities, there are no particulars relating to conservation of energy and technology absorption.

The following foreign exchange earnings and outgo were there during the year:

(A) Earnings in Foreign Currency (on accrual basis)

Year ended March 31, 2014

a Sale of E-business Membership 2,487,233

b Fees from Mobile Applications 320,507

b Fees for preparation of Special Projects 1,914,202

c Service Charges and Maintenance Contracts 181,586

d Sale of E-Business Reports 312,381



Year ended March 31, 2013

a Sale of E-business Membership 2,268,152

b Fees from Mobile Applications 2,099,999

b Fees for preparation of Special Projects 4,124,704

c Service Charges and Maintenance Contracts 364,021

d Sale of E-Business Reports 114,948

(B) CIF Value of Imports and Expenditure in Foreign Currency (on accrual basis)

Year ended March 31, 2014

a) C. I. F. Value of Imports NIL

b) Expenditure in Foreign Currencies (on accrual basis)

Travelling Expenses Nil

Business Promotion Expenses Nil

Hosting Charges 755,610

Membership & Subscription Nil



Year ended March 31, 2013

a) C. I. F. Value of Imports NIL

b) Expenditure in Foreign Currencies (on accrual basis)

Travelling Expenses Nil

Business Promotion Expenses Nil

Hosting Charges 619,496

Nil

Auditors:

M/s Bansi S Mehta & Co, Chartered Accountants, Mumbai, the Auditors of the Company retire at the conclusion of the Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

Auditors' Report:

The Auditors' Report is attached to the Balance Sheet as at 31st March 2014. The comments of the auditors to the accounts referred to in the Auditors' Report are self-explanatory.

Listing:

The Equity Shares of the company are listed on The Stock Exchange, Mumbai, The Stock Exchange, Ahmedabad and The Delhi Stock Exchange Association.

The company's shares are tradable compulsorily in electronic form and the company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd.

The company has also appointed M/s LINK INTIME INDIA PRIVATE LIMITED as its Share Transfer and Depository Registrars. Shareholders are requested to send the matters relating to share transfers and/ or dematerialisation to the Company Registrars. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialisation of the company's shares on either of the Depositories as aforesaid.

Corporate Governance:

In line with the guidelines stipulated by the Securities and Exchange Board of India (SEBI) Committee on Corporate Governance, adequate steps have been taken to ensure that most of the provisions of Clause 49 of the Listing Agreement are duly complied with.

A separate report on corporate governance is included/ attached as part of the Annual Report. The Auditors' Certificate confirming Compliance of Conditions of Corporate Governance is included in the said Corporate Governance Report. The Company is soon to induct more Directors.

Acknowledgement:

The Directors record their thanks to all the shareholders, banks for their co-operation. The Directors also acknowledge the co-operation received from officers and staff of the Company.

For and on behalf of the Board of Directors

Sd/- Mumbai Sanjiv Khandelwal Dated: 30.05.2014 Chairman and Managing Director

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Mar 31, 2011

The Directors have pleasure in presenting the Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended the 31st March 2011.

Financial Results: (in Rs.) Year ended Year ended 31-03-2011 31-03-2010 In Rupees In Rupees

Profit/(Loss) before tax 13,04,280.68 65,895.39

Less :Provision for taxation

Current Tax/Fringe Benefit Tax Nil Nil

Provision for Deferred Tax (Net) 3,94,788.00 5,73,933.00

Add: Excess Provision for Depreciation Written Back Nil 7,51,634.00

Add :Prior Period Adjustments (42,779.50) (2,937.55)

Profit/(Loss) after tax 8,66,713.18 2,40,658.84

Add : Surplus/(Deficit) brought forward (486,86,331.36) (4,89,26,990.20)

Balance carried to Balance Sheet (4,78,19,618.18) (4,86,86,331.36)

Income, Activities & Operations:

During the year, the Company earned Rs.10,71,915.00 as sales income and Rs52,85,888.28 as other income and was able to make a profit of Rs.8,66,713.18.00 as against the profit of Rs.2,40,658.84 in the previous year and the Company expects good returns in the coming years.

Dividend:

The Directors do not recommend any dividend.

Public Deposits:

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

Directors:

During the year under review Mr.Mohan Jayakar appointed as Additional Director of the Company. He holds office as Director only up to the date of the ensuing Annual General Meeting . The Board considers it desirable that the Company should continue to avail itself of his services.

Mr. Shilpa Khandelwal retires by rotation and being eligible, offers herself for re-appointment.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were fairly reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(iii) That the Directors have 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) That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a ''going concern'' basis.

Particulars of Employees:

The Company has not paid any remuneration attracting the provision of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956, as amended. Hence, there is no requirement to append any information to this report in this regard.

Particulars of Energy Conservation, Technology absorption & Foreign Exchange Earnings and outgo:

Since the Company has ventured into the e-commerce and software development business and there are no manufacturing activities, there are no particulars relating to conservation of energy and technology absorption.

The following foreign exchange earnings and outgo were there during the year:

Foreign Exchange earned is Rs.816321 ( Previous year Rs. Nil)

Foreign Exchange used Travelling :Rs. Nil ( Previous Year Rs. 21,309.00)

Business Promotion :Rs. Nil ( Previous Year Rs. 15,678.00)

Hosting Charges : Rs.7,875.00 ( Previous Year Rs.6,055.00) Auditors:

M/s A. J. Mehta & Associates, Chartered Accountants, Mumbai, the Auditors of the Company retire at the conclusion of the Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

Auditors'' Report:

The Auditors'' Report is attached to the Balance Sheet as at 31st March 2011. The comments of the auditors to the accounts referred to in the Auditors'' Report are self-explanatory.

Subsidiary

The Audited Statements of Accounts of the Subsidiary Company and the Auditors'' Report thereon for the Year ended 31st March, 2011 has been attached to the balance sheet along with statement pursuant to Section 212 of the Companies Act, 1956, relating to the said Subsidiary Company. The Company has already initiated the process of merger of its subsidiary with the holding company and the approval of the Honorable High Court is pending for the merger.

Listing:

The Equity Shares of the company are listed on The Stock Exchange, Mumbai, The Stock Exchange, Ahmadabad and The Delhi Stock Exchange Association.

The company''s shares are tradable compulsorily in electronic form and the company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd.

The company has also appointed M/s LINK INTIME INDIA PRIVATE LIMITED as its Share Transfer and Depository Registrars. Shareholders are requested to send the matters relating to share transfers and/ or dematerialisation to the Company Registrars. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialisation of the company''s shares on either of the Depositories as aforesaid.

Corporate Governance:

In line with the guidelines stipulated by the Securities and Exchange Board of India (SEBI) Committee on Corporate Governance, adequate steps have been taken to ensure that most of the provisions of Clause 49 of the Listing Agreement are duly complied with.

A separate report on corporate governance is included/ attached as part of the Annual Report. The Auditors'' Certificate confirming Compliance of Conditions of Corporate Governance is included in the said Corporate Governance Report. The Company is soon to induct more Directors.

Acknowledgement:

The Directors record their thanks to all the banks for their co-operation. The Directors also acknowledge the co-operation received from officers and staff of the Company.

For and on behalf of the Board of Directors

Sd/-

Mumbai Sanjiv Khandelwal

Dated: 3rd December, 2011 Chairman and Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report together with the Audited Statement of Accounts for the year ended the 31st March 2010.

Financial Results: (in Rs.) Year ended Year ended

31-03-2010 31-03-2009

In Rupees In Rupees

Profit/(Loss) before tax 65,895.00 (54,08,958.00)

Less :Provision for taxation

Current Tax/Fringe Benefit Tax Nil Nil

Provision for Deferred Tax (Net) 5,73,933.00 (5,09,277.00)

Add: Excess Provision for Income Tax/ FBT Nil 32,356

written Back

Add: Excess Provision for Depreciation 7,51,634.00 Nil

Written Back

Add :Prior Period Adjustments (2,937.00) (949.00)

Profit/(Loss)after tax 2,40,659.00 (48,68,274.00)

Add : Surplus/(Deficit) brought forward (4,89,26,990.00) (4,40,58,716.00)

Balance carried to Balance Sheet (4,86,86,331.00) (4,89,26,990.00)

Income, Activities & Operations:

During the year, the Company earned Rs.5,00,137.00 as sales income and Rs.28,32,560.00 as other income and was able to make a marginal profit of Rs.2,40,659.00 as against the loss of Rs.48.68.274.00 in the previous year and the Company expects good returns in the coming years.

Dividend:

The Directors do not recommend any dividend.

Public Deposits:

The Company has not accepted any Deposit within the meaning of Section 58A of The Companies Act, 1956 and the rules made thereunder during the year.

Directors:

Mr. Khushrow Shiavax Patel retires by rotation and being eligible, offers hemself for re-appointment.

Directors Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were fairly reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(iii) That the Directors have 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) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

Particulars of Employees:

The Company has not paid any remuneration attracting the provision of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956, as amended. Hence, there is no requirement to append any information to this report in this regard.

Particulars of Energy Conservation, Technology absorption & Foreign Exchange Earnings and outgo:

Since the Company has ventured into the e-commerce and software development business and there are no manufacturing activities, there are no particulars relating to conservation of energy and technology absorption.

The following foreign exchange earnings and outgo were there during the year:

Foreign Exchange earned Nil ( Previous year Rs. 29,562.00)

Foreign Exchange used

Travelling : Rs.31,309.00 ( Previous Year Rs. Nil)

Business Promotion :Rs.15678.00 ( Previous Year Rs. Nil) Hosting Charges : 6055.00 ( Previous Year Rs. Nil)

Auditors:

M/s A. J. Mehta & Associates, Chartered Accountants, Mumbai, the Auditors of the Company retire at the conclusion of the Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

Auditors Report:

The Auditors Report is attached to the Balance Sheet as at 31st March 2010. The comments of the auditors to the accounts referred to in the Auditors Report are self-explanatory.

Subsidiary

The Audited Statements of Accounts of the Subsidiary Company and the Auditors Report thereon for the Year ended 31st March, 2010 has been attached to the balance sheet along with statement pursuant to Section 212 of the Companies Act, 1956, relating to the said Subsidiary Company.

Listing:

The Equity Shares of the company are listed on The Stock Exchange, Mumbai, The Stock Exchange, Ahmedabad and The Delhi Stock Exchange Association.

The companys shares are tradable compulsorily in electronic form and the company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd.

The company has also appointed M/s LINK INTIME INDIA PRIVATE LIMITED as its Share Transfer and Depository Registrars. Shareholders are requested to send the matters relating to share transfers and/ or dematerialisation to the Company Registrars. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialisation of the companys shares on either of the Depositories as aforesaid.

Corporate Governance:

In line with the guidelines stipulated by the Securities and Exchange Board of India (SEBI) Committee on Corporate Governance, adequate steps have been taken to ensure that most of the provisions of Clause 49 of the Listing Agreement are duly complied with.

A separate report on corporate governance is included/ attached as part of the Annual Report. The Auditors Certificate confirming Compliance of Conditions of Corporate Governance is included in the said Corporate Governance Report. The Company is soon to induct more Directors.

Acknowledgement:

The Directors record their thanks to all the banks for their co-operation. The Directors also acknowledge the co-operation received from officers and staff of the Company.

For and on behalf of the Board of Directors

Sd/-

Mumbai Sanjiv Khandelwal

Dated: 13th May, 2010 Chairman and Managing Director