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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of LCC Infotech Ltd.

Mar 31, 2024

Your Directors present the 38^th Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2024

1. FINANCIAL RESULTS:

The performance of your Company for the financial year ended March 31, 2024, is summarized below:

(Rs. in lakhs)
Particulars	Stanc	alone	Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Profit/(Loss) before depreciation and Tax Expenses (A)	(54.68)	(64.08)	(54.90)	(64.29)
Less- Depreciation and amortization Expenses (B)	(4.32)	(4.98)	(4.32)	(4.98)
Profit/(Loss) before Tax (A-B)	(59.00)	(69.06)	(59.22)	(69.27)
Less-Tax Expenses for the year (C)
Less- Deferred tax expenses for the year (D)
Profit/(Loss) after Taxation (A-B)-(C)-(D) (I)	(59.00)	(69.06)	(59.22)	(69.27)
Less-Transfer to reserve (E)
Add-Amount Brought Forward (II)	(1002.2)	(933.14)	(1038.77)	(969.50)
Total (I-II)	(1061.2)	(1002.2)	(1097.99)	(1038.77)
Less- Deferred Tax (F)
Balance carried forward to Balance Sheet (I-II)-(F)	(1061.2)	(1002.2)	(1097.99)	(1038.77)

2. DIVIDEND:

Considering the financial position and the challenges faced by the Company, your Directors have not recommended any dividend for the year under review.

3. SHARE CAPITAL

There was no change in the capital structure of the Company. The paid-up Equity Share Capital was Rs.2,531.87 lakh at the end of financial year 2023-24. The Company has not issued fresh shares or any convertible instruments during the year under review.

4. BRIEF DESCRIPTION OF THE STATE OF COMPANY''S AFFAIRS:

LCC is engaged in building skilled human capital and in enhancing workforce talent across the country. When it comes to Skills and Careers, the IT markets continue to offer significant growth opportunities for LCC. With our new products, business models, and the strengthened leadership team, LCC is well positioned to draw graduates seeking to improve their employability for jobs in these industries. LCC will continue to increase its focus on Deep Skilling as compared to entry level skills. With computers and IT all around us, the need to skilled computer hardware and networking professionals has been ever growing. LCC offers just the right set of programs for students at any stage. LCC will continue to persevere and deliver on promises made to shareowners as well as external and internal customers.

5. MANAGEMENT DISCUSSION AND ANALYSIS

A separate section on the âManagement Discussion and Analysisâ is attached herewith, and form part of the Annual Report 2024.

6. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company as none of the criteria as described under the said section were met during the last financial year.

7. BUSINESS RISK MANAGEMENT

Your Company has adequate risk management procedures, which are based upon business environment, operational controls and compliance procedures. The major risks are assessed through a systemic procedure of risk identification and classification. Risks are prioritized according to significance and likelihood. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the Company during the year under review.

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism policy for directors and employee to report instances and concerns about unethical behavior, actual or suspected fraud or violation of the Company Code of Conduct. The vigil mechanism is available on your company website viz. www.lccinfotech.in. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company''s Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee''s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation.

This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

No individual in the Company has been denied access to the Audit Committee or its Chairman.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant material orders passed by any regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

11. SUBSIDIARY COMPANY

Your company has only one Indian subsidiary named eLCC Info.Com Limited. The Company is holding 99.98% control over the subsidiary company. The subsidiary company does not have any operation during the year under review. Pursuant to first provisions of section 129 (3) read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries is enclosed herewith as âAnnexure- IIIâ.

Further, no companies ceased to be a subsidiary or joint venture of the Company during the year under review.

12. DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES

The Board of Directors comprises of six directors as on March 31, 2024 out of which three are non-executive independent directors and the rest three are executive Directors out of which one is executive woman director.

The composition of the board is as follows:

Name	DIN	Category
Mrs. Kirti Lakhotia	00057357	Managing Director Liable to retire by rotation
Mr. Sidharth Lakhotia	00057511	Wholetime Director and CEO Liable to retire by rotation
Mr. Pratik Lakhotia	00057015	Wholetime Director and CFO Liable to retire by rotation
Mr. Kamaljit Singh	00552381	Independent Director (Non-Executive) Not liable to retire by rotation
Mr. Rajat Sharma*	01576565	Independent Director (Non-Executive) Not liable to retire by rotation
Mr. Mayur P Shah*	01849708	Independent Director (Non-Executive) Not liable to retire by rotation

*The tenure of Mr. Rajat Sharma and Mr. Mayur P Shah expired on August 13 and 20^th August 2024, hence they have tendered their resignation from the Board of Directors.

In the opinion of the Board, the independent directors on the Board of the Company are persons with integrity, expertise and experience relevant to the operation of the Company and that they all have qualified in the online proficiency selfassessment test conducted by the prescribed institute.

Mr. Sidharth Lakhotia (DIN: 00057511), who retires by rotation, and being eligible, offers himself for re-appointment. The resolution seeking approval of members for re-appointment of Mr.Sidharth Lakhotia (DIN: 00057511) has been included in the Notice of 38th Annual General Meeting.

During the year, the non-executive independent directors of the Company had no pecuniary relationship or transactions with the Company.

The criteria for selection of Directors and remuneration policy are disclosed in the Corporate Governance section which forms part of this Annual Report.

The details of programs or familiarization training of Independent Directors with the Company, their roles, right & responsibility, nature of the Industry in which Company operates and related matters are available on the Company''s website www.lccinfotech.in

Key Managerial Personnel

The Company has the following Key Managerial Personnel (KMPs) in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Mrs. Kirti Lakhotia, Managing Director

b) Mr. Sidharth Lakhotia WTD & CEO

c) Mr. Pratik Lakhotia, Director & Chief Financial Officer (CFO)

d) Mr. Smriti Suhasaria, Company Secretary

There was no change in the KMPs during the year under review.

13. MEETING

The Board of Directors of your Company met 7 (Seven) times during the year to deliberate the various matters. The meetings were held on 29/05/2023, 14/08/2023, 09/11/2023, 22/12/2023, 13/02/2024, 20/02/2024 and 29/03/2024. Details of the attendance at the meeting of Board of Directors are provided in the Corporate Governance Report forming

part of this Report. The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013.

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System, Commensurate with the size of its operation. Internal Control System comprising of Policies and procedure are designed to ensure sound management of your company''s operation safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance.

15. BOARD EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the Annual Performance Evaluation for itself, the Directors individually (including the Chairman of the Board), as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders'' Relationship Committee. A structured evaluation form was administered after taking into consideration the inputs received from the Directors, covering various aspects of the Board''s functioning, such as the adequacy of the composition of the Board and its Committees, its effectiveness, ethics and compliances, the evaluation of the Company''s performance, and internal control and audits. A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as the level of engagement and contribution, effective participation in Board/Committee Meetings, independence of judgment, safeguarding the interest of the Company and its minority shareholders, providing expert advice to the Board, the Board Skills matrix, and contributing in deliberations while approving related party transactions.

16. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & 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 forming a part of this Annual Report.

17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report are given below:

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

18. AUDIT COMMITTEE

The committee comprise of Three directors all being independent Directors. As on March 31, 2024, the details are as

under:

i. Mr. Kamaljit Singh

ii. Rajat Sharma

iii. Mayur P Shah

- Chairman - Non Executive and Independent director

- Member - Non Executive and Independent director

Details of dates of meetings of Audit Committee and attendance thereat are provided in the Corporate Governance Report forming part of this Report. The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

19. NOMINATION AND REMUNERATION COMMITTEE

The committee consists of three directors all being independent directors. As on March 31, 2023, the details are as under:

ii.	Mr. Kamaljit Singh Rajat Sharma	- Chairman - Non Executive and Independent director - Member - Non Executive and Independent director
iii.	Mayur P Shah	- Member - Non Executive and Independent director

Details of the dates of meetings of Nomination and Remuneration Committee and attendance thereat, are provided in the Corporate Governance Report forming part of this Report. The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

20. INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, all the 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(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have registered their name in the Independent Directors data bank and complied with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors have assessed the veracity of the disclosures and confirmations made by the Independent Directors of the Company made under Regulation 25(8) of the Listing Regulations

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Directors of your Company hereby state and confirm:

a) in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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 Annual Accounts of your Company have been prepared on a going concern basis;

e) your Company has laid down internal financial controls and that such internal financial controls are adequate and were operating effectively

f) your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

22. RELATED PARTY TRANSACTIONS

During the financial year, your Company entered into related party transactions, which were on an arm''s length basis and in the ordinary course of business. There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 23 of the SEBI Listing Regulation. All related party transactions were entered into in accordance with the approval of the shareholders vide resolution dated September 29, 2022 and were approved by the Audit Committee of your

Company on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been hosted on website of company viz. www.lccinfotech.in The details of transaction annexed as Annexure IV.

23. SECRETARIAL STANDARDS

The Directors state that the applicable mandatory Secretarial Standards, i.e., SS - 1: Secretarial Standard on Meetings of the Board of Directors and SS - 2: Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, have been duly followed by the Company.

24. STATUTORY AUDITORS

The Company''s Statutory Auditors M/s. Nitin Gami & Associates, has resigned from the office of Statutory Auditors of the Company on May 27, 2024 resulting into a casual vacancy in the office of Auditors.

Thereafter, M/s. Budhia & Company (Firm Registration Number: 320163E) was appointed as the Statutory Auditors of the Company to fill such casual vacancy on June 28, 2024, who will hold the office till the conclusion of ensuing Annual General Meeting.

M/s. Budhia & Company, Chartered Accountants, are eligible to be re-appointed for a term of 5 (five) years, in terms of provisions of Sections 139 and 141 of the Act, read with the Rules made thereunder.

Accordingly, the Board of Directors of the Company at their meeting held on June 28, 2024 based on the recommendation of the Audit Committee and subject to the approval of the shareholders of the Company at the ensuing AGM, recommended appointment of M/s. Budhia & Company, Chartered Accountants, (Firm Registration No. 320163E), shall be appointed as the Statutory Auditors, for a period of 5 (five) years i.e. from the conclusion of the ensuing 38th Annual General Meeting till the conclusion of 43^rd Annual General Meeting.

The Company has received a certificate from the above Auditors to the effect that their appointment is in accordance with the provisions of the Companies Act, 2013.

The Auditors'' Report is self-explanatory and therefore, do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

25. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Md. Shahnawaz proprietor of M Shahnawaz & Associates a peer review firm, (CP No. 15076), Kolkata, as Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the financial Year 2023-24. The Secretarial Audit Report is annexed herewith as âAnnexure -Iâ. The Secretarial Audit Auditor report does not contain any observation.

26. INTERNAL AUDITORS

Mr. Sunil Beriwal (Membership No. 055302) Chartered Accountant, appointed as Internal Auditor to perform the duties of internal auditors of the Company and their internal audit report is reviewed by the Audit Committee from time to time.

27. MAINTENANCE OF COST RECORDS AND COST AUDIT

The Company being an IT & Software training company, the requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

28. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016

29. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION:

There was no settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

30. CORPORATE GOVERNANCE

Your company is committed to maintain good corporate governance practices and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance as Annexure -VI.

31. POLICIES / CODES

In compliance with the applicable provisions of the relevant Act and Listing Regulations, the Company has the following policies:

(i) Material Subsidiary Policy

(ii) Criteria-for-making-payments-to-non-executive-directors

(iii) Dividend Distribution Policy

(iv) Terms And Conditions Of Appointment Of Independent Directors

(v) Policy On Preservation Of Document

(vi) Familiarization Program For Independent Directors

(vii) Risk Management Plan

(viii) Code of conduct for Director

(ix) Policy on Related Party Transaction

(x) Nomination and Remuneration Policy

(xi) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

(xii) Vigil Mechanism Policy

(xiii) Archival Policy

(xiv) Policy on Insider Trading

32. EXTRACT OF ANNUAL RETURN

In terms of the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return MGT-7 of your Company for the financial year ended 31st March, 2024 is available of website of company i.e. www.lccinfotech.in

33. LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any guarantee for loans taken by others from bank or financial institutions. The loans and advances made by the Company are detailed in Note of the Annual financial statements. Further loan provided by the company and investment made by the company has been written off during the year and same has been disclosed in the notes to account of the company.

34. PUBLIC DEPOSITS

In terms of the provisions of Section 73 to 76 of the Act read with the relevant rules made thereunder, your Company has not accepted any deposit from the public during the year under review, and as such, no amount on account of principal or interest on public deposits were outstanding as on the date of the balance sheet.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operation of the Company does not involve any activity relating to conservation of energy and technology absorption and also there were no foreign exchange earnings or outgo. Thus, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to the Company during the year under review.

36. DISCLOSURE ON MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

The particulars of Managerial remuneration as stated in section 197 of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 is annexed herewith is forming part of the Board''s Report as Annexure V.

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of section 197 of the Companies Act, 2013 read with rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, as amended.

37. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement pursuant to section 129(3) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, prepared in accordance with the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India, is attached herewith and forms part of the Annual Report.

38. OTHER DISCLOSURES

> Your Company has not issued any shares with differential voting.

> Your Company has not issued any sweat equity shares.

> During the financial year ended March 31, 2024, no amount was transferred to the general reserve.

> The Company''s Insider Trading Policy provides the framework for in dealing with securities of the Company by the insider.

39. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

There was no compliant pending at the beginning of the FY2024. No complaints have been received by the Committee during the FY2024.

40. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company spends large efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources.

41. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the application provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years, also to be transferred to the demat account of the IEPF Authority.

The Company has no unclaimed and unpaid dividend thus there is no corresponding shares due for transfer as per the as per the requirement of the IEPF rules.

42. MEETING OF THE INDEPENDENT DIRECTORS

During FY2023-24, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on 29/03/2024. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

43. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

44. ACKNOWLEDGEMENT

Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates Central and State Governments for their co-operation and support and look forward to their continued support in future. We thank our employees for their contribution to your Company''s performance. We applaud them for their superior competence, dedication and commitment.

Mar 31, 2023

Your Directors present the 37^th Annual Report together with the Audited Accounts of your Company for the year ended 31 st March, 2023.

1. FINANCIAL RESULTS:

The performance of your Company for the financial year ended March 31,2023, is summarized below:

Particulars Standalone Consolidated

2022-23 2021-22 2022-23 2021-22

Profit/(Loss) before depreciation and Tax Expenses (A) (64.08) (73.61) (64.29) (73.72)

Less- Depreciation and amortization Expenses (B) (4.98) (4.98) (4.98) (4.98)

Profit/(Loss) before Tax (A-B) (69.06) (78.59) (69.27) (78.7)

Less-Tax Expenses for the year (C)

Less- Deferred tax expenses for the year (D)

Profit/(Loss) after Taxation (A-B)-(C)-(D) (I) (69.06) (78.59) (69.27) (78.7)

Less-Transfer to reserve (E)

Add-Amount Brought Forward (II) (864.08) (785.49) (900.23) (821.53)

Total (I-II) (933.14) (864.08) (969.50) (900.23)

Less- Deferred Tax (F)

Balance carried forward to Balance Sheet (I-II)-(F) (933.14) (864.08) (969.50) (900.23)

2. DIVIDEND:

Considering the financial position and the challenges faced by the Company, your Directors have not recommended any dividend for the year under review.

3. SHARE CAPITAL

There was no change in the capital structure of the Company. The paid-up Equity Share Capital was Rs.2,531.87 lakh at the end of financial year 2022-23. The Company has not issued fresh shares or any convertible instruments during the year under review.

4. BRIEF DESCRIPTION OF THE STATE OF COMPANYâS AFFAIRS:

5. MANAGEMENT DISCUSSION AND ANALYSIS

A separate section on the âManagement Discussion and Analysisâ is attached herewith, and form part of the Annual Report 2023.

6. CORPORATE SOCIAL RESPONSIBILITY

7. BUSINESS RISK MANAGEMENT

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the Company during the year under review.

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism policy for directors and employee to report instances and concerns about unethical behavior, actual or suspected fraud or violation of the Company Code of Conduct. The vigil mechanism is available on your company website viz. www.lccinfotech.in. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Companyâs Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employeeâs reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation.

This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

No individual in the Company has been denied access to the Audit Committee or its Chairman.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant material orders passed by any regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

11. SUBSIDIARY COMPANY

Further, no companies ceased to be a subsidiary or joint venture of the Company during the year under review.

12. DIRECTORS, KEY MANAGERIALPERSONNELAND COMMITTEES

The Board of Directors comprises of six directors as on March 31, 2023. Three of them are non-executive independent directors and one is executive woman Director.

The composition of the board is as follows:

Name DIN Category

Mrs. Kirti Lakhotia 00057357 Managing Director Liable to retire by rotation Mr. Sidharth Lakhotia 00057511 Wholetime Director and CEOLiable to retire by rotation Mr. Pratik Lakhotia 00057015 Wholetime Director and CFOLiable to retire by rotation Mr. Kamaljit Singh 00552381 Independent Director (Non-Executive) Not liable to retire by rotation

Mr. Raj at Sharma 01576565 Independent Director (Non-Executive) Not liable to retire by rotation

Mr. Mayur P Shah 01849708 Independent Director (Non-Executive) Not liable to retire by rotation

In the opinion of the Board, the independent directors on the Board of the Company are persons with

integrity, expertise and experience relevant to the operation of the Company and that they all have qualified in the online proficiency self-assessment test conducted by the prescribed institute.

Mrs. Kirti Lakhotia (DIN: 00057357), who retires by rotation, and being eligible, offers herself for reappointment. The resolution seeking approval of members for re-appointment of Mrs. Kirti Lakhotia (DIN: 00057357) has been included in the Notice of 37th Annual General Meeting.

Mrs. Kirti Lakhotia (DIN: 00057357) was appointed as a Managing Director of the Company for a period of 3 years w.e.f. 7^th June 2023. As the existing tenure of Mrs. Kirti Lakhotia (DIN: 00057357) as Managing Director of the Company expired on 7^th June 2023, the Board of Directors of the Company, keeping in view his performance, vast expertise and knowledge, and to create enduring guidance, considers that the reappointment of Mrs. Lakhotia is in the interest of the Company and it is desirable to continue his services as a Managing Director. Accordingly, the Board of Directors, based on the recommendation of Audit Committee and Nomination and Remuneration Committee, has approved re-appointment of Mrs. Kirti Lakhotia as Managing Director for a further period of 3 years w.e.f. June,7^th 2023 till June 6^th 2026. A Special Resolution seeking reappointment of Mrs. Kirti Lakhotia as a Managing Director of the Company has been included in the Notice of 37th Annual General Meeting. The Board recommends the re-appointment and payment of remuneration to Mrs. Kirti Lakhotia for approval by the shareholders as Special Resolution.

Mr. Sidharth Lakhotia (DIN: 00057511) was appointed as a WTD and CEO of the Company for a period of 3 years w.e.f. 7^th June 2023. As the existing tenure of Sidharth Lakhotia (DIN: 00057511) as WTD and CEO of the Company expired on 7^th June 2023, the Board of Directors of the Company, keeping in view his performance, vast expertise and knowledge, and to create enduring guidance, considers that the reappointment of Mr.. Lakhotia is in the interest of the Company and it is desirable to continue his services as a WTD and CEO. Accordingly, the Board of Directors, based on the recommendation of Audit Committee and Nomination and Remuneration Committee, has approved re-appointment of Mr. Sidharth Lakhotia as WTD and CEO for a further period of 3 years w.e.f. June,7^th 2023 till June 6^th 2026. A Special Resolution seeking reappointment of Mr. Sidharth Lakhotia as a WTD and CEO of the Company has been included in the Notice of 37th Annual General Meeting. The Board recommends the re-appointment and payment of remuneration to Mr. Sidharth Lakhotia for approval by the shareholders as Special Resolution.

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the reappointments of Mrs. Kirti Lakhotia as a Managing Director and Mr. Sidharth Lakhotia as WTD & CEO were approved by the Board at its meeting held on May 29, 2023.

During the year, the non-executive independent directors of the Company had no pecuniary relationship or transactions with the Company.

The criteria for selection of Directors and remuneration policy are disclosed in the Corporate Governance section which forms part of this Annual Report.

The Company has the following Key Managerial Personnel (KMPs) in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Mrs. Kirti Lakhotia, Managing Director

b) Mr. Sidharth Lakhotia WTD & CEO

c) Mr. Pratik L akhotia, Director & Chief F inancial Officer (CFO)

d) Mr. Smriti Suhasaria, Company Secretary

There was no change in the KMPs during the year under review.

13. MEETING

The Board of Directors of your Company met 5 (Five) times during the year to deliberate the various matters. The meetings were held on 27/05/2022, 12/08/2022, 14/11/2022, 14/02/2023 and 31/03/2023. Details of the attendance at the meeting of Board of Directors are provided in the Corporate Governance Report forming part of this Report. The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013.

14. INTERNAL CONTROL SYSTEM AND THEIRADEQUACY

The Company has an Internal Control System, Commensurate with the size of its operation. Internal Control System comprising of Policies and procedure are designed to ensure sound management of your companyâs operation safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance.

15. BOARD EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the Annual Performance Evaluation for itself, the Directors individually (including the Chairman of the Board), as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholdersâ Relationship Committee. A structured evaluation form was administered after taking into consideration the inputs received from the Directors, covering various aspects of the Boardâs functioning, such as the adequacy of the composition of the Board and its Committees, its effectiveness, ethics and compliances, the evaluation of the Companyâs performance, and internal control and audits. A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as the level of engagement and contribution, effective participation in Board/Committee Meetings, independence of judgment, safeguarding the interest of the Company and its minority shareholders, providing expert advice to the Board, the Board Skills matrix, and contributing in deliberations while approving related party transactions.

16. REMUNERATION POLICY

17. MATERIAL CHANGES AND COMMITMENT IFANYAFFECTING THE FINANOALPOSnTON OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report are given below:

18. AUDIT COMMITTEE

The committee comprise of Three directors all being independent Directors. As on March 31, 2023, the details are as under:

i. Mr. Kamaljit Singh - Chairman - Non Executive and Independent director

ii. Rajat Sharma - Member - Non Executive and Independent director

iii. Mayur P Shah - Member - Non Executive and Independent director

19. NOMINATIONAND REMUNERATION COMMITTEE

The committee consists of three directors all being independent directors. As on March 31, 2023, the details are as under:

i. Mr. Kamaljit Singh - Chairman - Non Executive and Independent director

ii. Rajat Sharma - Member - Non Executive and Independent director

iii. Mayur P Shah - Member - Non Executive and Independent director

20. INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, all the 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(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have registered their name in the Independent Directors data bank and complied with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

21. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Directors of your Company hereby state and confirm:

a) in the preparation of the annual financial statements for the year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit of the Company for the year ended on that date;

d) the Annual Accounts of your Company have been prepared on a going concern basis;

e) your Company has laid down internal financial controls and that such internal financial controls are adequate and were operating effectively

f) your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

22. RELATED PARTY TRANSACTIONS

During the financial year, your Company entered into related party transactions, which were on an armâs length basis and in the ordinary course of business. There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 23 of the SEBI Listing Regulation. All related party transactions were entered into in accordance with the approval of the shareholders vide resolution dated September 29, 2022 and were approved by the Audit Committee of your Company on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been hosted on website of company viz. www.lccinfotech.in The details of transaction annexed as Annexure IV.

23. SECRETARIAL STANDARDS

24. STATUTORY AUDITORS

M/s. Nitin Gami & Associates, Chartered Accountants (Firm Registration No. 332567E), were appointed as a Statutory Auditors of the Company at the Annual General Meeting of the Company held on September 29^th2022, for a term of 5 consecutive year.

The Company has received a certificate from the above Auditors to the effect that their appointment is in accordance with the provisions of the Companies Act, 2013.

The Auditorsâ Report is self-explanatory and therefore, do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

25. SECRETARIALAUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Md. Shahnawaz proprietor of M Shahnawaz & Associates a peer review firm, (CP No. 15076), Kolkata, as Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the financial Year 2022-23. The Secretarial Audit Report is annexed herewith as âAnnexure -Iâ. The Secretarial Audit Auditor report does not contain any observation.

26. INTERNALAUDITORS

MR. Sunil Beriwal (Membership No. 055302) Chartered Accountant, appointed as Internal Auditor to perform the duties of internal auditors of the Company and their internal audit report is reviewed by the Audit Committee from time to time.

27. MAINTENANCE OF COST RECORDS AND COST AUDIT

28. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016

29. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION:

30. CORPORATE GOVERNANCE

31. POLICIES / CODES

In compliance with the applicable provisions of the relevant Act and Listing Regulations, the Company has the following policies:

(i) Material Subsidiary Policy

(ii) Criteria-for-making-payments-to-non-executive-directors

(iii) Dividend Distribution Policy

(iv) Terms And Conditions Of Appointment Of Independent Directors

(v) Policy On Preservation Of Document

(vi) Familiarization Program For Independent Directors

(vii) Risk Management Plan

(viii) Code of conduct for Director

(ix) Policy on Related Party Transaction

(x) Nomination and Remuneration Policy

(xi) Code of Practices and Procedures for F air Disclosure of Unpublished Price Sensitive Information

(xii) Vigil Mechanism Policy

(xiii) Archival Policy

(xiv) Policy on Insider Trading

32. EXTRACT OF ANNUAL RETURN

In terms of the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return MGT-7 of your Company for the financial year ended 31st March, 2023 is available of website of company i.e. www. lccinfotech.in

33. LOANS, GUARANTEES AND INVESTMENTS

34. PUBLIC DEPOSITS

amount on account of principal or interest on public deposits were outstanding as on the date of the balance sheet.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

36. DISCLOSURE ON MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

37. CONSOLIDATED FINANCIAL STATEMENTS

38. OTHER DISCLOSURES

~ Your Company has not issued any shares with differential voting.

~ Your Company has not issued any sweat equity shares.

~ During the financial year ended March 31, 2023, no amount was transferred to the general reserve. ~ The Companyâs Insider Trading Policy provides the framework for in dealing with securities of the Company by the insider.

39. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESS) ACT, 2013

There was no compliant pending at the beginning of the FY2023. No complaints have been received by the Committee during the FY2023.

40. HUMAN RESOURCES

41. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the application provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, T ransfer and Refund) Rules, 2016 (âthe IEPF Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years, also to be transferred to the demat account of the IEPF Authority.

The Company has no unclaimed and unpaid dividend thus there is no corresponding shares due for transfer as per the as per the requirement of the IEPF rules.

42. ACKNOWLEDGEMENT

Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates Central and State Governments for their co-operation and support and look forward to their continued support in future. We thank our employees for their contribution to your Companyâs performance. We applaud them for their superior competence, dedication and commitment.

For and on behalf of board

Place: Kolkata s/d s/d

Date: 29th May, 2023 Kirti Lakhotia Sidharth Lakhotia

Managing Director WTD & CEO

DIN 00057357 DIN00057511

Mar 31, 2015

Dear Members,

The Board of directors is pleased to present 29th Annual Report of the Company and Audited Financial Result for the Financial Year ended on 31st March 2015 along with Management Discussion & Analysis Report in terms of Clause-49 of the Listing Agreement with Stock Exchanges.

1. Financial Results:

The performance of your Company for the financial year ended March 31, 2015 is summarized below: Amount in Lakhs(Rs)

2014-15 2013-14

Profit/(Loss) before depreciation (0.21) (2.66) and Tax Expenses (A)

Less- Depreciation and amortization 11.72 11.83 Expenses (B)

Profit/(Loss) before Tax (A-B) (11.93) (14.49)

Less-Tax Expenses for the year (C) --- ---

Less- Deferred tax expenses for the year (D) --- ---

Profit/(Loss) after Taxation (A-B)-(C)-(D) (I) (11.93) (14.49)

Less-Transfer to reserve (E) --- ---

Add-Amount Brought Forward (II) (595.74) (581.25)

Total (I-II) (607.67) (595.74)

Less- Deferred Tax (F) --- ---

Balance carried forward to Balance Sheet (607.67) (595.74) (I-II)-(F)

2. Dividend:

Board of Directors of your company expresses their inability to declare dividend for the current financial year as company has incurred net loss of Rs. (11.93) Lakhs due to high competition in IT & software training market. However your company is actively working on this segment that seems to have tremendous growth prospects and profitability in the coming years.

3. Share Capital:

The paid up Equity Share Capital was Rs.2531.87 lakh at the end of financial year on 31.03.2015. The company has not issued fresh shares or any convertible instruments during the year under review.

4. Economic Scenario and Outlook:

With India moving towards becoming a super power in the years to come, one of the key contributors to this growth will be a large pool of skilled and talented individuals. As seen recently that a large part of this pool is coming from smaller towns and cities across the country and this is a strong area of operation for your company. The job market is slow in the bigger cities however the smaller businesses in the semi urban part of the country are still working on automating their business processes and increasing efficiency. Your company is actively working on this segment that seems to have tremendous growth prospects in the coming years.

5. Management Discussion and Analysis:

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report

6. Corporate Social Responsibility:

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company however the Company has been pursuing it as part of its corporate philosophy. As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education and skill training. These projects are in accordance with item no. (II) and (X) of Schedule VII of the Companies Act, 2013. Your Company has been Providing quality Education and skill training to the students during the year. During the year company has introduced scholarship scheme in the name of UDDAN with aided education initiatives like smart classes and interactive kiosks at rural areas to keep in pace with modern methods of learning. Further Specific support was provided to revive education for SC/ST/OBC/BPL category students under the Public Private Partnership Schemes with Ministry of Labour and Employment. Skill development training programmes have been imparted to unemployed youth in partnership with various Govt. Department which helped approx 1000 youth to get job placements in various industry.

7. Business Risk Management:

In accordance with clause 49 of the listing agreement in respect to the risk assessment and minimization Procedures, the Board formally adopted steps for monitoring the risk management plan for the company. Now the Company has a healthy Business Risk Management structure to identify, evaluate business risks and opportunities. This structure seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The structure has different risk models which help in identifying risks trend, associated with the business.

8. Change in the nature of business, if any:

There is no change in the nature of the business of the Company

9. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the company's operations in future:

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

10. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2015 and the date of this Report of the Directors.

11. Internal Control System and their Adequacy:

The Company has an Internal Control System, Commensurate with the size, scale of business to safeguard and protect the company from unauthorized use and disposition of its assets. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal audit and internal control procedures adopted in LCC are adequate and commensurate with the size and the complexity of the business. All major expenses are controlled and businesses are monitored so that the actual spending is in accordance with the budget. A well-defined organizational structure, strong internal controls, defined authority matrix and documented policy guidelines ensure compliance with internal policies and applicable laws and regulations, efficiency of operations and protection of resources.

12. Vigil Mechanism / Whistle Blower Policy:

A vigil mechanism policy has been adopted by the company to ensure the privacy while dealing with concerns and also to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Company

13. Subsidiary Company:

Your company has only one Indian subsidiary named eLCC Info-Com Limited. Your parent company is holding 99.98% control over the subsidiary company. Your company is engaged in the business of computer training, computer education, training in English etc. Pursuant to first provisions of section 129 (3) read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures is enclosed herein report as "Annexure- III"

14. Directors, Key Managerial Personnel and Committees:

The Members of the Company at its 28th meeting held on 24th September 2014 has appointed its existing Independent directors viz. Mr. Kamaljit Singh (DIN-00552381), Mr. Praveen Jain (00714340) and Mr. G.K.Gupta (0075668) as Independent Directors for consecutive period of 5 years w.e.f. from April 24, 2014 under the Companies Act, 2013. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Sidharth Lakhotia (DIN-00057511) retires by rotation and being eligible offers himself for re- appointment under section 152(6) of Companies Act 2013.

Key Managerial Personnel

The following three persons were formally appointed as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Mrs. Kirti Lakhotia, Managing Director

b) Sidharth Lakhotia Director & CEO

c) Mr. Pratik Lakhotia, Chief Financial Officer (CFO)

d) Mr. P. N. Rouchoudhury, Company Secretary

14.1 Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

14.2 Remuneration Policy:

The Board has, on the recommendation of the Nomination & 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.

14.3 Meeting:

During the year 5 board meetings as well 4 audit committee meetings were held ,the details of which are duly given in the Corporate Governance Report. The Minimum gap between two board meetings was within the period provided in Companies Act 2013 and in accordance with listing agreement.

14.4. Audit Committee:

The committee consists of three directors all being independent directors. The details are as under:

i) Mr. G.K.Gupta - Chairman - Non Executive and Independent director

ii) Mr.Kamaljit Singh - Member - Non Executive and Independent director

iii) Mr. Praveen jain - Member - Non Executive and Independent director

14.5 Nomination and Remuneration Committee:

The committee consists of three directors all being independent directors. The details are as under:

i) Mr. G.K.Gupta - Chairman - Non Executive and Independent director

ii) Mr. Kamaljit Singh- Member - Non Executive and Independent director

iii) Mr. Praveen jain - Member - Non Executive and Independent director

15. Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. Related Party Transactions:

All related party transactions entered into during the financial year were on an arm's length basis and in the ordinary course of the business of the Company. All related party transactions are placed before the Audit Committee of the Board of Directors for its approval. Prior omnibus approval of the Audit Committee of the Board of Directors is obtained for the transactions. The policy on Related Party Transactions as approved by the Board has been hosted on website of company. The details of transaction annexed in Annexure IV.

17. Auditors:

17.1 Statutory Auditors:

Pursuant to the provisions of Section 139 (2) and 142(1) of the Companies Act, 2013 and the rule made there under and pursuant to the recommendation of Audit Committee "M/s Budhiya & Co (Firm registration No : 320163E ), Chartered Accountants, has been appointed as statutory Auditor of the company to hold office from conclusion of this Annual General Meeting till conclusion of next Annual General Meeting at such remuneration as may be determined by the Board of Directors of the Company.

17.2 Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Riddhi Kanodia, Company Secretaries with CP No. 12778, as Secretarial Auditors of the Company to undertake the secretarial audit of the company for the financial Year 2014- 15. The Secretarial Audit Report is annexed herewith as 'Annexure -I'.

17.3 Internal Auditors:

Jhumur Kumar Mukhopadhyay (Membership- 055993)Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

18. Corporate Governance:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Secretarial Auditor confirming compliance forms an integral part of this Report.

19. Extract of Annual Return:

Eextract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-II" which is forming part of Annual return.

20. Loans, guarantees and investments:

The Company has not given any guarantee for loans taken by others from bank or financial institutions. The loans and advances made by the Company are detailed in Note No. 10 of the Annual finaincial statements.

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

There are no activities relating to conservation of energy and technology absorption and also there were no foreign exchange earnings or outgo.

22. Disclosure on Managerial Remuneration & Particulars of Employees:

Details of Remuneration as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year ended 31st March 2015:

SI Name Designation Remuneration of No. Directors' to Median Employees' Remuneration (times)

1. Kirti Lakhotia Managing Director 5.3

2. Sidharth Lakhotia Director 2

3. Pratik Lakhotia Director 1.67

4. Praveen Jain Non-Executive Director Nil

5. G.K.Gupta Non-Executive Director Nil

6. Kamaljit Singh Non-Executive Director NIl

b) There is no increase in remuneration of any Director, Chief Executive Officer, Company Secretary or Manager in the financial year ended 31st March 2015

c) The number of permanent employees on the rolls of the company is 27

d) There is no increase in remuneration of employee and KMP during the year under report as company reported net loss due to economic slowdown in IT sector.

e) The details of variations in the market capitalization of the Company, Price Earnings Ratio at the end of the current financial year and previous financial year are as follows:

The Market Capitalization of the company increased at the end of the current financial year under report as compare to market capitalization of last year ended on 31.03.2014. The market capitalization increased by 100% from Rs. 189.89 lacs as at March 31, 2014 to Rs. 397.78 lacs as at March 31, 2015.

The Price Earnings Ratio as at March 31, 2015 was (-) 31.91 as compared to the Price- Earnings Ratio as at March 31, 2014 which was (-)13.16

The equity shares of the Company closed at Rs. 0.30/- on National Stock Exchange of India Ltd. on March 31, 2015 representing an increase of 100% since the last financial year. Due to some penal reason trading has been suspended on Bombay Stock Exchange.

No employee fall under the particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.

f) No variable component in any kind/form was availed by the directors during the financial year ended March 31, 2015.

g) No employee has received remuneration higher than the highest paid director during the financial year ended March 31, 2015.

h) It is hereby affirmed that the remuneration paid during the year ended on 31.03.2015 is as per the Remuneration Policy of the Company.

23. Consolidated Financial Statements:

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India form part of this Annual Report.

24. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has constituted an Internal Complaints Committees in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2014- 15

25. Acknowledgements:

We please to thank various Departments of central and state Government, Organizations and Agencies for the continued help and co-operation extended by them. We also gratefully acknowledge all stakeholders of the Company viz. members, shareholders, banks and other concerned associate for the excellent support received from them during the year. We also sincerely thank all the employees of the Company for their unstinted commitment and continued contribution to the Company.

26. Cautionary Statement

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Actual results, performance or achievements may differ materially from those expressed in the statement. Important factors that could influence the Company's operations high competition in IT industries relating to software training and development.

Mar 31, 2014

Dear Members,

The Board of director pleased to present 28th Annual Reports of the company along with Audited Financial Result for the Financial Year ended on 31st March 2014.

1. Financial Results:

The performance of your Company for the financial year ended March 31, 2014 is summarized below:

Amount in Lakhs(Rs.) 2013-14 2012-13

Profit/(Loss) before depreciation (2.66) (70.57) and Tax Expenses (A)

Less- Depreciation and amortization 11.83 11.13 Expenses (B)

Profit/(Loss) before Tax (A-B) (14.49) (81.70)

Less-Tax Expenses for the year (C) --- ---

Less- Deferred tax expenses for the year (D) --- ---

Profit/(Loss) after Taxation (A-B)-(C)-(D) (I) (14.49) (81.70)

Less-Transfer to reserve (E) --- ---

Add-Amount Brought Forward (II) (581.25) (499.55)

Total (I-II) (595.74) (581.25)

Less- Deferred Tax (F) --- ---

Balance carried forward to (595.74) (581.25) Balance Sheet (I-II)-(F)

2. Dividend:

Board of Directors regret to inform you that due to high competition in IT & software training market, your company has incurred net loss Rs.14.49 LAKHS during the year and hence Board of Directors of your company expresses their inability to declared dividend for the current financial year. Your company is actively working on this segment that seems to have tremendous growth prospects and profitability in the coming years

3. Current year and Future Prospect

During the year 2013-14 company''s total income was 1006.91 lakhs and the total expenditure 1021.40 lakhs. Company has noted loss of Rs.14.49 lakhs after necessary appropriations/ adjustment. This is a very exiting time to be part of the ''Skill India'' journey as our new government is putting in a lot of emphasis on the creation of one of the largest talent pool in the world. We are heading towards a paradigm shift as we move towards a developed nation and skilled manpower is one the key driving factors. As your company has been in the business of skilling students for the last 30 years and with our in-depth knowledge and expertise of rural India, we have before us an opportunity that is well within our realm of expertise and specialization. Your company sees times of high growth and innovation and is well prepared to take full advantage of the tremendous opportunity that is headed our way.

4. Directors:

In terms of section 152(6) of the Companies Act, 2013 and the Articles & Association of the company, Mr. Pratik Lakhotia (Holding DIN-00057015) retires from office by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

5. Auditors:

The Auditors M/s Budhia & Co. Chartered Accountant, having firm registration (Firm Registration No-320163E) allotted by The Institute of Chartered Accountants of India (ICAI) retires as Auditor of your Company at the ensuing Annual General Meeting (AGM) and have confirmed their eligibility and willingness to accept the office of Auditors, if re-appointed. Your Company has obtained a written consent form M/s. Budhia & Co., Chartered Accountants to the effect that their appointment, if made, will be within the limits specified under section 143(3) (g) of the Companies Act, 2013..

6. Auditor Observations:

The observations of the Auditors are duly dealt in Notes to Accounts attached to the Balance Sheet and are self- explanatory in nature and do not call for any further comments.

7. Subsidiary Company:

Your company has only one Indian subsidiary named eLCC Info-Com Limited. Your parents company holding 99.98% control over the subsidiary company. Your company is engaged in the business of computer training, computer education, training in English etc. The company has incurred loss of Rs.5000/-during the current financial year. The Audited Annual Accounts for Financial Year ending on 31st March, 2014 along with the Auditors'' and Directors'' Report of subsidiary are not attached to the annual accounts of the company pursuant to general exemption granted by Govt. of India, Ministry of Corporate affairs in terms of section 201(8) of the companies act 1956.However the all necessary details related to accounts of subsidiary are given effect in consolidated accounts of your company. Further any shareholders of the company or subsidiary company may obtain copy of these documents at the registered office of the company. The annual accounts of the subsidiary companies shall also be available for inspection by any shareholders in the registered office of the holding company and a note to the above effect will be included in the annual report of the holding company

8. Fixed Deposits:

The Company has not accepted or invited any deposits from the Public and as such no amount of principal or interest was outstanding during the year 2013-14.

9. Particulars of Employees:

None of the employees of the Company is covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

10. Particulars pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

The Company does not have any manufacturing activity and hence the provision of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 does not apply to the Company.

11. Directors'' Responsibility Statement:

The Directors confirm pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956,

(I) That in the preparation of the annual accounts, 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 are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2014 and of the profit or loss of the Company for that period;

(III) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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 annual accounts on a going concern basis.

12. Corporate Governance:

Your boards of directors have taken all necessary steps to ensure compliance with all statutory and listing requirements. The directors and key management personal of your company have complied with the code of conduct which was approved by board of directors. The report on Corporate Governance as required under listing agreement together with the Auditors'' certificate on compliance with corporate governance requirement is also annexed to this report.

13. Listing Status

The company''s shares are listed at Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Listing fee has been paid till March 31st 2006 to Bombay Stock Exchange Limited and up to March 31st 2014 to National Stock Exchange of India Limited.

14. Acknowledgement:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the members, bankers, business associates, various Govt. Authorities in all the endeavors of the Company during the year under review. Your Directors also place on record their deep sense of appreciation for the committed services of the Executives, Staffs and Workers of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Date: May 29, 2014 SIDHARTH LAKHOTIA KIRTI LAKHOTIA Place: Kolkata DIRECTOR & C.E.O MANAGING DIRECTOR

Mar 31, 2013

To the Members,

The Directors hereby present the 27th Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

1. Financial Results:

The performance of the Company for the financial year ended March 31, 2013 is summarized below:

(Amount in Lacs)

FOR THE FOR THE YEAR ENDED YEAR ENDED 31ST MARCH 2013 31ST MARCH 2012

Profit/(Loss) for the year (81.70) 9.62

Less: Tax Provision for the year

Less: Deferred Tax Provision for the year

Profit/(Loss) after Taxation (81.70) 9.62

Less: Transfer from Reserve

Sales Return (81.70) 9.62

Add: Balance (Dr.) brought forward (499.55) (509.17)

(581.25) (499.55)

Less: Deferred Tax

Balance carried forward to Balance Sheet (581.25) (499.55)

2. Dividend:

As company incurred net loss of Rs. 81.70 lakh during the year and hence Boad of Director of Director of your company expresses their inability to declared dividend for the currect year.

3. Current year and Future Prospect

During the year 2012-13 company''s total income was 953.88 lakhs and the total expenditure 1035.58 lakhs. Company has noted loss of Rs.81.70 lakhs after necessary appropriations/adjustment.

With India moving towards becoming a super power in the years to come, one of the key contributors to this growth will be a large pool of skilled and talented individuals. As seen recently that a large part of this pool is coming from smaller towns and cities across the country and this is a strong area of operation for your company. The job market is slow in the bigger cities however the smaller busi- nesses in the semi urban part of the country arestill working on automating their business processes and increasing efficiency. Your company is actively working on this segment that seems to have tremendous growth prospects in the coming years.

4. Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles & Association of the company, Mr. Sidharth Lakhotia and Mr. Praveen Jain retires from office by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

5. Auditors:

The Auditors M/s Budhia & Co. Chartered Accountant will retire at the forthcoming Annual General Meeting and being eligible offer them selves for reappointment. The company has received a certifi- cate from them to the effect that their reappointment, if made, will be within the limits prescribed under Section 224(1) of the Companies Act, 1956.

6. Auditor Observations:

The observations of the Auditors are duly dealt in Notes of Accounts attached to the Balance Sheet and are self explanatory in nature.

7. Subsidiary Company:

The Audited Annual Accounts for the Financial Year ending 31st March, 2013 along with the Auditors'' and Directors'' Report thereon of eLCC.Info.com Ltd., a Subsidiary of your Company are annexed to this report as required under Section 212 of the Companies Act, 1956.

8. Fixed Deposits:

The Company has not accepted or invited any deposits from the Public and as such no amount of principal or interest was outstanding during the year 2012-13.

9. Particulars of Employees:

None of the employees of the Company is covered under Section 217(2a) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

10. Particulars pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

The Company does not have any manufacturing activity and hence the provision of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 does not apply to the Company.

11. Directors'' Responsibility Statement:

The Directors confirm pursuant to the provisions of Section 217 (2aa) of the Companies Act, 1956,

* that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* that 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 at the end of the financial year 31st March 2013 and of the profit or loss of the Company for that period;

* that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* that the Directors have prepared the annual accounts on a going concern basis.

12. Corporate Governance:

In terms of Listing Agreements, a report on Corporate Governance along with the Auditors'' Report on its compliance is annexed, forming part of the Annual Report.

13. Listing Status

The company''s shares are listed at Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Listing fee has been paid till March 31st 2006 to Bombay Stock Exchange Limited and up to March 31st 2013 to National Stock Exchange of India Limited.

14. Acknowledgement:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the members, bankers, business associates, various Govt. Authorities in all the en- deavors of the Company during the year under review. Your Directors also place on record their deep sense of appreciation for the committed services of the Executives, Staffs and Workers of the Company.

For and on behalf of the board of direcTORS

place: kolkata SIDHARTH LAKHOTIA KIRTI LAKHOTIA

date: 30.05.2013 director & c.e.o managing director

Mar 31, 2010

To the Members,

The Directors hereby present the 24th Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

1. Financial Results:

The performance of the Company for the financial year ended March 31, 2010 is summarised below:

(Amount in Rs. '000)

For the For the Year ended year ended 31st March 2010 31st march 2009

Profit/(Loss) for the year 326 215

Less: Tax Provision for the year - 35

Less: Deferred Tax Provision for the year - -

Profit/(Loss) after Taxation 326 180

Less: Transfer from Reserve - -

Sales Return - -

326 180

Add: Balance (Dr.) brought forward (52638) (52819)

(52312) (52639)

Less: Deferred Tax - -

Balance carried forward to Balance Sheet (52312) (52639)

2. Dividend:

During the year 2009-2010, your company has posted a profit after tax (PAT) of Rs. 3.26 lakh and is looking at increasing this number in the coming years. However due to inadequate profit the Board of Directors have expressed their inability to declared dividend for the current year.

3. Current year and Future Prospect

During the year 2009-10 company's total income was 20.39 crores. The total expenditure 20.35 crores. After necessary appropriations/adjustment there was a profit of Rs. 3.26 Lakhs. During the year company has earned operational profit before depreciation of Rs. 32.95 Lakhs.

Your company has complied with the standard of MGMT.SYS., RvAC 216 (certification body for QM system) and has been granted ISO 9001:2008 to design, develop and provide value added services in the field of Information Technology. This certificate has been a reassuring factor about the quality of services provided by your company.

Your company complete its 26th year of operations in the IT training and become a pioneering specialized centre of excellence in the field of technology education. Now we has decided to branch out into various professional and degree based education to the budding new generation.

Your company has been keeping pace with the technological revolution that is continuously taking place in the worldwide. Your company has also augmented its business volume by providing IT Preventive Maintenance Services, which include problem identification and diagnosis, problem remediation and elimination and recommendation about future system installation, usage and main- tenance.

With India becoming a hub for global talent sourcing of skilled manpower, there is an acute demand for manpower with various skills sets both in the technology sector as well as in the filed of traditional degree based education. With the current projects and forecasts we are heading for a big gap in the demand and supply of trained manpower and there lies a big opportunity for your company in the years to come.

4. Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles & Association of the company, Mr. Sidharth Lakhotia and M r. Kamaljit Singh retires from office by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

The resolution for confirmation of re-appointment of Mrs. Kirti Lakhotia as Managing Director of the company is also proposed for your approval.

5. Auditors:

The Auditors M/s Budhia & Co. Chartered Accountant will retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The company has received a certifi- cate from them to the effect that their reappointment, if made, will be within the limits prescribed under Section 224(1) of the Companies Act, 1956.

6. Auditor Observations:

The observations of the Auditors are duly dealt in Notes of Accounts attached to the Balance Sheet and are self explanatory in nature.

7. Subsidiary Company:

The Audited Annual Accounts for the Financial Year ending 31st March, 2010 along with the Auditors' and Directors' Report thereon of eLCC.Info.com Ltd., a Subsidiary of your Company are annexed to this report as required under Section 212 of the Companies Act, 1956.

8. Fixed Deposits:

The Company has not accepted or invited any deposits from the Public and as such no amount of principal or interest was outstanding during the year 2009-2010.

9. Particulars of Employees:

None of the employees of the Company is covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

10. Particulars pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

The Company does not have any manufacturing activity and hence the provision of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 does not apply to the Company. The details of the foreign exchange earnings and outgo are given in details in Schedule 19 Notes on Accounts, forming part of the Balance Sheet.

11. Directors' Responsibility Statement:

The Directors confirm pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956,

* that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* that 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 at the end of the financial year 31st March 2010 and of the profit or loss of the Company for that period;

* that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* that the Directors have prepared the annual accounts on a going concern basis.

12. Corporate Governance:

In terms of Listing Agreements, a report on Corporate Governance along with the Auditors' Report on its compliance is annexed, forming part of the Annual Report.

13. Listing Status:

The company's shares are listed at Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The company's shares have been delisted from Delhi, Calcutta and Ahmedabad Stock Exchange. Listing fee has been paid till March 31st 2006 to Bombay Stock Exchange Limited and upto March 31st 2011 to National Stock Exchange of India Limited.

14. Acknowledgement:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the members, bankers, business associates, various Govt. Authorities in all the en- deavors of the Company during the year under review. Your Directors also place on record their deep sense of appreciation for the committed services of the Executives, Staffs and Workers of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PLACE: KOLKATA SIDHARTH LAKHOTIA KIRTI LAKHOTIA

DATE: 23rd August, 2010 DIRECTOR & C.E.O MANAGING DIRECTOR

Mar 31, 2009

The Directors hereby present the 23rd Annual Report together with the Audited Accounts for the year ended 31st March, 2009.

1. Financial Results:

The performance of the Company for the financial year ended March 31, 2009 is summarised below:

(Amount In Rs. 000)

For the For the Year ended year ended 31st March 2009 31st march 2008

Profit/(Loss) for the year 215 (361)

Less: Tax Provision for the year 35 Ã

Less: Deferred Tax Provision for the year _

Profit/(Loss) after Taxation 180 (361)

Less: Transfer from Reserve Ã Ã

Sales Return - Ã

180 (361)

Add: Balance (Dr.) brought forward (52819) (52458)

(52639) (52819) Less: Deferred Tax Ã Ã

Balance carried forward to Balance Sheet (52639) (52819)

2. Dividend:

The directors regret their inability to recommend any dividend in the year under report.

3. Current year and Future Prospect

During the year 2008-09 companys total income was 20.51 crores. The total expenditure 20.49 crores. After necessary appropriations/adjustment there was a profit of Rs.1.80 Lakhs. During the year company has earned operational profit before depreciation of Rs. 99.45 Lakhs.

Your company has complied with the standard of MGMT.SYS., RvAC 216 (certification body for QM system) and has been granted ISO 9001:2008 to design, develop and provide value added services in the field of Information Technology. This certificate has been a reassuring factor about the quality of services provided by your company.

This year your company is celebrating its 25th year of operations and over this long period you company has empowered the youth and the old alike. Your company has become a pioneering specialized centre of excellence in the field of technology education. Now we has decided to branch out into various professional and degree based education to the budding new generation.

Your company has been keeping pace with the technological revolution that is continuously taking place in the worldwide. Your company has also augmented its business volume by providing IT Preventive Maintenance Services, which include problem identification and diagnosis, problem remediation and elimination and recommendation about future system installation, usage and main- tenance.

With India becoming a hub for global talent sourcing of skilled manpower, there Is an acute demand for manpower with various skills sets both in the technology sector as well as in the filed of traditional degree based education. With the current projects and forecasts we are heading for a big gap In the demand and supply of trained manpower and there lies a big opportunity for your company In the years to come.

4. Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles & Association of the company, Mr. Praveen Jain and Mr. G. K. Gupta retires from office by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

5. Auditors:

The Auditors M/s Budhla & Co. Chartered Accountant will retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The company has received a certifi- cate from them to the effect that their reappointment, if made, will be within the limits prescribed under Section 224(1) of the Companies Act, 1956.

6. Auditor Observations:

The observations of the Auditors are duly dealt in Notes of Accounts attached to the Balance Sheet and are self explanatory in nature.

7. Subsidiary Company:

The Audited Annual Accounts for the Financial Year ending 31st March, 2009 along with the Auditors and Directors Report thereon of eLCC.Info.com Ltd., a Subsidiary of your Company are annexed to this report as required under Section 212 of the Companies Act, 1956.

8. Fixed Deposits:

The Company has not accepted or invited any deposits from the Public and as such no amount of principal or interest was outstanding during the year 2008-2009.

9. Particulars of Employees:

None of the employees of the Company is covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

10. Particulars pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

The Company does not have any manufacturing activity and hence the provision of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 does not apply to the Company. The details of the foreign exchange earnings and outgo are given in details in Schedule 19 Notes on Accounts, forming part of the Balance Sheet.

11. Directors Responsibility Statement:

The Directors confirm pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956,

* that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* that 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 at the end of the financial year 31st March 2009 and of the profit or loss of the Company for that period;

* that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* that the Directors have prepared the annual accounts on a going concern basis.

12. Corporate Governance:

In terms of Listing Agreements, a report on Corporate Governance along with the Auditors Report on its compliance Is annexed, forming part of the Annual Report.

13. Listing Status:

The companys shares are listed at Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The companys shares have been delisted from Delhi, Calcutta and Ahmedabad Stock Exchange. Listing fee has been paid till March 31st 2006 to Bombay Stock Exchange Limited and upto March 31st 2010 to National Stock Exchange of India Limited.

14. Acknowledgement:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the members, bankers, business associates, various Govt. Authorities In all the en- deavors of the Company during the year under review. Your Directors also place on record their deep sense of appreciation for the committed services of the Executives, Staffs and Workers of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PLACE: KOLKATA SIDHARTH LAKHOTIA KIRTI LAKHOTIA

DATE: 28th October, 2009 DIRECTOR & C.E.O MANAGING DIRECTOR

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