Directors Report of Melstar Information Technology Ltd.

Mar 31, 2024

The Company was under Corporate Insolvency Resolution Process (“CIRP”) with effect from
October 3, 2019 under the provisions of Insolvency and Bankruptcy Code, 2016 (“IBC”) by an Order
passed by Hon''ble National Company Law Tribunal, Mumbai Bench (‘NCLT”) and Mr. Neehal
Mahamulal Pathan was initially appointed as an Interim Resolution Professional (IRP) and
thereafter Resolution Professional (RP). The NCLT vide its order dated November 1, 2023 has
approved the Resolution Plan submitted by M/s. Shivasons Solutions India Private Limited under
Section 31 of the IBC, which has been implemented in phase wise manner and subsequent orders
were passed by NCLT on June 25, 2024 and August 09, 2024 on Resolution Plan.

The powers of the Board of Directors of the Company and its Committees remained suspended from
the initiation of CIRP until the Board of the Company was re-constituted i.e. July 3, 2024.

As per the approved Resolution Plan, a Monitoring Committee was constituted for the
implementation of the Resolution Plan until the reconstitution of Board of Directors and all the
decisions which could otherwise have been taken by the Company''s Board of Directors, were taken
by the Monitoring Committee. Pursuant to implementation of Resolution Plan, erstwhile board of
directors of the Company were replaced with the new board of directors with effect from July 3,
2024.

The Resolution Professional did not comply with the provisions of Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the CIRP
period.

The current Board of Directors presenting this Annual report based on the status of the Company
in the Financial Year 2023-24 without assuming any liability whatsoever which may arise due to
noncompliance done by RP during the CIRP.

The Board of Directors hereby submit the report of the business and operation of your Company
(“Company” or “MELSTAR INFORMATION TECHNOLOGIES LIMITED”) along with the Audited
financial Statements, for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS:

(in Lakhs)

PARTICULAR	2023-24	2022-23
Net Sales/ Income from Operations	-	-
Other Income	1214.23	-
Operating Profit / (Loss) before Interest and Depreciation (PBIDTA)	1160.35	-
Finance Cost	32.42	-
Depreciation	-	-
Operating Profit / (Loss) before Tax	1127.93	(1.02)
Net Profit / (Loss) before tax and Exceptional Items	1127.93	(1.02)
Exceptional Items	-
Net Profit/ (Loss) before tax and after Exceptional Items	1127.93	(1.02)

Provision for Taxation	-	-
Net Profit/ (Loss) after Tax	1127.93	(1.02)
Face Value of Equity Shares (in Rupees)	10.00	10.00
EPS - Basic and Diluted (Before Exceptional Item) (in Rupees)	7.90	0.01
EPS - Basic and Diluted (After Exceptional Item) (in Rupees)	7.90	0.01

2. OPERATIONS:

There were no operations during the year.

3. DIVIDEND:

No Dividend is declared for the financial year ended March 31, 2024 due to the financial
position of the Company.

4. TRANSFER TO RESERVE

No Transfer has been made to General Reserve as the Company has suffered losses.

5. SUBSIDIARY(S)

The Company doesn''t have any subsidiary as on March 31, 2024

6. BUSINESS DESCRIPTION - No operations during the year.

7. EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

The Company was under Corporate Insolvency Resolution Process (“CIRP”) with effect from
October 3, 2019 under the provisions of Insolvency and Bankruptcy Code, 2016 (“IBC”) by
an Order passed by Hon''ble National Company Law Tribunal, Mumbai Bench (‘NCLT”) and
Mr. Neehal Mahamulal Pathan was appointed as an IRP and thereafter RP (Resolution
Professional). The NCLT vide its order dated November 1, 2023 has approved the Resolution
Plan submitted by the Shivasons Solutions India Private Limited under Section 31 of the IBC,
which has been implemented in phase manner and subsequent orders were passed by NCLT
on June 25, 2024 and August 11, 2024 on Resolution Plan. The powers of the Board of
Directors of the Company and its Committees remained suspended from the initiation of
CIRP till Board of the Company has been re-constituted i.e. July 3, 2024. As per the approved
Resolution Plan, a Monitoring Committee constituted for the implementation of the
Resolution Plan till the reconstitution of Board of Director and all the decisions which could
otherwise have been taken by the Company''s Board of Directors, were taken by the
Monitoring Committee. Pursuant to implementation of Resolution Plan, erstwhile board of
directors of the Company were replaced with the new board of directors with effect from
July 3, 2024.

8. CHANGE IN THE NATURE OF BUSINESS IF ANY: No operations carried during the CIRP
time However, The Board of Directors had decided to enter into Aviation Sector by entering
into Simulator leasing business and approved the change in object clause of the Company
and approved by the shareholders on October 1, 2024.

9. SHARE CAPITAL: The paid up equity capital as on March 31, 2024, was Rs 14,28,31,390 .
During the year under review, your Company has not issued any shares to public, rights,
preferential including and/or convertible debentures.

The Board at its meeting held on July 24, 2024 has approved allotment of 27,92,000 equity
shares of Rs. 10/- each to Promoters as per Resolution Plan approved by NCLT. Post
allotment of equity shares to Promoters and reduction of capital, the shareholding pattern of
the Company is as follows:

Sr No.	Particulars	Number of shares	% of holding
1	Promoters	27,92,000	94.85%
2	Public	1, 51,737	5.15%
	Total	29,43,737	100%

10. REDUCTION OF CAPITAL

The Board had fixed August 30, 2024 as the record date for cancellation and extinguishment
of all the outstanding equity shares held by the existing public shareholders (other than
erstwhile promoters) on the record date as per following ratio:

i) Shareholder holding less than 50 equity shares will hold one equity share and balanced
shares will be cancelled.

ii) Shareholder holding more than 50 equity shares will hold one equity share for every 50
equity shares held by them in the Company and balanced shares will be cancelled.

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The current board of directors have framed a Whistle Blower Policy to deal with instances of
fraud and mismanagement, if any. The details of the Policy are given in the Corporate
Governance Report and the Policy is posted on the Company''s website.

12. CORPORATE GOVERNANCE:

The Company adheres to corporate culture of integrity and consciousness. Corporate
Governance is a journey for constantly improving sustainable value creation. As required
under the provision of Regulation 34 read with Schedule V of the SEBI Listing Regulations, a
separate report on Corporate Governance forms part of this Annual Report, together with a
Certificate from the Auditors of the Company regarding compliance of conditions of
Corporate Governance by the current board of directors.

13. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 in Form MGT - 7 in accordance with
Section 92(3) and Section 134(3)(a) of the Act as amended from time to time and the
Companies (Management and Administration) Rules, 2014, will be made available on the
website of the at www.metstarrtech.com.

14. DIRECTORS:

Post CIRP, new directors were appointed on the Board by the new management and
erstwhile following directors were ceased to be directors from 4^th July 2024.

i) Mr. Anant Satish Pathak

ii) Mr. Sirish Kumar Sahoo

iii) Mr. Pramod Shivaji Bhosale

iv) Ms. Shireen Mohd Haneef Khan

Sr. No.	Name of Director	Designation	Date of appointment
1.	Mr. Vineet Goverdhan Shah	Managing Director	July 3, 2024
2.	Mr. Uttam Prakash Agarwal	Independent Director	July 24, 2024
3.	Mr. Subhash Chandra Varshney	Independent Director	July 3, 2024
4.	Mr. Rajnikant Patel	Independent Director	July 24,2024
5.	Ms. Alyzaa Merchant	Independent Director	July 3, 2024
6.	Mr. Tarun Kashyap	Executive Director	November 14,2024

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the Act and Listing
Regulations.

The details of programme for familiarization of Independent Directors with the Company,
nature of the industry in which the Company operates and related matters will be uploaded
on the website of the Company www.melstarrtech.com.

In terms of the provisions of the Act, Mr. Vineet Govardhan Shah, Director of the Company,
retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual
General Meeting (AGM). Resolution seeking their re-appointment along-with his profile as
required under Regulation 36(3) of the Listing Regulations forms part of the Notice of Thirty
Seventh Annual General Meeting.

15. KEY MANAGERIAL PERSONNEL

Mr. Vineet Goverdhan Shah, Managing Director, Mr. Tarun Kashyap, Executive Director and
Ms. Meenakshi Ramandasani, Company Secretary are the Key Managerial Personnel of the
Company post appointment done by new management after taking over the affairs of the
Company from Resolution Professional.

16. NUMBER OF BOARD MEETING:

No Board or Committee Meetings were held during the year 2023-24. The Committee of
Creditors met 2 times December 29, 2023 and January 02,.2024 and Monitoring Committee
met two times during the year on January 27, 2024 and February 25, 2024.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in the notes to the Financial Statements.

18. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provision of Regulation 34 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015, the Management''s discussion and analysis is set out in this
Annual Report.

19. RELATED PARTY TRANSACTIONS

During the year under review, the Company had not entered into any contract/
arrangement/ transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions or
which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with

Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly,
there are no transactions that are required to be reported in Form AOC-2.

The policy on Related Party Transactions as approved by the Audit Committee and Board is
uploaded on the Company''s website at the link http://www.melstarrtech.com/policies.html.

20. RISK MANAGEMENT REPORT

In line with the regulatory requirements, the current Board of Directors has framed a Risk
Management Policy to identify and access the key business risk areas and a risk mitigation
process. A detailed exercise is being carried out at regular intervals to identify, evaluate,
manage and monitor all business risks. The Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through a proper defined framework.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company was under Corporate Insolvency Resolution Process (“CIRP”) with effect from
October 3, 2019 under the provisions of Insolvency and Bankruptcy Code, 2016 (“IBC”) by
an Order passed by Hon''ble National Company Law Tribunal, Mumbai Bench (‘NCLT”) and
Mr. Neehal Mahamulal Pathan was appointed as an IRP and thereafter RP (Resolution
Professional). The NCLT vide its order dated November 1, 2023 has approved the Resolution
Plan submitted by the Shivasons Solutions India Private Limited under Section 31 of the IBC,
which has been implemented in phase wise manner and subsequent orders of NCLT dated
June 25, 2024 and August 09, 2024. The powers of the Board of Directors of the Company
and its Committees remained suspended from the initiation of CIRP till Board of the
Company has been re-constituted i.e. July 3, 2024.

22. HUMAN RESOURCES

At Melstar, human resource is treated as an important asset and believe in its Contribution
in overall growth of the Company. Here, we focus on the workplace of tomorrow that
promotes a collaborative, transparent and participative organization culture, encourages
innovation and rewards individual Contribution.

23. PARTICULARS OF JOINT VENTURES OR ASSOCIATE COMPANY:

The Company does not have any Joint Venture with any person or an associate Company as
defined under Section 2(6) of the Companies Act, 2013 (‘the Act'').

24. FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed Deposits and there
were no unclaimed deposits or interest thereon as on March, 31, 2024.

25. COMMITTEES OF THE BOARD

As on 31st March, 2024 the Board has three Committee: “Audit Committee”, “Nomination
and Remuneration Committee” and “ Stakeholders Relationship Committee”. But, due to IBC
Order of the NCLT, authority of the Board and its members suspended and vested to RP and
no meeting of the Committee were held during the year.

26. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the Orderly and efficient conduct
of its business, including adherence to the Company''s policies, Safeguarding of its assets,
prevention and detection of Fraud, error reporting mechanisms, accuracy and completeness
of the accounting records, and timely preparation of reliable financial disclosures. RP /
Auditors have not reported fraud during the financial year to the current Board of Directors.

27. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

The Independent Director shall be of high integrity with relevant expertise and experience
with Director having expertise in the fields of manufacturing, marketing, finance, law,
governance and general management, so as to have a diverse Board.

28. SECRETARIAL STANDARDS

The Company complies with all the applicable Mandatory Secretarial Standards issued by
the Institute of Company Secretaries of India (ICSI) from July 3, 2024.

29. LISTING ON STOCK EXCHANGES:

The Company''s shares are listed on BSE Limited and NSE Limited.

30. DIRECTORS'' RESPONSIBILITY STATEMENT:

As stipulated under Section 134(3)(c) & (5) of the Companies Act, 2013, your Directors
unable to confirm as under:-

i) that in the preparation of the accounts for the financial year ended 31st March 2024, the
applicable accounting standards have been followed along with proper explanation
relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 and of
the loss of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for maintenance of adequate
accounting records to safeguard the company''s assets and prevent fraud, in line with the
CIRP requirements;

iv) that the Directors have prepared the accounts for the financial year on going concern
basis.

v) the Directors have laid down internal financial controls, which are adequate and were
operating effectively.

vi) the Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

The Current Board of Directors unable to make directors responsibility statement due to
non-availability of records made available by Resolution Professional.

31. ANNUAL EVALUATION:

Under CIRP, no formal performance evaluations of the Board or Committees were conducted,
as governance functions were transferred to the Resolution Professional. In normal
circumstances, evaluations are conducted in compliance with Section 134(3)(p) of the
Companies Act, 2013.

32. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12)

of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel Rules, 2014 are provided as per ANNEXURE-II. The Company has no
employees during the year.

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

The Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of The Companies (Accounts) Rules, 2014, is given in ANNEXURE-I to this report.

34. AUDITORS:

i) STATUTORY AUDITORS:

In view of the provision of Section 139, 142 and other applicable provisions if any, of the
Companies Act 2013 or any amendment thereof or modification thereof, M/s Sarda &
Pareek (FRN 109262W) was appointed as Statutory Auditor for the period of three
financial year from April 01,2018 to March, 31, 2024 in the 31st Annual General Meeting
held on September 27, 2018. M/s Sarda & Pareek (FRN 109262W) resigned for the FY
2020-21 on July 18,2024.

The Board of Directors has recommended the appointment of M/s C K S P And Co LLP,
Chartered Accountant (Firm Registration No131228W/W100044) as the Statutory
Auditors of the Company to fill the casual vacancy caused due to resignation of M/s Sarda
& Pareek which was approved by shareholders through postal ballot result of which was
announced on October 1, 2024 and M/s C K S P And Co LLP, Chartered Accountant hold
office from the conclusion of this Annual General Meeting to the Conclusion of 37th
Annual General Meeting.

The Company has received an eligibility certificate cum consent letter from M/s C K S P
And Co LLP, Chartered Accountant to the effect that the appointment, if made, would be
in accordance with limits specified under section 141 of the Companies Act, 2013 and as
required under SEBI Regulations, they have confirmed that they hold valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditor''s Report for the FY 2023-24 contain following qualifications and
management reply for the same are as follows:

Matter	Auditor''s Qualifications	Management Reply
Details of Audit Qualification	1) With reference to Note No 27 (I) regarding the balance of Trade Payables, Trade Receivables, Loans, Advances, current liabilities, borrowing from others etc. being not confirmed by the parties due to pending reconciliation the management has not sent direct confirmations to parties and hence our inability to state	The current management after taking into consideration NCLT order dated 01/11/2023 with regard to the confirmation of Trade Payables, Trade Receivables, Loans and Advances, Current Liabilities, Borrowings from others etc. we are

	whether these balances are	unable to provide, since
	recoverable /payable to the	the company was under
	extent stated.	NCLT process and
	2) The company has	Resolution Professional
	accumulated losses exceeding	Mr. Neehal Mahamulal
	the share capital and reserves	Pathan neither handed
	and its net worth has been	over any confirmation he
	fully eroded. These conditions	received in past years, nor
	indicate the existence of a	he provided details /
	material uncertainty that may	information of Trade
	cast significant doubt about	Payables, Trade
	the company''s ability to	Receivables, Loans and
	continue as a going concern.	Advances, Current
	However, the standalone	Liabilities, Borrowings
	financial results of the	from others. The current
	Company have been prepared	management will try to
	on a going concern basis	ensure their realisability
	because of the reasons stated	for the same and if it is not
	in the Note No. 27 (j) to the	payable/recoverable then
	standalone financial results.	the required provisions will be made in current financial year.

35. SECRETARIAL AUDITORS:

i. Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s.
S. Talwar & Associates, Practicing Company Secretaries, to undertake the Secretarial
Audit of the Company for the FY 2023-24. The Secretarial Audit Report is appended as
Annexure III to this Report. The Secretarial Auditor''s Report contains following
observations and management reply for the same as follows:

Sr. No.	Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary	Management Reply
1.	Regulation 31 of SEBI (LODR) Regulations, 2015	Non submission / Late Submission	During the year the company''s was under the resolution process, during which the resolution professional (RP), managed the company''s affair and has delayed submission of quarterly Shareholding pattern for the quarter	The Company was under Corporate Insolvency Resolution Process (“CIRP”) with effect from October 3,

			ended 31 December 2023 and 31 March 2024. Further it has not yet submitted the quarterly Shareholding pattern for the quarter ended 30 June 2023 and 30 September 2023. The new management was appointed from July 2024 onward and submitted quarterly shareholding pattern for the quarter ended 31 December 2023 on 8 July 2024 and 31 March 2024 on 9 July 2024.	2019 till July 3, 2024. The Resolution Professional did not comply with provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the CIRP time. The current Board of Directors are presenting this Annual Report based on the status of the Company in the Financial Year 2023-24 without assuming any liability whatsoever which may arise due to noncompliance during the CIRP. The Company is seeking waiver from imposition of any penalty / fine on the current Board of Directors / Company due to non¬ compliance done by the RP.
2.	Regulation 55/76 - RSCA of SEBI DP	Non submission	During the year the company''s was under the resolution process, during which the resolution professional (RP), managed the company''s affair and it has not submitted reconciliation of share capital audit report for any of the quarters of the financial year 2023-24. The new management was appointed from July 2024 onward and is in the process of completing the pending compliances.
3.	Submission of Annual report for financial year 2022-23 in XBRL format	Non submission	During the year the company''s was under the resolution process, during which the resolution professional (RP), managed the company''s affair and it has not submitted annual report for the financial year 2022-23 in XBRL format. The new management was appointed from July 2024 onward and is in the process of completing the pending compliances.

4.	Regulation 27 of SEBI (LODR) Regulations, 2015	Non submission	During the year the company''s was under the resolution process, during which the resolution professional(RP), managed the company''s affair and it has not submitted corporate governance report for any of the quarters of the financial year 2023-24. The new management was appointed from July 2024 onward and is in the process of completing the pending compliances.
5.	Regulation 40(9) of SEBI (LODR) Regulations, 2015	Non submission	During the year the company''s was under the resolution process, during which the resolution professional(RP), managed the company''s affair and it has not submitted PCS certificate for transfer/transmission for the financial year 2023-24. The new management was appointed from July 2024 onward and is in the process of completing the pending compliances.
6.	Regulation 46(2) of SEBI (LODR) Regulations, 2015	Non updation	The new management has come into place in July 2024 and posts that the company is in process of completing the updation of website as per the Regulation 46(2) of SEBI (LODR) Regulations, 2015
7.	Regulation 33 of SEBI (LODR) Regulations, 2015	Late submission	During the year the company''s was under the resolution process, during which the resolution

			professional(RP), managed the company''s affair has delayed submission of quarterly Financial Results along with limited review report for the quarter ended 30 June 2023, 30 September 2023, 31 December 2023 and financial statement along with Auditor''s Report for the quarter and year ended 31 March 2024. The new management was appointed from July 2024 onward and has submitted Financial results on 14th August 2024 for all the quarters.
8.	Regulation 24(A) of SEBI (LODR) Regulations, 2015	Non submission	During the year the company''s was under the resolution process, during which the resolution professional(RP), managed the company''s affair and it has not submitted the Secretarial Compliance Report for the financial year 2023-24 as on the date of signing. The new management was appointed from July 2024 onward and is in the process of completing the pending compliances.
9.	Regulation 13(3) of SEBI (LODR) Regulations, 2015	Non submission	During the year the company''s was under the resolution process, during which the resolution professional(RP), managed the company''s affair and it has not submitted Statement of Investor grievances for any of the quarters of the financial year 2023-24.

			The new management was appointed from July 2024 onward and is in the process of completing the pending compliances.
10.	Regulation 30 of SEBI (LODR) Regulations, 2015		During the year the company''s was under the resolution process, during which the resolution professional(RP), managed the company''s affair and we could not find documents related to appointment of Company Secretary and Compliance Officer during the financial year 2023-24. The new management was appointed from July 2024 onward and is in the process of completing the pending compliances.
11.	Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Non-payment	During the year the company''s was under the resolution process, during which the resolution professional(RP), managed the company''s affair and has not paid the annual listing fee to BSE and NSE including custody fee to CDSL /NSDL for the financial year.
12.	Section 173 & 174 of the Companies Act, 2013		As per section 173, the Company is required to hold minimum 4 Board Meetings during the financial and the maximum gap between such meetings should not cross more than 120 days. Further, upon our verification, we could not find any notices of meetings or minutes for the financial year 2023-24.
13.	Section 96 of the Companies Act, 2013		Based on our verification, no Annual General Meeting was held during the financial

			year 2023-24.
14.	Regulation 17, 18 and 19 of SEBI (LODR) Regulations, 2015 & Section 177 and 178 of the Companies Act, 2013		As the company was under CIRP under the Insolvency and Bankruptcy Code (IBC) the said regulation is not applicable.
15.	Section 149 of Companies Act 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015		There was no proper document available for understanding the composition of the board of directors for the financial year 2023-24.
16.	Section 203 of Companies Act 2013 and Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014	Non¬ submission	Upon our verification, we could not find form DIR -12 filed with MCA for appointment of Company Secretary. The new management came into place from July 2024 and they further appointed of Ms Meenakshi Ramandasani as Company Secretary & Compliance Officer of the company w.e.f. July 03, 2024
17.	Section 164 & Section 184 of the Companies Act, 2013		The Company has not submitted to us any document for our verification for the financial year 2023-24.
18.	Maintenance of Board, Committees & General Meeting minutes as per Section 118 of the Companies Act, 2013 and applicable Secretarial Standards (SS-1 & SS-2).		The Company has not submitted any Minutes for the financial year 23-24 for our verification.
19.	Filing of e-Form DIR-12 for change/appointment of Directors and/or Key Managerial Personnel (KMPs)		We did not receive relevant forms for verification for the financial year 2023-24.
20.	Filing of ADT-1 for appointment of Statutory Auditor	Non¬ submission	Upon our verification Form ADT-1 for appointment of M/s CKSP and Co LLP as the

			Statutory Auditor was submitted to Ministry of Corporate Affairs on 21/10/2024. The new management came into from July 2024 onward and post that they appointed C K S P AND CO LLP as statutory auditor for the financial year 2020-21 till 2023-2024.
21.	Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015		There is no document available/given to us by the company to verify this regulation.
22.	Regulation 23(9) of SEBI (LODR) Regulations, 2015	Late submission	During the year the company''s was under the resolution process, during which the resolution professional(RP), managed the company''s affair and it has delayed submission of related party disclosures for financial year 2023-24. The new management was appointed from July 2024 onward and has submitted the disclosure on 14th August 2024.

ii. COST AUDITORS: Cost Audit is not applicable to the Company.

36. PURCHASE OF SHARES OF THE COMPANY:

The Company has not given any loan, guarantee or security, or any financial assistance to the
employees of the Company for the purpose of purchase or subscription for any shares of the
Company or its holding Company pursuant to Section 67(2) of the Companies Act, 2013.

37. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

38. ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS:

The Company has not issued any shares with differential Voting Rights pursuant to the
provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.

39. ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any sweat equity shares to any of
its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and
Debenture) Rules, 2014.

40. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has duly approved and adopted a policy viz. “Policy for Remuneration of the
Directors, Key Managerial Personnel and other Employees” recommended by the
Nomination and Remuneration Committee relating to appointment of Directors/ Key
Managerial Personnel/ other employees, payment of remuneration to directors/ Key
Managerial Personnel/ other employees, Directors qualifications, positive attributes,
Independence of Directors and other related matters as provided under the Companies Act,
2013. All the remunerations to the directors/ Key Managerial Personnel/ employees are as
per the Companies Policy viz. “Policy for Remuneration of the Directors, Key Managerial
Personnel and other Employees

41. EMPLOYEE STOCK OPTION:

The Company does not have any Employee Stock Option Scheme for its employees. The
Board has given in-principle approval on November 14, 2024 and directed to form a policy
related to Employee Stock Option Scheme 2024 (ESOS) to the employees of the Company and
employees of the Subsidiary/ Holding / Associates companies, in accordance with the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021, subject to the
approval of the members of the Company

42. ACKNOWLEDGEMENT

We thank our customers, investors, Government and Semi Government Authorities,
Shareholders, Bankers and Financial Institutions and for their continued co-operation and
support. The Director also expresses their warm appreciation for the dedicated and sincere
services rendered by the Employees of the Company.

Place: Mumbai For Melstar Information Technologies Limited

Date November 14, 2024

Sd/- Sd/-

Alyazaa Marchant Vineet Goverdhan Shah

Directo r Managing Directo r & CFO

DIN:07164228 DIN: 01761772

---

Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Statement of Accounts of your Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS (Rs. in Lakhs)

2013-14 2012-13

Net Sales / Income From Operations 1,823 2,036

Other Operating Income 37 33

Operating (Loss) before interest and (132) (123) Depreciation (PBIDTA)

Finance costs 92 81

Depreciation 82 84

Operating (Loss) before tax (307) (288)

Other Income, net 73 135

Net (Loss) before tax and Exceptional Item (233) (153)

Exceptional Item - -

Net (Loss) before tax and after Exceptional (233) (153) Item Provision for taxation (7) 8

Net (Loss) after Tax (241) (145)

Deficit Brought Forward From Previous Year (226) (81)

Balance carried to Balance Sheet (467) (226)

Face value of Equity Shares (in Rupees) 10 10

EPS-Basic and Diluted (Before Exceptional Item) (1.68) (1.01) (in Rupees)

EPS-Basic and Diluted (After Exceptional Item) (1.68) (1.01) (in Rupees)

Book value per Share (in Rupees) 6.81 8.55

2. OPERATIONS

The total sales of the Company for the financial year ended on 31st March, 2014 were Rs. 1823 Lakhs as against Rs. 2036 Lakhs during the last financial year ended on 31st March, 2013. Similarly the net Loss before tax and Exceptional Item during the same periods were Rs. 233 Lakhs and Rs 153 Lakhs respectively. This reduction in sales and increase in Loss before tax and Exceptional Item is on account of general slowdown in the economy, in-sourcing by existing clients, higher attrition rate and higher cost of hiring.

The Consolidated Group sales stood at Rs. 1860 Lakhs against Rs.2105 Lakhs during the preceding year. The Consolidated Group net Loss before tax and Exceptional Item during the year was Rs.236 Lakhs as against Rs.139Lakhs in the previous year.

3. DIVIDEND

In view of the current year loss and carried forward losses the Directors regret their inability to recommend any dividend to the Equity Shareholders of the Company for the year under review.

4. SUBSIDIARY COMPANY

As on 31st March, 2014the Company has only one wholly-owned foreign subsidiary, viz. Melstar Inc., in U.S.A.

The operations of Melstar Inc. on standalone basis for the year under review are as under:

2013-14 2012-13 Particulars Foreign currency Indian Rs.

Revenue US US$ 64,680 Rs. 39 Lakhs

Profit After Tax US$ 288 Rs.0.17 Lakhs

2012-13 Particulars Foreign currency Indian Rs.

Revenue US US$ 131,320 Rs. 69 Lakhs

Profit After Tax US$ 29,816 Rs. 16 Lakhs

In view of the slowdown in the IT Industry of USA, no new projects were procured. However, the Company has delivered the existing projects successfully. The Company is looking for new projects with better margins during the current financial year.

5. FINANCIAL STATEMENTS OF SUBSIDIARY

In terms of General Circular issued by the Central Government under Section 212(8) of the Companies Act, 1956 vide Circular No. 5/12/2007-CL- III dated 08th February, 2011, it was decided to grant general exemption from attaching copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies to the Balance Sheet of the Company provided certain condition are fulfilled. However, as required under the aforesaid approval, a summarized statement of financial position of the subsidiary has been appended to the Annual Report elsewhere. In terms of Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements includes the financial information of the Subsidiary Company.

6. FUTURE PROSPECTS / OUTLOOK

The Company has identified the "Niche" areas of product and services for continuous repetitive business which will give more business stability and growth to the Company. The Company continues to embark on improving margins of all product and service offerings by reducing the variable costs and rationalizing the fixed costs. The results of these initiatives are expected to yield in improving the overall profitability of the Company further during the current year.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at March 31,2014 and of the loss for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the directors have prepared the annual accounts on a ''going concern'' basis.

8. PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public or the Shareholders during the year under review.

9. PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

MEASURES FOR PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company pursuant to the section 4 of the sexual Harassment of Women at work place (Prevention, prohibition and Redressal) Act 2013 and Rules made there under had constituted the Internal Complaints Committee to lodge complaints if any. During the year no complaint was lodged.

10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information in accordance with the provisions 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 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in the Annexure appended to this report.

11. CORPORATE GOVERNANCE

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges, and also a Management Discussion and Analysis Report are appended hereto and forms integral part of the Annual Report.

12. DIRECTORS

The Board of Directors of the Company in their meeting held on 13.11.2013 appointed Mr. Vijay Mishra as additional Director. He holds office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from member proposing the candidature of Mr. Vijay Mishra as a Director of the Company. Further in the Board Meeting held on 12.02.2014, Board appointed Mr. Vijay Mishra as Managing Director of the Company for a period of 3 years with effect from 13.11.2013 subject to approval of Members.

The Board of Directors of the Company in their meeting held on 12.02.2014 appointed Mr. R M Mishra as additional Director. He holds office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from member proposing the candidature of Mr. R M Mishra as a Director of the Company.

As per the provisions of Companies Act, 2013, the independent directors of the Company will have to be appointed by the members for a term upto five years, and no independent director shall be liable to retire by rotation. Further Mr Rajesh Shah ,Mr R.M.Mishra and Mr M.S.Adige have given declaration to the Company under Section 149(6) of the Companies Act,2013,that they qualify the criteria of independence mentioned under that sub-section. Accordingly it is proposed to appoint them as Independent Directors not liable to retire by rotation for a term of five years from the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold the directorship and membership/chairmanship of committees of the Board, as well as their shareholding as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Report on Corporate Governance forming part of the Annual Report.

Mr. P V R Murthy Director resigned from the Board with effect from 24.10.2013,

The Board place on records their sincere appreciation for the valuable contribution made by Mr. P V R Murthy during his tenure as Director of the Company.

Mr. Richard D''Souza Managing Director resigned from the Board with effect 09.12.2013. The Board place on records their sincere appreciation for the valuable contribution made by Mr. Richard D''Souza during his tenure as Manager - Chief Executive Officer (upto 22.05.2013) and Managing Director (from 23.05.2013 to 09.12.2013) of the Company.

13. AUDITORS

M/s. Kanu Doshi Associates Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Directors commend their reappointment by the Members at the forthcoming AGM. .

14. ACKNOWLEDGEMENTS

The Board wishes to express their deep appreciation for the assistance and co-operation received from various Regulatory and Government authorities, Stock Exchanges, Banks, Customers, Vendors, Business Associates and Shareholders of the Company during the year under review. The Board also places on record its deep appreciation for the committed and unstinted efforts with which all the employees have performed their duties and responsibilities during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

VIJAY MISHRA RAJESH SHAH Managing Director Director

Mumbai, 08.08.2014

---

Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the Audited Statement of Accounts of your Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

(Rs. in Lakhs

2012-11 2011-12

Net Sales / Income From Operations 2,036 5,287

Other Operating Income 33 57

Operating Profit / (Loss) before interest and Depreciation (PBIDTA) (123) 208

Finance costs 81 46

Depreciation 84 86

Operating Profit / (Loss) before tax (288) 76

Other Income, net 135 107

Net Profit / (Loss) before tax and Exceptional Item (153) 183

Exceptional Item

Net Profit / (Loss) before tax and after Exceptional Item (153) 183

Provision for taxation 8 (37)

Net Profit / (Loss) after Tax (145) 146

Deficit Brought Forward From Previous Year (81) (227)

Balance carried to Balance Sheet (226) (81)

Face value of Equity Shares (in Rupees) 10 10

EPS-Basic and Diluted (Before Exceptional Item) (in Rupees) (1.01) 1.02

EPS-Basic and Diluted ( After Exceptional Item) (in Rupees) (1.01) 1.02

Book value per Share (in Rupees) 8.55 9.57

2. OPERATIONS

The total sales of the Company for the financial year ended on 31st March, 2013 were Rs. 2,036 Lakhs as against Rs. 5,287 Lakhs during the last financial year ended on 31st March, 2012. Similarly the net (Loss)/Profit before tax and Exceptional Item during the same periods were Rs. (153) Lakhs and Rs.183 Lakhs. This reduction in sales and net (Loss)/ Profit before tax and Exceptional Item is on account of no sale of software products due to thin margin, general slowdown in the economy, in-sourcing by existing clients, higher attrition rate and higher cost of hiring.

The Consolidated Group sales stood at Rs. 2,105 Lakhs against Rs. 5,353 Lakhs during the preceding year. The Consolidated Group net (Loss)/ Profit before tax and Exceptional Item during the year was Rs. (139) Lakhs as against Rs. 186 Lakhs in the previous year.

3. DIVIDEND

In view of the carried forward losses the Directors regret their inability to recommend any dividend to the Equity Shareholders of the Company for the year under review.

4. SUBSIDIARY COMPANY

As on 31st March, 2013, the Company has only one wholly-owned foreign subsidiary, viz. Melstar Inc., in U.S.A.

The operations of Melstar Inc. on standalone basis for the year under review are as under:

2012-13 2011-12

Particulars Foreign currency Indian Rs. Foreign currency Indian Rs.

Revenue US$ 131,320 Rs. 69 Lakhs US$ 137,136 Rs. 66 Lakhs

Profit After Tax US$ 29,816 Rs. 16 Lakhs US$ 8,598 Rs. 3 Lakhs

The profit during the current year was mainly on account of sundry balances written back of US$ 29031 (equivalent to Rs. 16 Lakhs).

In view of the slowdown in the IT Industry of USA, no new projects were procured. However, the Company has delivered the existing projects successfully. The Company is looking for new projects with better margins during the current financial year.

5. FINANCIAL STATEMENTS OF SUBSIDIARY

In terms of General Circular issued by the Central Government under Section 212(8) of the Companies Act, 1956 vide Circular No. 5/12/2007-CL-III dated 08th February, 2011, it was decided to grant general exemption from attaching copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies to the Balance Sheet of the Company provided certain condition are fulfilled. However, as required under the aforesaid approval, a summarized statement of financial position of the subsidiary has been appended to the Annual Report elsewhere. In terms of Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements includes the financial information of the Subsidiary Company.

6. FUTURE PROSPECTS / OUTLOOK

Your Company is continuously working on strengthening the business. Your Company has been successfully executing major orders from prestigious customers and it has been enjoying the confidence of all customers across the country with repeat orders. Your Company has embarked on improving margins in all products by reducing the variable cost and rationalizing the fixed costs. The results of these initiatives are expected to yield in improving the overall profitability of the Company further during the current year.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at March 31, 2013 and of the profit for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the directors have prepared the annual accounts on a ''going concern'' basis.

8. PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public or the Shareholders during the year under review.

9. PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information in accordance with the provisions 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 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in the Annexure appended to this report.

11. CORPORATE GOVERNANCE

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges, and also a Management Discussion and Analysis Report are appended hereto and forms integral part of the Annual Report.

12. DIRECTORS

Pursuant to article 154 of the Articles of Association of your Company and Section 256 of the Companies Act, 1956, Mr. Rajesh Shah, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Richard D''Souza was appointed as Chief Executive Officer of the Company with effect from 1st April 2009. Additionally Mr. Richard D''Souza was appointed as Manager of the Company for the period of three years from 05.05.2010 to 04.05.2013. The terms of his appointment as a Manager expired on 04.05.2013. The Board of Directors of the company in their meeting held on 23rd May 2013 appointed Mr. Richard D''Souza as additional Director. He holds office upto the date of ensuing Annual General Meeting. The Company has received notice in writing from member proposing the candidature of Mr. Richard D''Souza as a Director of the Company. Further in the same Board Meeting held on 23.05.2013, Board appointed Mr. Richard D''Souza as Managing Director of the Company for a period of two years w.e.f. 23.05.2013 subject to approval of Members.

Brief resume of the Directors proposed to be appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold the directorship and membership/chairmanship of committees of the Board, as well as their shareholding as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Report on Corporate Governance forming part of the Annual Report.

Mr. Yashovardhan Birla, Chairman resigned from the Board with effect from 07th November, 2012 and Mr. Anoj Menon resigned as a Director of the Company with effect from 21st March, 2013.

The Directors place on records their sincere appreciation for the valuable contribution made by Mr. Yashovardhan Birla during his tenure as Chairman and by Mr. Anoj Menon during his tenure as Director of the Company.

13. AUDITORS

M/s. Kanu Doshi Associates, Chartered Accountants the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Directors commend their reappointment by the Members at the forthcoming Annual General Meeting.

14. ACKNOWLEDGEMENTS

The Board wishes to express their deep appreciation for the assistance and co-operation received from various Regulatory and Government authorities, Stock Exchanges, Banks, Customers, Vendors, Business Associates and Shareholders of the Company during the year under review. The Board also places on record its deep appreciation for the committed and unstinted efforts with which all the employees have performed their duties and responsibilities during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mr. Richard D''Souza Mr. P. V. R. Murthy

Place : Mumbai Managing Director and Director

Date : 29th July, 2013 Chief Executive Officer

---

Mar 31, 2012

The Directors present hereunder the 25th Annual Report on the Business and operations of the Company along with the Audited Statement of Accounts of the Company and of the Group for the year ended 31st March, 2012. The financial results for the year are summarized as under:

1. FINANCIAL RESULTS

(Rs. in Lakhs)

2011-12 2010-11

Net Sales / Income From Operations 5,287 2,485

Other Operating Income 57 37

Operating Profit / (Loss) before interest and Depreciation (PBIDTA) 208 172

Finance costs 46 52

Depreciation 86 86

Operating Profit before tax 76 34

Other Income, net 107 97

Net Profit before tax and Exceptional Item 183 131

Exceptional Item - 15

Net Profit before tax and after Exceptional Item 183 146

Provision for taxation (37) -

Net Profit after Tax 146 146

Deficit Brought Forward From Previous Year (227) (374)

Balance carried to Balance Sheet (81) (227) Face value of Equity Shares (in Rupees) 10 10

EPS-Basic and Diluted (Before Exceptional Item) (in Rupees) 1.02 0.92

EPS-Basic and Diluted (After Exceptional Item) (in Rupees) 1.02 1.02

Book value per Share (in Rupees) 9.57 8.56

2. OPERATIONS

The total sales of the Company for the financial year ended on 31st March, 2012 was Rs. 5,287 Lakhs as against Rs. 2,485 Lakhs during the last financial year ended on 31st March, 2011 showing an increase of 113%. Similarly the net Profit before tax and Exceptional Item during the same periods were Rs. 183 Lakhs and Rs.131 Lakhs, showing a growth of 40%. This increase in sales and net Profit before tax and Exceptional Item is due to aggressive marketing and cost cutting measures taken wherever felt necessary and the Company has taken further steps to improve profitability for the current year.

The Consolidated Group sales stood at Rs. 5,353 Lakhs against Rs. 2,550 Lakhs during the preceding year, showing an increase of 110%. The Consolidated Group net Profit before tax and Exceptional Item during the year was Rs. 186 Lakhs as against Rs. 142 Lakhs in the previous year.

3. DIVIDEND

In view of the carried forward losses the Directors regret their inability to recommend any dividend to the Equity Shareholders of the Company for the year under review.

4. SUBSIDIARY COMPANIES

As on 31st March, 2012, the Company has only one wholly-owned foreign subsidiary, viz. Melstar Inc., in U.S.A.

The operations of Melstar Inc. on standalone basis for the year under review are as under:

Particulars 2011-12 2010-11

Foreign currency Indian Rs. Foreign currency Indian Rs.

Revenue US$ 137,136 Rs. 66 Lakhs US$ 144,704 Rs. 65 Lakhs

Profit US$ 8,598 Rs. 3 Lakhs US$ 27,362 Rs. 12 Lakhs

The profit during the previous year was mainly on account of sundry balances written back of US$ 21350 (equivalent to Rs. 10 Lakhs).

In view of the slowdown in the IT Industry of USA, no new projects were procured. However, the Company has delivered the existing projects successfully. The Company is looking for new projects with better margins during the current financial year.

Melstar UK Limited, a wholly-owned subsidiary, located at U.K., stands dissolved on 26th April, 2011 as indicated in the Companies House, UK website www.companieshouse.gov.uk.

Melstar Limited, a wholly owned subsidiary located at U.K. stands dissolved on 19th May, 2010 as advised by G C D Harrison, Liquidator vide their letter dated 5th July, 2010.

Pursuant to the application made to the Accounting and Corporate Regulatory Authority (ACRA), the name of Melstar Singapore Pte Limited, a wholly owned subsidiary located at Singapore, has been Struck Off on 5th October, 2010 by the said Regulatory Authority.

5. FINANCIAL STATEMENTS OF SUBSIDIARIES

In terms of General Circular issued by the Central Government under Section 212(8) of the Companies Act, 1956 vide Circular No. 5/12/2007-CL-III dated 08th February, 2011, it was decided to grant general exemption from attaching copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies to the Balance Sheet of the Company provided certain conditions are fulfilled. However, as required under the aforesaid approval, a summarized statement of financial position of the subsidiaries has been appended to the Annual Report elsewhere. In terms of Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements includes the financial information of all the Subsidiaries.

6. FUTURE PROSPECTS / OUTLOOK

Your Company is continuously working on strengthening the business. Your Company has been successfully executing major orders from prestigious customers and it has been enjoying the confidence of all customers across the country with repeat orders. Your Company has embarked on improving margins in all products by reducing the variable cost and rationalizing the fixed costs. The results of these initiatives are expected to yield in improving the overall profitability of the Company further during the current year. The Company expects to implement certain new business practice lines in the current financial year.

7. DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at March 31, 2012 and of the profit for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the directors have prepared the annual accounts on a 'going concern' basis.

The above statements have been noted by the Audit Committee at its meeting held on 25th May, 2012.

8. PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public or the Shareholders during the year under review.

9. PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions 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 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in the Annexure appended to this report.

11. CORPORATE GOVERNANCE

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges, and also a Management Discussion and Analysis Report are appended hereto and forms integral part of the Annual Report.

12. DIRECTORS

Pursuant to article 154 of the Articles of Association of your Company and Section 256 of the Companies Act, 1956, Mr. M. S. Adige and Mr. P. V. R. Murthy, Directors of the Company retires by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

13. AUDITORS

M/s. Kanu Doshi Associates, Chartered Accountants the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Directors commend their reappointment by the Members at the forthcoming AGM.

14. ACKNOWLEDGEMENTS

The Board wishes to express their deep appreciation for the assistance and co-operation received from various Regulatory and Government authorities, Stock Exchanges, Banks, Customers, Vendors, Business Associates and Shareholders of the Company during the year under review. The Board also places on record its deep appreciation for the committed and unstinted efforts with which all the employees have performed their duties and responsibilities during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mr. P. V. R. Murthy Mr. M.S. Adige

Director Director

Mumbai, 25th May, 2012

---

Mar 31, 2011

Dear Members,

The Directors present hereunder the 24th Annual Report on the Business and operations of the Company along with the Audited Statement of Accounts of the Company and of the Group for the year ended 31st March, 2011. The financial results for the year are summarized as under:

1. FINANCIAL RESULTS

Rupees in Lakhs 2010-11 2009-10

Net Sales / Income From Operations 2,485 1,949

Other Operating Income 37 18

Operating Profit / (Loss) before interest and Depreciation (PBIDTA) 170 (261)

Interest 49 50

Depreciation 86 93

Operating Profit / (Loss) before tax 34 (403)

Other Income, net 97 72

Net Profit / (Loss) before tax and Exceptional Item 131 (331)

Exceptional Item 15 -

Net Profit / (Loss) before tax and after Exceptional Item 146 (331)

Income tax Earlier Years (Net) - 3

Net Profit / (Loss) after Tax 146 (298)

Defi cit Brought Forward From Previous Year (374) (75)

Balance carried to Balance Sheet (227) (374)

Face value of Equity Shares (in Rupees) 10 10

EPS-Basic and Diluted (Before Exceptional Item) (in Rupees) 0.92 (2.09)

EPS-Basic and Diluted (After Exceptional Item) (in Rupees) 1.02 (2.09)

Book value per Share (in Rupees) 8.56 7.54

2. OPERATIONS

The total sales of the Company for the financial year ended on 31st March, 2011 were Rs. 2,485 Lakhs as against Rs. 1,949 Lakhs during the last financial year ended on 31st March, 2010 showing an increase of 28%. Similarly the net Profit /Loss after tax during the same periods were Profit Rs. 146 Lakhs and Loss Rs. 298 Lakhs, showing a growth of 149%. This increase in sales and net profit after tax is due to aggressive marketing and cost cutting measures taken wherever felt necessary and the Company has taken further steps to improve profitability for the current year.

The Consolidated Group sales stood at Rs. 2,550 Lakhs against Rs. 2,039 Lakhs during the preceding year, showing an increase of 25%. The Consolidated Group net Profit after tax during the year was Rs. 286 Lakhs as against Rs. 294 Lakhs in the previous year and includes Exceptional Items of Income of Rs. 145 Lakhs (Previous Year Rs. 530 Lakhs).

3. DIVIDEND

In view of the carried forward losses the Directors regret their inability to recommend any dividend to the Equity Shareholders of the Company for the year under review.

4. SUBSIDIARY COMPANIES

The Company has four wholly-owned foreign subsidiaries, viz. Melstar Inc., Melstar UK Limited (dissolved on 26th April, 2011), Melstar Limited (dissolved on 19th May, 2010), Melstar Singapore Pte. Limited (Struck Off as on 05th October, 2010)

The important developments that have taken place during the year under report in various subsidiaries of the Company are dealt with hereunder:

(a) US Subsidiary - Melstar Inc.

The operations of Melstar Inc. on standalone basis for the year under review are as under :

2010-11 2009-10

Particulars Foreign currency Indian Rs. Foreign currency Indian Rs.

Revenue US$ 144,704 Rs. 65 Lakhs US$2,65,052 Rs. 127 Lakhs

Profit US$ 27,362 Rs. 12 Lakhs US$ 2,35,827 Rs. 106 Lakhs

The profit during the previous year was mainly on account of recognition of net Deferred Tax Assets of US$ 176,082 (equivalent to Rs. 70 Lakhs).

In view of the slowdown in the IT Industry of USA, no new projects were procured. However, the Company has delivered the existing projects successfully. The Company is looking for new projects with better margins during the current financial year.

(b) UK Subsidiaries:

(i) Melstar Limited

As indicated in last year's report, Melstar Limited stands dissolved on 19th May, 2010 as advised by G C D Harrison, Liquidator vide their letter dated 5th July, 2010.

(ii) Melstar UK Limited

Melstar UK Limited stands dissolved on 26th April, 2011 as indicated in the Companies House, UK website www. companieshouse.gov.uk.

(c) Singapore Subsidiary - Melstar Singapore Pte Limited

Pursuant to the application made to the Accounting and Corporate Regulatory Authority (ACRA), the name of the Company has been Struck Off on 5th October, 2010 by the said Regulatory Authority.

5. FINANCIAL STATEMENTS OF SUBSIDIARIES

In terms of General Circular issued by the Central Government under Section 212(8) of the Companies Act, 1956 vide Circular No. 5/12/2007-CL-III dated 08th February, 2011. It was decided to grant general exemption from attaching copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies to the Balance Sheet of the Company provided certain condition are fulfilled. However, as required under the aforesaid circular, a summarized statement of financial position of the subsidiaries has been appended to the Annual Report elsewhere. In terms of Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements includes the financial information of all the Subsidiaries.

6. FUTURE PROSPECTS / OUTLOOK

Your Company is continuously working on strengthening the business. Your Company has been successfully executing major orders from prestigious customers and it has been enjoying the confidence of all customers across the country with repeat orders. Your Company has embarked on improving margins in all products by reducing the variable cost and rationalizing the fixed costs. The results of these initiatives are expected to yield in improving the overall profitability of the Company further during the current year. The Company expects to implement certain new business practice lines in the current financial year.

7. DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at March 31, 2011 and of the profit for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the directors have prepared the annual accounts on a ‘going concern' basis.

The above statements have been noted by the Audit Committee at its meeting held on 19th May, 2011.

8. PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public or the Shareholders during the year under review.

9. EMPLOYEES

In terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are set out in the Annexure appended to this report.

10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions 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 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in the Annexure appended to this report.

11. CORPORATE GOVERNANCE

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges, and also a Management Discussion and Analysis Report are appended hereto and forms integral part of the Annual Report.

12. DIRECTORS

Pursuant to article 154 of the Articles of Association of your Company and Section 256 of the Companies Act, 1956, Mr. Rajesh Shah retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

13. AUDITORS

M/s. Kanu Doshi Associates, Chartered Accountants the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Directors commend their reappointment by the Members at the forthcoming AGM.

14. ACKNOWLEDGEMENTS

The Board wishes to express their deep appreciation for the assistance and co-operation received from various Regulatory and Government authorities, Stock Exchanges, Banks, Customers, Vendors, Business Associates and Shareholders of the Company during the year under review. The Board also places on record its deep appreciation for the committed and unstinted efforts with which all the employees have performed their duties and responsibilities during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

(YASHOVARDHAN BIRLA) CHAIRMAN

Mumbai, 19th May, 2011

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Mar 31, 2010

The Directors present hereunder the 23rd Annual Report on the Business and operations of the Company along with the Audited Statement of Accounts of the Company and of the Group for the year ended 31st March, 2010. The financial results for the year are summarized as under:

1. FINANCIAL RESULTS

(Rupees in Lakhs)

2009-10 2008-09

Sales 1,949 1,824

Other income 90 102

Operating Profit/(Loss) before depreciation, interest and taxes (125) 26

Less: Depreciation 93 96

Less: Interest 50 29

Operating Loss before unusual item (268) (99)

Less: Provision for/write off of doubtful debts/advances, fixed assets 60 16

Loss before Taxation (328) (115)

Provision for taxation including FBT (0.50) (6)

Income tax earlier years (net)- Income 31 8

Loss after tax (298) (113)

Profit brought forward from earlier year (76) 37

Amount transferred to capital redemption reserve -- (0.20)

Balance carried to Balance sheet (374) (76)

EPS – Basic and Diluted (in Rupees) (2.09) (0.79)

Book value per Share (in Rupees) 7.54 9.63

2. OPERATIONS

The total sales on standalone basis and consolidated for the year under review were as under:

The sales of the Company stood at Rs. 1,949 Lakhs against Rs. 1,824 Lakhs and the Consolidated stood at Rs. 2,039 Lakhs against Rs. 2,868 Lakhs during the preceding year. The domestic business improved by 12% compared to previous year.

The operations of the Company during year under report resulted in a net loss of Rs. 298 Lakhs compared to the net loss of Rs. 113 Lakhs in the previous year.

Due to overall global meltdown, the IT industry in particular has been adversely affected and hence your Consolidated Company sales has declined compared to previous year.

In spite of recessionary condition in the Information Technology Industry, the business improved marginally.

3. DIVIDEND

In view of the current financial position the Directors regret their inability to recommend any dividend to the Equity Shareholders of the Company for the year under review.

4. SUBSIDIARY COMPANIES

The Company has four wholly-owned foreign subsidiaries, viz. Melstar Inc., Melstar UK Limited, Melstar Limited (dissolved on 19th May, 2010), and Melstar Singapore Pte. Limited.

The important developments that have taken place during the year under report in various subsidiaries of the Company are dealt with hereunder:

Melstar Inc.

In view of severe downturn in the IT industry in the US, Melstar Inc. could not expand operations during the year under report because of cash flow constraints. It is expected that the performance of the subsidiary would improve during the current financial year. The operating profit during the year was mainly on account of recognition of net Deferred Tax Assets of US$ 1,76,082 (equivalent to Rs. 79 Lakhs).

In view of severe downturn in the IT industry in UK and Singapore also, the performance of the UK and Singapore Subsidiary suffered adversely during the year under review.

UK SUBSIDIARIES:

(i) Melstar Limited As indicated in last years report, Melstar Limited stands dissolved on 19th May, 2010 as advised by G C D Harrison, Liquidator vide their letter dated 5th July, 2010.

(ii) Melstar UK Limited

The operations of Melstar UK Limited for the year under review are as under. The profit in the subsidiary is mainly on account of excess provision for expenses written back aggregating to GBP 14,664 (equivalent to Rs. 10 Lakhs).

SINGAPORE SUBSIDIARY - MELSTAR SINGAPORE PTE LIMITED

The Company made an application to the Accounting and Corporate Regulatory Authority to strike its name from the Register pursuant to Section 344 of the Singapore Companies Act and all relevant documents have been filed with the Registrar and the company is awaiting final certificate to that effect from the said Authority.

5. FINANCIAL STATEMENTS OF SUBSIDIARIES

In terms of the approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, vide its letter No. 47/125/2010-CL-III dated 25th March, 2010 copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached to the Balance Sheet of the Company. However, as required under the aforesaid approval, a summarized statement of financial position of the subsidiaries has been appended to the Annual Report elsewhere. In terms of Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements includes the financial information of all the Subsidiaries.

6. FUTURE PROSPECTS / OUTLOOK

The I.T. is coming out of the downturn and in India the industrys strength is growing. This presents a good overall opportunity for your company since the bulk of our business is in the domestic market.

The Company expects that as and when the US market also improves, we will build newer relationships in the USA.

7. DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at March 31, 2010 and of the loss for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the directors have prepared the annual accounts on a ‘going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on 09.08.2010.

8. PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public or the Shareholders during the year under review.

9. EMPLOYES

In terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are set out in the Annexure appended to this report.

10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions 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 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in the Annexure appended to this report.

11. CORPORATE GOVERNANCE

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges, and also a Management Discussion and Analysis Report are appended hereto and forms integral part of the Annual Report.

12. DIRECTORS

The Board of Directors in their meeting held on 5th May, 2010 has appointed Mr. Richard DSouza, present Chief Executive Officer as Manager pursuant to Section 269 of the Companies Act, 1956.

Mr. S. M. Arora has resigned from the office of the Managing Director of the Company with effect from 30.06.2010. The Board records its appreciation for the valuable contribution made by him during his tenure as a Managing Director of the Company.

Pursuant to Article 154 of the Articles of Association of your Company and Section 256 of the Companies Act, 1956, Mr. P V R Murthy and Mr. Anoj Menon retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

13. AUDITORS

M/s. deloitte haskins & sells, Chartered Accountants, auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. deloitte haskins & sells Chartered Accountants, expressing their unwillingness to be re-appointed as Auditors.

Based on the recommendation of the Audit Committee, the Board of Directors proposes the appointment of M/s. Kanu doshi associates Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. Kanu doshi associates, Chartered Accountants, have expressed their willingness to act as Statutory Auditors of the Company, if appointed and have further confirmed that said appointment would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

14. ACKNOWLEDGEMENTS

The Board wishes to express their deep appreciation for the assistance and co-operation received from various Regulatory and Government authorities, Stock Exchanges, Banks, Customers, Vendors, Business Associates and Shareholders of the Company during the year under review. The Board also places on record its deep appreciation for the committed and unstinted efforts with which all the employees have performed their duties and responsibilities during the year under review.



FOR AND ON BEHALF OF THE BOARD OF DIRECTORS



(YASHOVARDHAN BIRLA)

CHAIRMAN

Mumbai, 9th August, 2010