Directors Report of Otco International Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 43^rd Annual Report of the company together with the Audited statements of Accounts for the year ended March 31, 2024.

1. Financial Results:

A summary of the company’s financial results for the financial year 2023-24 is as Under:

(Rs in Lacs)

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue from operation	201.45	126.61
Other Income	0.15	17.34
Profit / (loss) before tax (after exceptional item)	7.30	9.67
Tax Expenses (Including Deferred Tax)	1.01	1.31
Profit / (loss) after tax	6.30	8.36

2. Financial Performance

During the financial year ended 31st March, 2024, your company’s revenue was Rs.201.60 lakhs as compared to the previous period revenue of Rs. 143.95 lakhs. The net profit for the financial year was Rs. 6.30 lakhs as compared to last year profit of Rs. 8.36 lakhs. During the year there was an increase in revenue from operations but cost of service also increased simultaneously.

3. Dividend

Your directors do not recommend dividend for this year.

4. Share Capital

There is no change in share capital during the financial year.

5. Information about the performance of Subsidiaries / Associates/ JV The Company has no Subsidiaries / Associates/ JV as on date.

6. Corporate Governance

The corporate governance norms as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to Company. However, the same are being complied with by the Company voluntarily.

7. Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 as amended, Annual Return for the financial year ended March 31, 2023 made under the provisions of Section 92(3) of the Act will be available on the company website. The web link is https://otco.in/asset/uploads/portfolio/pdf/annual-return-fy-2022-23.pdf

8. Management Discussion and Analysis

As required under regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year under review is enclosed as Annexure-A to this report.

9. Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Sailesh K R, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr. Sailesh K R has been given in the Notice convening the Annual General Meeting.

Further Mr. Pradeep Kumar Panda was appointed as additional Executive Director on 12^th August, 2024. The Board recommends his appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr. Pradeep Kumar Panda has been given in the Notice convening the Annual General Meeting.

Mr. Amitkumar Mahendran, not meeting the criteria of Independent Director due to non-passing of the Online Proficiency Self-Assessment Test conducted by IICA in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 was ineligible from continuing in office as an Independent Director. The Board of Directors has reviewed his resignation and ensured compliance with legal and regulatory requirements.

Mr. Shaine Mundaplakkal Sunny was appointed as Non-Executive and Independent Director on 12^th August, 2024. The Board recommends his appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. A brief profile of Mr. Shaine Mundaplakkal Sunny has been given in the Notice convening the Annual General Meeting.

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 Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. Number of Meetings of the Board

The Board met 6 (six) times during the financial year. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

11. Key Managerial Personal

The following are the Key Managerial Personnel of the Company:

1. Ms. Bagyalakshmi Thirumalai: Whole time Director

2. Ms. Madhusmita Panda: Chief Financial officer

3. Mr. Raj Kishor Chourasia: Company Secretary & Compliance officer

12. Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders Relationship Committee

13. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Directors. The Board of Directors expressed their satisfaction with the evaluation process.

14. Business Growth

During the year there was significant change in revenue compared to last year but faced problem of high cost of service and stiff competition in the market.

15. Particulars of Loans, Guarantees or Investments by the Company under Section 186 of the Companies Act, 2013

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

16. Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy to report genuine concerns or grievances & to provide adequate safeguards against victimization of persons who may use such mechanism. The Whistle Blower Policy has been posted on the website of the Company viz. www.otco.in.

During the year under review no complaints were received by your Company.

17. Remuneration Policy of the Company

The Current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management.

The policy of the Company on director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-Section (3) of Section 178 of the Companies Act, 2013 is available on the company website.

18. Related Party Transactions

All transactions entered with related parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoter, Directors or Key Managerial Personnel. All related party transactions are mentioned in the Notes to the Financial Statements.

19. Significant & Material Orders Passed by the Regulators

No significant and material orders has been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations

20. Director’s Responsibility Statement

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

(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.

(b) for the financial year ended March 31, 2024, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended March 31, 2024.

(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) the annual financial statements have been prepared on a going concern basis.

(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

21. Auditors

(a) Statutory Auditor:

M/s B N Misra & Co , Chartered Accountants (FRN: 321095E) was appointed as the Statutory Auditor of the Company for a period of 5 years starting from the financial year 2023-2024 to 2027-2028.

The Independent Auditors’ Report does not contain any reservation or adverse remark for the year under review.

(b) Cost Audit:

The Provision of cost audit requirements is not applicable to the Company.

(c) Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the company has appointed of Mr. V. NAGARAJAN, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report (in Form MR-3) is enclosed as Annexure-B to this Report.

The Secretarial Audit Report does not contain any reservation or adverse remark.

22. Internal Control systems and their adequacy

Your Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company has adequate internal control procedures and systems commensurate with its size, scale and complexities of its operations. The main trust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Company’s internal control systems to provide reasonable assurance for:

> Safeguarding Assets and their usage.

> Maintenance of Proper Accounting Records and

> Adequacy and Reliability of the information used for carrying on Business Operations.

> Compliance of laws and regulations.

The Company has well laid-out policy guidelines, structured authority levels to ensure adequate internal control levels. The management and the Audit Committee of the Board review the periodically the adequacy of the internal control and the management control systems, so as to be in line with changing requirements. The company has an internal auditor to carry out internal audit work and coordination with Audit committee.

23. Prevention of Sexual Harassment at Workplace

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has constituted

Internal Complaints Committees. As per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace.

There were no complaints received during the period under review.

24. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

25. Risk Management Policy

The Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its management should collectively identify the risks impacting the Company’s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

26. Corporate Social Responsibility Policy

As per the provision of Section 135 of Companies Act, 2013 every Company having net worth of Rupees Five Hundred Crore or more, or turnover of Rupees One thousand crore or more or a net profit of Rupees five crore or more during the immediately preceding financial year shall constitute a CSR Committee and the Company should spend at least 2% of average net profit of three immediately preceding financial years in every financial year. As the Company does not fall within the above guidelines, compliance of this clause does not arise as of now.

27. Conservation of Energy, Technology Absorption and Foreign Exchange outgo

The Particulars as prescribed under sub-Section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

(1) CONSERVATION OF ENERGY: The average consumption of Electricity per unit in the Financial Year 2023-2024 is NIL.

(2) TECHNOLOGY ABSORPTION: NIL

(3) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Exchange used and earned (Rs in Lacs)

Particulars	2023-24	2022-23
i. Foreign Exchange earned including Direct and Indirect exports	NIL	NIL
ii. Foreign Exchange used	NIL	NIL

28. Particulars of Employees and Related Disclosures

There are no employees drawing remuneration in excess of limit set out in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure -C.

29. Material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report

There are no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of this report.

30. Composition of Audit Committee:

As per the provisions of Section 177(8) of the Companies Act 2013, the composition of Company’s Audit Committee is stated below:

Name of Member	Directorship of Member	Designation
Mr. Arun Dash	Non- Executive, Independent Director	Chairman
Mr. Shaine Mundaplakkal Sunny*	Non- Executive, Independent Director	Member
Ms. Bagyalakshmi Thirumalai	Whole time Director	Member

*Due to resignation of Mr. Amitkumar Mahendran, Mr. Shaine Mundaplakkal Sunny was inducted in the committee with effect from 12^th August, 2024.

31. Deposits

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2024.

32. Appreciation

Your Directors wish to place on record, their deep sense of appreciation to all employees, for their support and for adapting to the values of the company. The Board also immensely thanks all the Shareholders, Government authorities, bank, customers, business associates and other Stakeholders for their continued and consistent support to the Company.

Place: Bangalore For and on behalf of the Board of Directors

Date: 12.08.2024

Mr. Arun Dash Ms. Bagyalakshmi Thirumalai

Director Whole time Director

DIN:-07972670 DIN: -08186335

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Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 34th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015 as under:-

1. FINANCIAL RESULTS: (Rs in Lacs)

Year ended Year ended Particulars 31st March, 31st March, 2015 2014

Income from operations 161.11 8.65

Total Expenditure 153.50 8.21

Profit before Interest, Depreciation & Tax 8.12 1.22

Interest 0.00 0.08

Profit before Depreciation & Tax (PBDT) 8.12 1.14

Depreciation 0.51 0.70

Profit before Tax (PBT) 7.61 0.44

Provision for Taxation 1.23 0.00

Profit After Tax (PAT) 6.38 0.44

2. COMPANY PERFORMANCE

During the year under review the company received a few jobs for soft ware services and hence this income.

3. DIVIDEND:

In view of past carry forward losses, your Directors do not recommend any dividend for this year.

4. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are no employees drawing remuneration in excess of limit set out in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure -A

5. CORPORATE GOVERNANCE

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in Clause 49 of the Listing Agreement. All the Directors (and also the members of the Senior Management) have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. The details of the Code of Conduct are furnished in the Corporate Governance Report attached as Annexure-B to this Report.

The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to Clause 49 of the Listing Agreement and have certified the compliance, as required under Clause 49 of the Listing Agreement. The Certificate in this regard is attached as Annexure-C to this Report.

The CEO certification as required under Clause 41 of the Listing Agreement is attached as Annexure-D to this Report.

Related Party disclosures/transactions are detailed in Note 2.17 of the Notes to the financial statements.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

The details about the appointment, re-appointment, change in designation, resignation of Directors and KMP, are as follows.

SL Name Designation Effective date Remarks No

1. Mr. Collin R Executive and Non 20.03.2015 Re designated as Timms independent Director(Executive and Non- Director & Chief independent) and ceased to be a Executive Officer CEO

2. Mr. Ramkant Additional 18.06.2014 Resigned Panda Director

3. Mr. Francis Inthru Director 24.09.2014 Resigned Alphonso

4. Ms. Chinnamma Additional 20.03.2015 Appointed as Additional Director Pullattu Mathew Director (Executive and Non - Independent Director)

5. Ms. Chinnamma CEO 05.05.2015 Her designation changes as Pullattu Mathew Director(Executive & Non Indeoendent) and CEO.

6. Mr. Bikash Dash CFO 11.11.2014 Appointed

Ms.Chinnamma Pullattu Mathew, Director & CEO, Mr. Manas Ranjan Sahoo, Company Secretary and Mr.Bikash Dash, Chief Financial Officer were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of their Independence.

7. LISTING WITH STOCK EXCHANGES:

The Company's shares are currently listed in the BSE and the listing fees has been paid covering the period till 31st March, 2016.

Voluntary Delisting of Company's Equity Shares from the Bangalore Stock Exchange Limited SEBI vide its "Exit Order" No.WTM/RKA/MRD/163/2014 issued on December 26, 2014 to Bangalore Stock Exchange, SEBI has allowed its exit and voluntary de-recognition. Consequently our company's shares are automatically delisted from this exchange with effect from the aforesaid date.

8. AUDITORS:

M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, Chennai, retire at the close of this Annual General Meeting and are eligible for re-appointment. They can be appointed for a term of 5 years and hence they are now considered for reappointment for a period of five years subject to ratification in the AGMs every year. The Company has received confirmation from the auditor regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company.

As required under Clause 41 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Committee and the Board of Directors have recommended the appointment of the Auditors for the financial year 2015-16. The necessary resolution is being placed before the shareholders for approval.

9. COST AUDIT

The Provision of cost audit requirements is not applicable to the Company.

10. Compliance under Companies Act, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company has complied with the compliance requirements and the details of compliances under Companies Act, 2013 are enumerated in below given sections.

11. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 as on March 31, 2015 is attached as Annexure-E to this Report.

12. BOARD MEETINGS HELD DURING THE YEAR

During the year, 8 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure-B to this Report

13. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

(a) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

(b) for the financial year ended March 31, 2015, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended March 31, 2015.

(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) the annual financial statements have been prepared on a going concern basis.

(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

14. Remuneration Policy of the Company.

At present the company is not paying remuneration to directors. Regarding employees the company proposes to evolve a clear policy once it reestablishes its business activities.

15. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Mr. S.SHREENIVASAN, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-F to this Report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has no secured loans, unsecured loans, current/non-current investments, guarantees, securities extended as per the provision of Section 186 of the Companies Act, 2013.

17. RELATED PARTY TRANSACTIONS:

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arm's Length pricing basis.

There were no materially significant transactions with Related Parties during the financial year 2014- 15 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note2.17 of the Notes to the financial statements.

18. Material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2015 and May 5, 2015 (date of the Report)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2015) and the date of the Report (May 5 , 2015).

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

The information in pursuance of Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed as Annexure:-G.

20. RISK MANAGEMENT POLICY:

Risk Management policy is annexed to the Director's Report in Annexure:-H

21. CORPORATE SOCIAL RESPONSIBILTY POLICY:

As per the provision of section 135 of Companies Act, 2013 every Company having net worth of Rupees Five Hundred Crore or more, or turnover of Rupees One thousand crore or more or a net profit of Rupees five crore or more during any financial year shall constitute a CSR Committee and the Company should spend at least 2 % of average net profit of three immediately preceding financial years in every financial year. As the Company does not fall within the above guidelines, compliance of this clause does not arise as of now.

22. FORMAL ANNUAL EVALUATION:

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior, in consonance with the Company's Code of Conduct policy for its employees and also for the Board of Directors. The honesty, integrity and sound judgment and performance of the Directors and the Senior Management are key criteria for the success and for building a good reputation of the Company. Each Director and executive in the Senior Management is expected to comply with the letter and spirit of this Policy. Apart from this Code, The Code of Conduct for Directors/Employees shall also be applicable, additionally and specifically to the Senior Management of the Company Mutatis Mutandis. Any actual or potential violation of these Codes by the Board Directors would be the matter of serious concern for the Company.

23. VIGIL MECHANISM/Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) rules, 2014 and clause 49 of the Listing Agreement, the Board of directors had approved the Policy of Vigil Mechanism/Whistle Blower and the same was hosted on the web site of the Company. The Policy inter alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby confirms that no director / employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Brief details about the policy are provided in the Corporate Governance Report attached as Annexure B. to this Report.

24. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JV

The Company has no Subsidiaries / Associates/ JV as on date.

25. DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

27. Internal Control systems and their adequacy

Details of the same are provided in the Management Discussion and Analysis Report attached as Annexure-I to this Report.

28. ACKNOWLEDGEMENT:

The Directors wish to express their appreciation for the continued assistance and co-operation received from the Government authorities, bank, customers, business associates and members during the year under review. Your Directors also wish to thank all the employees for their contribution, support and continued cooperation through out the year.

Place: Bangalore For and on behalf of Board

Date: 05.05.2015

Mr. Collin R. Timms Ms. Chinnamma P Mathew

Director Director

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 33rd Annual Report along with the Audited Statement of Accounts for the year ended 31st March, 2014 as under:

FINANCIAL HIGHLIGHTS

PARTICULARS Year ended Year ended 31st March, 14 31st March, 13

Income from operations 8.65 0.00

Other Income 0 0.00

Total Income 8.65 0.00

Total Expenditure 8.21 155.58

Profit/(Loss) before Interest,Depreciation & Tax 1.22 (154.53)

Interest 0.08 0.00

Profit / (Loss) before Depreciation & Tax (PBDT) 1.14 (154.53)

Depreciation 0.70 (1.04)

Profit / (Loss) before Tax (PBT) 0.44 (155.58)

Provision for Taxation 0.00 6.72

Profit / (Loss) After Tax (PAT) 0.44 (148.86)

DIVIDEND:

In view of losses Your Directors does not re commend any dividend for this year. FIXED DEPOSIT:

During the year under review, the Company has not accepted any Deposits from Public.

DIRECTORS:

As per the Articles of Association Mr. Kesavan Ramadasan, Mr. Shaine Sunny Mundaplakkal & Mr. Subrahmaniya Sivam Ramamurthy retires by rotation but being eligible, offers himself for reappointment and Independent Directors are appointed for fixed terms of 3 years

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956 & section 134 (5) of Companies Act 2013, the Board of Directors of the Company hereby state and confirm that:

In the preparation of the Annual Accounts, the applicable accounting standards were followed:

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

(ii) The Director''s have selected such accounting policies and applied them consistently and made judgments and estimate 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 profit or loss of the company for the year ended under review.

(iii) That the director''s have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the Director''s have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER REMARKS

In Para 9(a) of Annexure to independent auditor''s Report, it is mentioned that the Company is regular in depositing all undisputed statutory dues except the following:-

- Provision for tax (FBT) :- Rs 31500/-

- VAT:- Rs.1000/-

- TDS:-Rs. 1759/-

The Board has considered the above and is making arrangements for paying the same during the financial year 2014-15.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate

governance. Pursuant to Clause-49 of listing agreement to the Stock Exchange Corporate Governance Report and Auditors'' certificate on its compliance is annexed and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The details of Conservation of energy, Technology Absorption and Foreign Exchange earnings and outgo as per section 217(1) (e) read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 as amended are given in the Annexure-I forming part of this report.

AUDITORS:

The Company''s Auditors M/s. C. Ramasamy & B. Srinivasan will retire at the conclusion of ensuing Annual General Meeting and offer themselves for reappointment.

AUDITORS'' REPORT:

Notes forming part of the Accounts, which are specifically, referred to by Auditors in the Report are self-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There is no employee of the company drawing total remuneration of Rs.60,00,000 p.a. orRs.5,00,000 p.m. as required u/s 217 (2A) of The Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all their valued customers, business associates and vendors for their kind support. The Directors also record their appreciation for the sincere and dedicated efforts put in by all the employees at all levels for their contribution towards this performance. The co-operation of our bankers ICICI Bank have been commendable and have helped us throughout the year. The Management also thanks their share holders.

Place: Bangalore For and on behalf of Board Date: 29.05.2014 Sd/- Mr. Collin R. Timms Chairman & Director

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Mar 31, 2010

The directors are pleased to present the 29th Annual Report together with the Audited accounts of your company for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS (Rs. In Lakhs)

PARTICULARS 2009-2010 2008-2009

Income from Software Maintenance 9.16 9.26

Income from Statistical & Data Analysis 0 15.50

Other Income 0 .25

Total Income 9.16 25.02

Total Expenditure 13.26 37.67

Profit / (Loss) before Interest, Depreciation & Tax 4.10 12.64 (PBIDT)

Interest 0 0

Profit / (Loss) before Depreciation & Tax (PBDT) 4.10 12.64

Depreciation 4.39 6.87

Profit / (Loss) before Tax (PBT) 8.49 19.52

Provision for Taxation 0 .29

Profit / (Loss) After Tax (PAT) 8.11 19.59

OPERATIONS (PERFORMANCE)

The Company is in the fifth year of its Credit Referencing Business. OTCOs application for Certificate of Registration with the Reserve Bank of India was under process for the last 4 years. The Reserve Bank of India in February, 2010 has issued a letter rejecting the Companys Application for Registration as a Credit Information Company under the Credit Information Companies (Regulation) Act 2005, and has not substantiated valid reasons known in public domain or rejecting our application for Registration. OTCO has in response to this letter filed an Appeal against the Order passed by the Reserve Bank with the Appelate Authority in the Ministry of Finance, New Delhi challenging it. Our Appeal under the provisions of the Credit Information Companies (Regulation) Act, 2005, Rules 2006 and Regulations 2006 are pending with the Appelate Authority in this matter. The Company has sufficient grounds to believe that our Application to the Reserve Bank merits Registration and are confident that our Appeal will be heard and order will be passed by the Appellate Authority in the Ministry of Finance in favor of the Company.

We are confident that on Registration with the Reserve Bank the Company will be able to quickly roll out its operations in the following financial year and start generating revenue from its network of Credit Institutions.

Your Directors seek your co-operation in passing the resolutions proposed in the Notice to the Annual General Meeting.

DIVIDEND:

In view of losses incurred, the Board does not recommend any dividend this year.

FIXED DEPOSITS:

Your company has not accepted any Fixed Deposits and the provisions of Section 58A of Companies Act, 1956 are not applicable to the company.

SATUTORY INFORMATION:

There were no employees during the year ending 31st March 2010 in respect of whom the particulars are required to be disclosed with reference to Section 217 (2A) of Companies Act, 1956.

PRESENT DIRECTORS OF THE COMPANY

Mr. Collin R. Timms

Mr. Francis I. Alphonso

Mr. S. Gokul

Dr. Tim Drye

Mr. Arvind Agrawal

In accordance with the provisions of Article 85 of the Articles of Association, Mr. S. Gckul retires by rotation, and being eligible, offers himself for reappointment.

STATUTORY AUDITORS:

M/s Venkatachalam Aiyer & CO, Chartered Accountants, Auditors of the company retires, and being eligible, offer themselves for re appointment. Your directors recommended their reappointment. Shareholders are requested to consider their reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) That the preparation of the Accounts for the financial year ended 31st March 2010 the applicable accounting standards have been followed along with proper explanation relating to the material departure.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimate 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 profit or loss of the company for the year ended under review.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The operations of the company are not energy intensive. Adequate measures have however, been taken to reduce energy consumption. No technology was imported during the year

FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year, earning in foreign exchange is Nil. The total foreign exchange outflow during the year was Nil.

REPORT ON CORPORATE GOVERNANCE

The Corporate Governance requirements are not mandatory for your company. However, your company has made a voluntary compliance of corporate Governance by forming a Share Transfer and Shareholders grievances Committee to attend to share transfers, transmissions, demat and other related activities.

INFORMATION PURSUANT TO SECRETARIAL STANDARD 2

General Body Meeting held during the past three years

Date of Meeting Type of Meeting

29-09-2007 Annual General Meeting

31-12-2008 Annual General Meeting

31-12-2009 Annual General Meeting

ACKNOWLEDGEMENT:

Your directors place on record th ;ir appreciation of the continued assistance co-operation extended to your company by the Employees at all levels, customers, Business Associates, Bankers and Vendors.

Your directors thank the Government, Stock Exchanges and other Government Agencies for their support during the year.

Your involvement as Shareholders is greatly valued. Your Directors look forward to your continued support.

For and on Behalf of the Board

Bangalore COLLIN R. TIMMS FRANCIS I. ALPHONSO

Date: 03.09.2010 DIRECTOR DIRECTOR