Popees Cares Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2024

Your Directors have pleasure in presenting the 30^th Director''s Report of M/s. Popees Cares Limited (Formerly known as Archana Software Limited) (the Company) and along with it, the Audited Financial statements for the Financial year ended 31^st March 2024.

1. FINANCIAL RESULTS:

The financial results of the Company for the year ended 31^st March 2024 is summarized below:

(Rs. In thousands)
PARTICULARS	2023-24	2022-23
	(Rs.)	(Rs.)
Revenue from operations	-	6.00
Other Income	-	-
Total Income	-	6.00
Total expenses	27,993.05	1,215.85
Profit/(Loss) before tax	(27,993.05)	(1,209.85)
Exceptional Item	-	-
Transfer to Reserve
Profit / (Loss) carried to Balance	(24,464.67)	(1,209.85)
sheet

2. BUSINESS PERFORMANCE:

During the Financial year under review, your company has made loss of Rs. (24,464.67) as against loss of Rs. (1209.85) (Rs. In thousands) in the previous financial year.

3. NATURE OF BUSINESS:

During the Financial Year under Review, the Company has expanded its operations under present management and most importantly to make the Company''s Name in line with its objects and the vision of promoters who are well established in Baby care product segment under the brand “Popees”

4. CHANGE IN NAME OF THE COMPANY:

During the Financial Year Under Review, the Board of Directors of the Company at their meeting held on 04^th December, 2023 have approved the change of name of the Company from Archana Software Limited to “Popees Cares Limited”. The Members of the Company have approved the change of Company''s name vide Special Resolution passed at the Postal Ballot of the Company held on 25^th January, 2024. Consequently, the Company obtained new Certificate of Incorporation pursuant to change of name dated 05^th April, 2024 from the Registrar of Companies, Chennai.

5. SHARE CAPITAL:

During the financial year under review, the authorized Share Capital of the Company was increased from existing Rs.7,00,00,000/- (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lacs) Equity Shares of Rs.10/- (Rupees Ten only) to Rs.20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs.10/- (Rupees Ten) each vide Special Resolution passed at the Postal Ballot of the Company held on 25^th January, 2024.

6. DIVIDEND:

The Board of Directors wish to conserve the profit for future development and expansion and hence have not recommended any dividend for the financial year 202324.

7. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the financial year 2023-24.

8. TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the general reserve of the Company.

9. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There were no related party transactions that were entered into during the financial year (annexure II) in form AOC-2. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated personnel or other designated persons, which may have potential conflict with interest of the company at large.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:• Industry Structure & Developments

The Indian baby clothing industry has seen significant developments from 2022 onwards, driven by several key factors. One of the most impactful is the growing awareness among parents about the need for high-quality, skin-friendly fabrics for their children. This trend is fuelled by an increase in disposable income and exposure to global standards, leading parents to seek premium, comfortable, and safe clothing options for their babies. Additionally, the influence of Western fashion trends through e-commerce platforms has set higher expectations for quality and design in the Indian market. As a result, there is a noticeable shift towards branded clothing, with a focus on materials that cater to the sensitive skin of infants. The rise of organized retail and the penetration of digital channels have further facilitated the growth and evolution of the baby clothing segment in India.

• Opportunities & Threats

The growing population of young Indian parents, coupled with a rise in disposable income, presents significant opportunities for the baby clothing industry. As more parents become aware of the importance of high-quality, baby-sensitive fabrics, there is an opportunity to establish strong brand loyalty by offering products that meet these expectations. The influence of Western brands through e-commerce has also raised the bar for quality and design, making it an ideal time for domestic brands to innovate and capture market share. However, the industry faces considerable threats, particularly from the increasing costs in the supply chain. The baby textile industry, with its high inventory costs, is vulnerable to fluctuations in raw material prices and logistics expenses. Moreover, the competition is intensifying, with both local and international players vying for the attention of the same target audience. This has led to a surge in advertising and brand-building costs, putting pressure on margins and profitability.

• Risks & Concerns

The baby clothing industry is fraught with risks, primarily stemming from the complex supply chain dynamics and rising operational costs. The industry''s reliance on high-quality fabrics and stringent safety standards means that even small disruptions in the supply chain can lead to significant financial losses. Additionally, the rising costs of raw materials, coupled with the need to maintain large inventories, pose a constant threat to profitability. The increasing competition, both from domestic and international brands, also adds to the pressure, as companies are compelled to spend more on marketing and promotional activities to maintain visibility and consumer interest. These factors, combined with the volatility in consumer spending, make it challenging to sustain growth in such a competitive landscape.

• Outlook

Looking ahead, the focus for this year will be on establishing our retail presence through strategic partnerships. This approach will allow us to create spaces where consumers can physically interact with our brand and products, thereby enhancing brand loyalty and customer engagement. While this expansion strategy may impact profitability in the short term due to the initial investments required, it is expected to lay a strong foundation for capturing market share and driving revenue growth in the coming years. We believe that by establishing a robust retail network and strengthening our brand presence, we will be well-positioned to capitalize on the opportunities presented by the growing demand for high-quality baby clothing in India.

12. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis.

13. NOMINATION AND REMUNERATION POLICY:

Popees Cares Limited has constituted a Nomination and Remuneration Committee and the Committee has formulated a Nomination, Remuneration and Evaluation Policy to provide a framework and set standards for the nomination and remuneration of the Directors, Key Managerial Personnel and Other employees and evaluation of the Directors. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management. The remuneration policy approved by the board of Directors is available on the website of the Company www.popeescares.com

14. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.popeescares.com

a) Code of Conduct for Directors and Senior Management

b) Nomination and Remuneration Policy

c) Policy on Disclosure of Material Events

d) Policy on preservation of Documents

e) Policy on archival of data

f) Whistle Blower Policy

g) Policy on Related Party Transactions

h) POSH Policy

i) Dividend Distribution Policy

j) Policy on Material Subsidiary

Since your Company''s Paid-up Capital and Net worth is less than Rs.10 Crores and Rs. 25 Crores respectively, the provisions of SEBI (LODR) Regulations, 2015 relating to corporate governance is not applicable.

15. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Information of employees as per Rule 5(2) of the said Act for the year is “Nil”.

16. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

Training on all sectors is given to its employees periodically and motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

17. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The policy is uploaded and can be viewed on the Company''s website www.popeescares.com

During the year and under review the Company has not received any complaints on sexual harassment.

18. PARTICULARS OF SUBSIDIARIES. ASSOCIATES AND IOINTVENTURE COMPANIES:

The Company does not have any Subsidiaries, Associates and Joint Venture Companies.

19. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT:

During the Financial Year Under Review, the Following material changes and commitments occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, affecting the financial position of the company:

• Change in Management of the company consequent to the takeover of the Company.

• Increase in the Authorized share capital of the company from existing Rs.7,00,00,000/- (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lacs) Equity Shares of Rs.10/- (Rupees Ten only) to Rs.20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs.10/-(Rupees Ten) each vide Special Resolution passed at the Postal Ballot of the Company held on 25^th January, 2024.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL AND CHANGE IN BOARD OF DIRECTORS DURING THE FINANCIAL YEAR :

The following directors were appointed consequent to the takeover of the Company with effect from 09^th November 2023 :

Mr. Shaju Thomas	Managing Director
Mr. Sivadas Chettoor	Independent Director
Mrs. Indu Kamala Ravindran	Independent Director
Mrs. Linta Purayidathil Jose	Non- Executive Director
Mr. Suresh Menon	Non- Executive Director

Mr. Suresh Thekkemalaikkal Ramakrish	Independent Director
Achary

The following directors resigned consequent to the takeover of the Company witheffect from 09^th November 2023:

Mr. S. Vasanth Kumar	Non-Executive Director
Mr. A. Vishnu Sankar	Whole Time Director
Mr. S. Sonaachalam	Independent Director
Mr. V. Paranthaman	Independent Director
Mrs. P. Parimala	Independent Director

Directors'' appointment / Re-appointment:

> Appointment of Mrs. Linta Purayidathil Jose (DIN: 06413031) who retires by rotation and being eligible offers herself for re-appointment.

Company Secretary, CEO & Chief Financial Officer:

	Mr. Krishnan Ramakrishnan Iyer	Company Secretary and Compliance Officer
	Mr. Pattappan Appusami	Chief Executive Officer
	Mr. RajMohan Chinnaraja	Company Secretary and Compliance Officer
	Mr. Josmin Jose (Appointed w. e. f 10th February 2024) (Resignation w. e. f 27th April 2024)	Company Secretary and Compliance Officer
	Mr. Rahul Mohan (Appointed w. e. f 10th February 2024) (Resignation w. e. f . 03rd July 2024)	Chief Financial Officer
Composition of committees of the Board:
	Audit Committee
	Mr. Sivadas Chettoor	Chairman
	Mrs. Indu Kamala Ravindran	Member
	Mr. Suresh Menon	Member
	Nomination and Remuneration Committee
	Mrs. Indu Kamala Ravindran	Chairman
	Mr. Sivadas Chettoor	Member
	Mrs. Linta Purayidathil Jose	Member

Stakeholders Relationship Committee
Mr. Sivadas Chettoor	Chairman
Mrs. Linta Purayidathil Jose	Member
Mr. Shaju Thomas	Member

21. NUMBER OF MEETINGS OF THE BOARD AND BOARDS’ COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

Meeting	No. of Meetings during the Financial Year 2023-24	Date of the Meeting
Board Meeting	8	24.05.2023, 14.08.2023, 09.11.2023, 04.12.2023, 23.12.2023, 13.01.2024, 19.01.2024, 10.02.2024
Audit Committee	5	24.05.2023, 14.08.2023, 09.11.2023, 04.12.2023, 10.02.2024
Nomination & Remuneration Committee	2	09.11.2023, 10.02.2024
Independent Directors	1	24.05.2023,

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2023-24, no employee has been denied access to the Audit

Committee. The vigil mechanism policy is also available on the Company''s website www.popeescares.com

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors'' report, key issues and areas of improvement, significant processes and accounting policies.

24. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the Board and its Committees were carried out during the year under review.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a) Attendance of Board Meetings and Board Committee Meetings.

b) Quality of contribution to Board deliberations.

c) Strategic perspectives or inputs regarding future growth of Company and its performance.

d) Providing perspectives and feedback going beyond information provided by the management.

e) Commitment to shareholder and other stakeholder interests.

f) The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

25. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is following the applicable Secretarial Standards as prescribed and formulated by the Institute of Company Secretaries of India during the financial year 2023-24, to the extent as applicable.

26. INDEPENDENT DIRECTORS:a) Declaration of Independent Directors:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of

Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6).

b) Independent Directors Meeting:

The meeting of the Independent Directors was held on 24^th May, 2023 as per schedule IV of the Companies Act, 2013.

c) Familiarisation Programme for Independent Directors:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.popeescares.com

27. LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE Limited and the Company confirms that it has paid the annual Listing Fees for the year 2023-24.

28. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

29. AUDITORS AND AUDITORS REPORT:a) STATUTORY AUDITORS:

M/s. N Raja & Associates, Chartered Accountant, Statutory Auditors has shown their inability to continue as Statutory Auditors of the Company due to change in management subsequent to open offer and have tendered their resignation vide their resignation letter dated December 02, 2023 resulting into a casual vacancy in the office of Statutory Auditors of the company. Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and all other applicable laws, if any, casual vacancy caused by the resignation of Auditors can be filled by the Board subject to the approval of the members.

Further, as per the recommendation of the Audit Committee, the Board proposes and recommends that , M/s. Mahesh C Solanki & Co, Chartered Accountants Firm (FRN-006228C) be appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. N Raja & Associates, Chartered Accountants and shall hold office up to the conclusion of the ensuing General Meeting of the Company.

M/s. Mahesh C Solanki & Co, Chartered Accountants (FRN- 006228C), have conveyed their consent for the appointment as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

The Auditors'' Report for Financial Year ended 31st March 2024 does not contain any qualification, reservation or adverse remark. Hence, there is no requirement for the Board to provide any explanation or comment on the same. The Auditors'' Report is enclosed with the financial statements in the Annual Report and the same is selfexplanatory.

b) SECRETARIAL AUDITOR & REPORT:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. Lakshmmi Subramanian of M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries (Membership No.3534 CP:1087) was appointed to conduct secretarial audit for the financial year 2023-2024.

The Secretarial Audit Report as received from the Secretarial Auditor is annexed to this report as Annexure - I. The Secretarial Audit report contain certain observation remarks.

Boards Reply:

The Board of Directors taking necessary actions to rectify the observation remarks in the Secretarial Audit Report

c) INTERNAL AUDITORS:

The Company has appointed M/s. Mathew Eapen & Co, as the Internal Auditors of the company for the Financial Year 2024-2025. The Audit Committee determines the scope of Internal Audit in line with regulatory and business requirements.

d) COST AUDITOR:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under the purview of Cost Audit.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations except SOP Fines levied against the company by Bombay Stock Exchange.

31. RATIO OF REMUNERATION TO EACH DIRECTOR:

At present Directors are not receiving any remuneration from the company in view of the financial constraints

32. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

33. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company as the limits are not breached, a report on CSR activities is not annexed in this Annual report.

34. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2024 is uploaded on the website of the Company and can be accessed at www.popeescares.com

35. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

36. DIRECTORS’ RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual accounts on a going concern basis.

5. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

37. CORPORATE GOVERNANCE REPORT:

As on 31^st March, 2024, the Company''s Paid-up Capital and Net worth is less than Rs. 10 Crores and Rs. 25 Crores respectively. Hence, compliance with respect to Regulations 17-27 of SEBI Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 will not apply to the company.

38. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 21711) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS)RULES. 1988.> Conservation of energy: -

1. The steps taken or impact on conservation of energy: N.A.

2. The steps taken by the Company for utilizing alternate sources of energy: N.A.

3. The capital investment on energy conservation equipment: N.A.

> Technology absorption:

1. The efforts made towards technology absorption: N.A

2. The benefits derived like product improvement, cost reduction product development or import substitution: N.A

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

• The details of technology imported: N.A

• The year of import: N.A

• Whether the technology been fully absorbed. N.A.

4. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.

5. The expenditure incurred on Research and Development. N.A.

> Foreign Exchange Earnings And Outgo: NA39. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the Contributions made by employees at all levels, towards the continued growth and prosperity of your Company. Directors also take this opportunity to convey theirs thanks to all the valued shareholders of the Company and to the Bankers for their valuable services.

40. CAUTIONARY STATEMENT:

The statements contained in the Board''s Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Twentieth Annual Report on the working of the Company along with the audited Balance Sheet and Profit Loss Account for the year ended 31st March 2014.

FINANCIAL RESULTS

Rs. In Lacs Rs. In Lacs

2013 - 14 2012 - 13

Sales Income 547.37 519.76

Profit/ (Loss) before tax 2.02 (00.79)

Profit/(Loss) after tax 1.88 (00.79)

Balance carried to Balance Sheet (650.68) (652.57)

DIVIDEND

No dividend has been recommended for the year.

OPERATIONS

The Company is making all out efforts to market the various software products developed by it - software in the areas of designing and planning in Textile industry, Inventory Management, Hotel Management, Payroll Management etc. And also the company recently launched the e-commerce website called www.theflamingo.co.in for marketing the goods through web. The company''s turnover had increased from Rs.519.76 lacs in the previous year to Rs.547.37 lacs in the current year. The software product marketed by the company had good response during the year, hence there is good growth in the turnover of the company during the year. However your directors are confident of registering substantial increase in turnover and profits in the coming years.

FUTURE PLAN

The company would further push its marketing efforts for the sale of various software programmes it has developed. And would soon restart its dot com operation, which was core strength of the company in the past. Since the company had good customers in textile business, now launching a textile product trading dot.com portal, the domain is already finalized, it will launching the portal shortly, which will additional revenue to the company and good margin. It has started operations in the textile products also which have given tremendous increase in its turnover.

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is engaged in the Computer Software Development, the question of conservation of Energy and Technology Absorption does not arise.

B. FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange expenses and income during the year.

C. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

During the year, no employee was paid more than Rs.5,00,000/- per month or Rs.60,00,000/- per annum.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm:

i. That in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same.

ii. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for that period.

ii. That they 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 preventing and detecting fraud and other irregularities.

iv. That they have prepared the annual accounts on the ‘going concern'' basis

CORPORATE GOVERNANCE:

A report on Corporate Governance, pursuant to clause 49, is annexed hereto and forms part of this report. A certificate from M/s. Saravanan & Co, Chartered Accountants, Tirupur, Statutory Auditors of the Company regarding compliance of conditions of corporate governance stipulated by the stock exchanges is annexed to this report.

CODE OF CONDUCT

The Company has adopted a code of conduct for the Board of Directors and senior management of the Company and all of them have affirmed compliance of the same.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In accordance with the listing agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this report.

AUDIT COMMITTEE

Your company has complied with the provisions of Section 177 of the Companies Act, 2013 as to constitution of Audit Committee with Mr. V.Ramani and Mr. Chikalpat Yogesh Pai are being members of the said committee. Mr. S. Sonnaachalam is the Chairman of the committee. The committee met four times during the year.

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the year under review.

LISTING

The Shares of your company is presently listed in the Bombay Stock Exchange (BSE).

DIRECTORS

a. Re-appointment:

Mr.S.Sonaachalam, Director of the Company retires by rotation at this Annual General meeting and being eligible offers himself for appointment.

Resignation : Mr. M.B. Sekar and Mr. S. Ravi Shankar resigned from directorship and all committee on 30th January 2014

AUDITORS

The Statutory auditor Mr.A.Saravanan, Chartered Accountants, Tirupur, retires at the ensuing Annual General Meeting and is eligible for reappointment.

Regarding auditors qualification on confirmation of balance, effort has been taken to obtain the same, deferred tax assets is only to be created, which is notational hence the same is not considered in the accounts.

ENVIRONMENT COMPLIANCE:

India is the seventh largest country in the world by geographical area. While progress in the environmental front is being made, India still faces some major challenges.. Despite highly evolved environmental laws and regulations in some areas, many environmental practices such as regulation of air pollutants using model seen in western countries are still at a very rudimentary stage in India. Increased environmental regulations will likely become a key area of concern in the near future.

The increasing desire of Indian companies to meet world class standards has caused established companies in India to take on sustainable initiatives as a means of improving their global brand and reputation and the environmental sector is expected to be at the forefront of India''s evolving story in the coming years.

The Company has already considered the prerequisites of environment compliance long way back and is doing new initiative every year. Some of the major initiatives of regular basis are:

Slogan of the Company - "One planet, one earth, one nature which propagates Save the earth for better tomorrow".

By regular training for workers and staff to prevent accident related to mechanical, electrical, chemical, physiological and psychological safety the Company has made Zero incidents as acceptable standard.

The Company has started project to conserve water and energy, minimize generation of waste, minimize carbon foot print, generate pollution prevention awareness throughout the plant and to achieve 100 percent legal compliance.

GENERAL

The Management is grateful to the shareholders, valued customers, bankers and vendors for the continued support and co-operation.

The Director also wishes to place on record their appreciation of the support and co-operation of all employees to enable the company to achieve its growth plans.

On behalf of Board of Directors

PLACE: CHENNAI Chikalpat Yogesh Pai

DATE : 03.09.2014. DIRECTOR

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Mar 31, 2013

The Directors have pleasure in presenting the Nineteenth Annual Report on the working of the Company along with the audited Balance 5heet and Profit Loss Account for the year ended 31" March 2013.

FINANCIAL RESULTS

Rs. In Lacs Rs. In Lacs 2012-13 2011-12

Sales Income 819.76 462.44

Profit/ (Loss) before tax (00.79) 87.56

Profit/(Loss) after tax (00.79) 87.56

Balance carried to Balance Sheet (652.87) (6S1.78)



DIVIDEND

No dividend has been recommended for the year.

OPERATIONS

The Company is making all out efforts to market the various software products developed by it -software in the areas of designing and planning in Textile industry, Inventory Management, Hotel Management, Payroll Management etc. And also the company recently launched the e-commerce website called www.theflamingo.co.in fo marketing the goods through web. The company''s turnover had increased from Rs.462.44 lacs in the previous year to Rs.S19.76 lacs in the current year. The software product marketed by the company had good response during the year,hence there is good growth in the turnover of the company during the year. However Your directors are confident of registe.ing substantial increase in turnover and profits in the coming years.

FUTURE PLAN

The company would further push its marketing efforts for the sale of various software programmes it has developed. And would soon restart its dot com operation, which was core strength of the company in the past. Since the company had good customers in textile business, now launching a textile product trading dot.com portal, the domain is already finalized, it will launching the portal shortly, which will additional revenue to the company and good margin, it has started operations in the textile products also which have given tremendous increase in its turnover. The company has issued detailed Public Statement in Terms of Regulation 15 (2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for the Attention of the Equity Shareholders Cash Offer for Acquisition of Equity Shares from Shareholders on 22/02/2013. Total No of Shares 12,85,470 (21.19%) by Acquirer Mr. S.Vasanth Kumar Sundaravadivelu. (Ref: The Financial Express ( English All Editions), Janasatha (Hindi All Editions), Navasakthi (Marathi Mumbai Edition) & Makkal Kural (Tamil - Chennai Editions)

Name of the Sellers Address of the Sellers No. & %ot Shares Voting No. & %ot Shares Voting Rights held Before the Off- Rights held After the Off- Market Transactions Market Transactions No. of Shares % No. of Shares %

Mr. R. Rajasankar No.g, Bishop Avenue, 52200 0.86 Nil Nil Mylapore, Chennai - 600 004.

Mr.D. Rawsankar No.9, Bishop Avenue, 10 0 Nil Nil Mylapore, Chennai - 600 004.

Mr.S.Durai No.9, Bishop Avenue, 10 0 Nil Nil Mylapore, Chennai - 600 004.

Mr.R. Vallabaj No.9, Bishop Avenue, 150000 2.47 Nil Nil Mylapore, Chennai - 600 004.

Mr.V.P. Ramarathan No.9, Bishop Avnue, 10010 0.16 Nil Nil Mylapore, Chennai - 600 004.

Mr.K.RJain No.9, Bishop Avenue, 40500 0.67 Nil Nil Mylapore, Chennai - 600 004.

M/s. Sankar Homes 48, South Boag Road, 1032740 17.02 Nil Nil (P) Ltd. T.Nagar, Chennai - 600 017.

Total 1285470 21.19



Information Pursuant to Section 217(1) (E) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

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Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting the Eighteenth Annual Report on the working of the Company along with the audited Balance Sheet and Profit Loss Account for the year ended 31st March 2012.

FINANCIAL RESULTS

Rs. In Lacs Rs. In Lacs 2011-12 2010-11

Sales Income 462.44 316.82

Profit/(Loss) before tax 57.56 47.54

Profit/ (Loss) after tax 57.56 47.54

Balance carried to Balance Sheet (651.78) (709.33)

DIVIDEND

No dividend has been recommended for the year.

OPERATIONS

The Company is making all out efforts to market the various software products developed by it - software in the areas of designing and planning in Textile industry, Inventory Management, Hotel Management, Payroll Management etc. And also the company recently launched the e-commerce website called www.theflamingo.co.in for marketing the goods through web. The company''s turnover had increased from Rs.316.82 lacs in the previous year to Rs.462.44 lacs in the current year. The software product marketed by the company had good response during the year, hence there is good growth in the turnover of the company during the year. However your directors are confident of registering substantial increase in turnover and profits in the coming years.

FUTURE PLAN

The company would further push its marketing efforts for the sale of various software programmes it has developed. And would soon restart its dot com operation, which was core strength of the company in the past. Since the company had good customers in textile business, now launching a textile product trading dot.com portal, the domain is already finalized, and during the current period it was lunched. Which will give additional revenue to the company and good margin. It has started operations in the textile products also which have given tremendous increase in its turnover.

Information Pursuant to Section 217(1) (E) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

A.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is engaged in the Computer Software Development, the question of conservation of Energy and Technology Absorption does not arise,

B. FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange expenses and income during the year.

C. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPAMES ACT, 1956.

During the year, no employee was paid more than Rs.2, 00,000/- per month or Rs.24, 00,000/- per annum.

DDRECTORS'' RESPONSD3ELITY STATEMENT

The Directors confirm:

i. That in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same.

ii. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for that period.

iii. That they 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 preventing and detecting fraud and other irregularities.

iv. That they have prepared the annual accounts on the ''going concern'' basis.

CORPORATE GOVERNANCE:

A report on Corporate Governance, pursuant to clause 49, is annexed hereto and forms part of this report. A certificate from A. Saravanan, Chartered Accountant, Statutory Auditor of the Company regarding compliance of conditions of corporate governance stipulated by the stock exchanges is annexed to this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORRT

In accordance with the listing agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this report.

AUDIT COMMITTEE

Your company has complied with the provisions of Section 292A of the Companies Act, 1956 as to constitution of Audit Committee with Mr. M.B. Sekar and Mr. S. Ravishankar are being members of the said committee. Mr. S. Sonnaachalam is the Chairman of the committee. The committee met seven times during the year.

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the year under review.

LISTING

The Shares of your company are presently listed in the Madras Stock Exchange and Bombay Stock Exchange (BSE).

DIRECTORS

a. Re-appointment:

Mr.S.Ravi Shankar, Director of the Company retires by the rotation at this Annual General Meeting and being eligible offers himself for reappointment.

AUDITORS

The Statutory auditor Mr A. Saravanan, Chartered Accountant, retires at the ensuing Annual General Meeting and is eligible for re-appointment.

Regarding auditors qualification on confirmation of balance, effort has been taken to obtain the same, deferred tax assets is only to be created, which is notational hence the same is not considered in the accounts.

ENVIRONMENT COMPLIANCE:

India is the seventh largest country in the world by geographical area. While progress in the environmental front is being made, India still faces some major challenges.. Despite highly evolved environmental laws and regulations in some areas, many environmental practices such as regulation of air pollutants using model seen in western countries are still at a very rudimentary stage in India. Increased environmental regulations will likely become a key area of concern in the near future.

The increasing desire of Indian companies to meet world class standards has caused established companies in India to take on sustainable initiatives as a means of improving their global brand and reputation and the environmental sector is expected to be at the forefront of India''s evolving story in the coming years.

The Company has already considered the prerequisites of environment compliance long way back and is doing new initiative every year. Some of the major initiatives of regular basis are:

Slogan of the Company - "One planet, one earth, one nature which propagates save the earth for better tomorrow".

By regular training for workers and staff to prevent accident related to mechanical, electrical, chemical, physiological and psychological safety the Company has made Zero incidents as acceptable standard.

The Company has started project to conserve water and energy, minimize generation of waste, minimize carbon foot print, generate pollution prevention awareness throughout the plant and to achieve 100 percent legal compliance.

GENERAL

The Management is grateful to the shareholders, valued customers, bankers and vendors for the continued support and co-operation.

The Director also wishes to place on record their appreciation of the support and co-operation of all employees to enable the company to achieve its growth plans.

On behalf of Boarjl of Directors PLACE: CHENNAI S. SONAACHALAM

DATE : 01.09.2012. DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report on the working of the Company along with the audited Balance Sheet and Profit Loss Account for the year ended 31st March 2010.

FINANCIAL RESULTS

Rs. In Lacs Rs. in Lacs 2009-10 2008-09

Software Income 38.20 34.04

Profit/ Loss before tax 9.74 4.70

Profit/ Loss after tax 9.74 4.70

Balance carried to Balance Sheet (756.66) (766.62)

DIVIDEND

No dividend has been recommended for the year.

OPERATIONS

The Company is making all out efforts to market the various software products developed by it - software in the areas of designing and planning In Textile industry, Inventory Management, Hotel Management, Payroll Management etc,. The companys turnover had increased from Rs.34.04 lacs in the previous year to Rs.38.20 lacs in the current year. The reason for marginal Increase in turnover is due to global economic meltdown, which has affected Indian Industries, hence their spending on IT products purchased were slow down a bit. However, your directors are confident of registering substantial increase in turnover and profits In the coming years.

FUTURE PLAN

The company would further push its marketing efforts for the sale of various software programmes it has developed, and would soon restart Its dot com operation, which was core strength of the company in the past. Since the company had good customers In textile business, now launching a textile product trading dot.com portal, the domain is already finalized, it will launching the portal shortly, which will give additional revenue to the company and good margins. The Company has approached the Bombay Stock Exchange for the revocation of suspension in the trading of its scrips. Your directors are very confident of getting the suspension revoked in the next few months time. Company has initiated steps for the amalgamation M/s. Shakthi Knitting Limited, Tirupur, into it. Approvals of the Stock Exchanges and other regulating agencies are awaited. On obtaining these approvals, which are expected shortly, the Hon’ble High Court of Madras would be approached for proceeding further in the matter.

Information Pursuant to Section 217(1) (E) of the Companies Act, 1956, read with Companies (Disclosure of particulars In the Report of Board of Directors) Rules, 1989.

A.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is engaged in the Computer Software Development, the question of Conservation of Energy and Technology Absorption does not arise.

B. FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange expenses and income during the year.

C. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

During the year no employee was paid more than Rs.2,00,000/- per month or Rs.24,00,000/- per annum.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

i. That in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same.

ii. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for that period.

iii. That they 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 preventing and detecting fraud and other irregularities.

iv. That they have prepared the annual accounts on the going concern’ basis.

CORPORATE GOVERNANCE:

A report on Corporate Governance, pursuant to clause 49, is annexed hereto and forms part of this report. A certificate from M/s. Baskaran & Co, Chartered Accountants, Chennai, Statutory Auditors of the Company regarding compliance of conditions of corporate governance stipulated by the stock exchanges is annexed to this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In accordance with the listing agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this report.

AUDIT COMMITTEE

Your company has complied with the provisions of Section 292A of the Companies Act, 1956 as to constitution of Audit Committee with Mr. M.B. Sekar and Mr. S. Ravishankar being members of the said committee. The committee met seven times during the year.

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the year under review.

LISTING

The Shares of your company are presently listed in the Madras Stock Exchange and Bombay Stock Exchange (BSE). However, trading of companys scrips is suspended for the time being due to non-compliance with some of the procedural requirements. The company has since filed the necessary documents with BSE and it is hopeful of revocation of very shortly.

DIRECTORS

a. Re-appointment :

Mr. S. Ravi Shankar. Director of the Company retires by the rotation at this Annual General Meeting and being eligible offers himself for reappointment.

b. Appointment:

Mr. S. Sonaachalam was appointed as Director of the company by the Board of Directors at its meeting held on 3rd August 2010, with affect from the same date in accordance with Section 260 of the Companies Act, 1956 and retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment. Further, for his appointment as Director, the requisite notices together with necessary deposits have been received from a member pursuant 1c Section 257 of the Companies Act, 1966, proposing the election of Mr. S. Sonaachalam as a Director of the company.

Mr. Chikalpal Yogesh Pai was appointed as Director of the company by the Board of Directors at its meeting held on 3rd August 2010, with effect from the same date in accordance with Section 260 of the Companies Act, 1966 and retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment. Further, for his appointment as Director, the requisite notices together with necessary deposits have been received from a member pursuant to Section 257 of the Companies Act, 1956., proposing the election of Mr. Chikalpat Yogesh paid as a Director of the company.

AUDITORS

M/s. R. Baskaran & Co, Chartered Accountants Chennai is eligible tor re-appointment as statutory auditors and they shall hold the office till the conclusion of next Annual General Meeting. A certificate to the effect that, if appointed, such appointment will be within the limits under Section 224(1B) of the Companies Act. 1966. has been obtained from them.

Regarding auditors qualification on confirmation of balance, effort has been taken to obtain the same, deferred tax assets is only to be created, which is notational hence the same is not considered in the accounts.

GENERAL

The Management is grateful to the shareholders, valued customers, bankers and vendors for the continued support and co-operation.

The Director else wishes to place on record their appreciation of the support and co-operation of an employees to enable the company to achieve its growth plans.

On behalf of Board of Directors

Sd/- D. RAVISANKAR DIRECTOR

PLACE: CHENNAI DATE : 02.06.2010

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Mar 31, 2009

The Directors have pleasure in presenting the Fifteenth Annual Report on the working of the Company along with the audited Balance Sheet and Profit Loss Account for the year ended,31st March 2009.

FINANCIAL RESULTS

Rs. In Lacs Rs. in lacs 2008 - 09 2007-08

Software Income 34.04 36.50

Other income 0.00 0.00

Profit/ (Loss) before tax 4.70 03.05

Profit/ (Loss) after tax 4.70 03.05

Balance carried to Balance Sheet (766.62) (771.31)

DIVIDEND

No dividend has been recommended for the year.

OPERATIONS

The Company is making all out efforts to market the various software products developed by it - software in the areas of designing and planning in Textile industry, Inventory Management, Hotel Management, Payroll Management etc,. The companys turnover had marginally decreased from Rs.36.50 lacs in the previous year to Rs.34.04 lacs in the current year. The reason for such decrease is due to global economic meltdown. However, your directors are confident of registering substantial increase in turnover and profits in the coming years,

FUTURE PLAN

The company would further push its marketing efforts for the sale of various software programmes it has developed and would soon restart its software development activities in a big way.

The Company has approached the Bombay Stock Exchange for the revocation of suspension in the trading of its scrips. Your directors are very confident of getting the suspension revoked in the next few months time.

Your company has initiated steps for the amalgamation of M/s. Shakihi Knitting Limited, Tirupur, into it. Approvals of the Stock Exchanges and other regulating agencies are awaited. On obtaining these approvals, which are expected shortly, the Honble High Court of Madras would be approached for proceeding further in the matter.

Information Pursuant to Section 217(1) (E) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

A.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is engaged in the Computer Software Development, the question of conservation of Energy and Technology Absorption does not arise.

B. FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange expenses and incomes during the year.

C. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

During the year, no employee was paid more than Rs.1,00,000/- per month or Rs,12,00,000/- per annum.

DRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

i. That in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same.

ii. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for that period.

iii. That they 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 they have prepared the annual accounts on the going concern basis.

CORPORATE GOVERNANCE:

A report on Corporate Governance, pursuant to clause 49, is annexed hereto and forms part of this report. A certificate from M/s. Baskaran & Co, Chartered Accountants, Chennai, Statutory Auditors of the Company regarding compliance of conditions of corporate governance stipulated by the stock exchanges is annexed to this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORRT

In accordance with the listing agreement, the Management Discussion and Analysis Report are annexed hereto and forms part of this report.

AUDIT COMMITTEE

Your company has complied with the provisions of Section 292A of the Companies Act, 1956 as to constitution of Audit Committee with Mr. G. Sekar, Mr. Deepak Jain and Mr. S. Ravishankar being members of the said committee. The committee met four times during the year.

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the year under review.

LISTING

The Shares of your company are presently listed in the Madras Stock Exchange and Bombay Stock Exchange (BSE) .However, trading of companys scrips is suspended for the time being due to non-compliance with some of the procedural requirements. The company has since filed the necessary documents with BSE and is hopeful of revocation of suspension very shortly.

DIRECTORS

a. Re-appointment:

Mr. M.B. Sekar, Director of the Company retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

AUDITORS

M/s. R. Baskaran & Co, Chartered Accountants, Chennai, Is eligible for reappointment as statutory auditors and they shall hold the office till the conclusion of next Annual General Meeting. A certificate to the effect that, if appointed, such appointment will be within the limits under Section 224(1 B) of the Companies Act, 1956, has been obtained from them.

GENERAL

The Management is grateful to the shareholders, valued customers, bankers and vendors for the continued support and co-operation.

The Directors also wishes to place on record their appreciation of the support and co-operation of all employees to enable the company to achieve its growth plans.

On behalf of Board of Directors

Sd/- PLACE: CHENNAI, D. RAVISANKAR

DATE : 01.09.2009. DIRECTOR

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Mar 31, 2008

The Directors have pleasure in presenting the Fourteenth Annual Report on the working of the Company along with the audited Balance Sheet and Profit Loss Account for the year ended 31st March 2008.

FINANCIAL RESULTS

Rs. In Lacs Rs, in lace 2007 - 08 2006-07

Software Income 36.50 35.00

Other Income 0.00 0.00

Profit/{Loss) before tax 03.05 12.65

Profit/ (Loss) after tax 03.05 12.65

Balance carried to Balance Sheet (734.43) (737.48)

DIVIDEND

No dividend has been recommended for the year,

OPERATIONS

The Company is making all out efforts to market the various software products developed by it - software in the areas of designing and planning in Textile industry, Inventory Management, Hotel Management, Payroll Management etc,. The companys turnover had marginally increased from Fts.35 lacs in the previous year to Rs.36.50 lacs in the current year. Your directors are confident of registering substantial increase in turnover and profits in the coming years.

FUTURE PLAN

The company would further push its marketing efforts for the sale of various software programmes it has developed, and would soon restart its software development activities in a big way.

The Company has, approached the Bombay Slock Exchange for the revocation of suspension in the trading of its scrips. Your directors are very confident of getting the suspension revoked in the next few months time.

Company has Initiated steps for the amalgamation M/s. Shakthi Knitting Limited, Tirupur, into it. Approvals of the Stock Exchanges and other regulating agencies are awaited. On obtaining these approvals, which are expected shortly, the Honble High Court of Madras would be approached for proceeding further in the matter.

Information Pursuant to Section 217(1) (E) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

A.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is engaged in the Computer Software Development, the question of conservation of Energy and Technology Absorption does not arise.

B. FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange expenses and income during the year.

C. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

During the year, no employee was paid more than Rs.1, 00,000/- per month or Rs. 12,00,000/- per annum.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

i. That in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same.

II. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for that period.

iii. That they 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 preventing and detecting fraud and other irregularities.

iv. That they have prepared the annual accounts on the going concern basis.

CORPORATE GOVERNANCE:

A report on Corporate Governance, pursuant to clause 49, is annexed hereto and forms part of this report. A certificate from M/s. Sri & Co, Chartered Accountants, Chennai, Statutory Auditors of the Company regarding compliance of conditions of corporate governance stipulated by the stock exchanges is annexed to this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORRT

In accordance with the listing agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this report.

AUDIT COMMITTEE

Your company has complied with the previous of Section 292A of the Companies Act, 1956 as to constitution of Audit Committee with Mr. G. Sekar, Mr. Deepak Jain and Mr. S. Ravishankar being members of the said committee. The committee met four times during the year,

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the year under review. LISTING

The Shares of your company are presently listed in the Madras Stock Exchange and Bombay Stock Exchange (BSE). However, trading of companys scrips is suspended for the time being due to non-compfiance with some of Ihe procedural requirements. The company has since filed the necessary documents with BSE and it is hopeful of revocation of suspension very shortly.

DIRECTORS

a. Reappointment:

Mr, MB. Sekar, Directors of the Company retires by the rotation at this Annual General Meeting and being eligible offers himself for reappointment.

b. Re-appointment:

Mr. Deepak Jain was appointed as Director of the company by the Board of Directors at its meeting held on 29th April 2008, with effect from the same date in accordance with Section 260 of the Companies Act, 1956 and retires by rotation at the Annua! General Meeting and being eligible offers himself for reappointment. Further, for his appointment as Director, the requisite notices together with necessary deposits have been received from a member pursuant to Section 257 of the Companies Act, 1956, proposing the election of Mr, Deepak Jain as a Director of the company.

c. Reappointment:

Mr. S.Ravi Shankar was appointed as Director of the company by the Board of Directors at its meeting held on 29th April 2008, with effect from the same date in accordance with Section 260 of the Companies Act, 1956 and retires by rotation at the Annual General Meeting and being eligible offers himself for reappointment. Further, for his appointment as Director, the requisite notices together with necessary deposits have been received from a member pursuant to Section 257 of the Companies Act, 1956, proposing the electron of Mr. S.Ravi Shankar as a Director of the company.

AUDITORS

M/s. Sri & Co., Chartered Accountants, Chennai, have expressed the willingness not to reappoint him as statutory auditors from the financial year 2008-09 onwards due to their various other commitments.

M/s. R. Baskaran & Co, Charatered Accountants, Chennai, is appointed as auditors in the place of previous auditor and they shall hold the office till the conclusion of next Annual General Meeting. A certificate to the effect that, if appointed, such appointment will be within the limits under Section 224{1B) of the Companies Act, 1956, has been obtained from them.

GENERAL

The Management is grateful to the shareholders, valued customers, bankers and vendors for the continued support and co-operation.

The Director also wishes to place on record their appreciation of the support and co-operation of all employees to enable the company to achieve its growth plans.

On behalf of Board of Directors

Sd/- PLACE: CHENNAI, D. RAVISANKAR

DATE ; 25,08.2008. DIRECTOR