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39 Annual Report DIRECTORS REPORT Dear Shareholders, We are pleased to present the 19th Annual Report together with the audited Statement of Accounts for the year ended on 31st March Performance of the Company The Company s performance is summarized below: FINANCIAL RESULTS (Rs. in Crores) Sales and other income IT Assets Write off (Exceptional Item) Provision for Income Tax & FBT Provision for Deferred Tax Appropriations: Proposed dividend on equity shares 10% 20% Transfer to General Reserve Performance Sales of the Company for the year ended March 31, 2009 was Rs Crore (previous year Rs crore as compared to Rs Crore in the previous year. This was because of higher depreciation by Rs Crore and exceptional item of Rs from Rs Crore in the previous year to Rs

40 Vakrangee Softwares Limited Crore. The Management Discussion and Analysis that forms part of the Annual Report provides a detailed Dividend The Directors recommend a dividend of Re per equity share of Rs.10/- each to be appropriated from by the shareholders at the ensuing Annual General Meeting. Share Capital During the year, the company has not allotted any equity or preference shares, hence share capital of the Company stands the same as it was during the last year. Subsidiaries The Company has the following subsidiaries: Vakrangee IT Solutions Limited We hold 100% of Equity Share capital of the Company, originally incorporated as V-Techno Services Limited, Vakrangee IT Solutions Limited has proprietary softwares like Document Management Services (DMS), Human Capital Management (HCM) and School ERP which are ready to be utilized in years to come. e-doc Vision Infotech Pvt. Ltd. We hold 95% of Equity Share capital of the Company which is incorporated to focus on consultancy on document and business process outsourcing to various customers. e Doc Vision provides state of art technology solutions consultancy. Vakrangee e-solutions INC. We hold 100% of Equity Share Capital of the year at Philippines for implementing critical records for Govt. of Philippines by setting up digitization centers all over Philippines. Management Discussion And Analysis Report Management discussion and Analysis Report, as required under the Listing Agreement with Stock Exchanges, is enclosed earlier in the document (refer page No. 22) Listing At Stock Exchange The equity shares of the Company continue to be listed on BSE and NSE. The annual listing fees for the year have been paid to these Exchanges. 38

41 Annual Report Disclosure Of Particulars As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the relevant information is given hereunder; Conservation of Energy: The Operations of the Company are not energy intensive. However, measures have been taken computers, IT Assets and other equipments with latest technologies. The expense on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures. Technology Absorption: The constant change in business and technology triggers investment in research and development activities. Your company continues its focus on quality up-gradation of products and services which have helped maintain margins. Foreign Exchange Earning and Outgo: Foreign Exchange Earning: Foreign Exchange Outgo: Fixed Deposits Rs. Nil Rs. Nil deposits during the year. Directors Responsibility Statement In terms of provisions of Section 217(2AA) of the (i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departures. (ii) The Directors have selected such accounting policies and applied them consistently and made prudent so as to give true and fair view of the state of affairs of the Company, as at the end of the for that period. 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 necessary checks and balances are in place for preventing and detecting fraud and other irregularities. (iv) That the annual accounts have been prepared on a going concern basis. Re-appointment of Directors As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr. K.L.Varma, and Mr. Sunil Agarwal retires by 39

42 Vakrangee Softwares Limited rotation and being eligible offers themselves for reappointment at this Annual General Meeting. Corporate Governance It is the on going process for us to comply with the recommendations of the Narayana Murthy Committee constituted by Securities & Exchange Board of India 2009, report on Corporate Governance along-with of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. Auditors M/s. S. K. Patodia & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting Particulars of Employees interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Acknowledgement and Appreciation The Directors take this opportunity to thank Company s customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come. Place : Mumbai, Date: August 18, 2009 On behalf of the Board of Directors Dinesh Nandwana Chairman & Managing Director The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, are given in annexure appended hereto and forms part of this report. In terms of Section 219(1)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder 40

43 CORPORATE GOVERNANCE REPORT Annual Report Corporate Governance Corporate Governance is a set of policies, processes and practices governing the affairs of a company in pursuit of its business goals. It is based on the principles of integrity, equity, transparency, accountability and commitment to values and is a mechanism that ensures the company s accountability to all its stakeholders. The Company is attempting to infuse the philosophy of corporate governance in all its activities. This is also a tool for shareholder protection and maximising long-term value. Corporate Governance is concerned with both the internal aspects like checks and control as well as the external aspects such as disclosures and regulatory compliances. The Company strives to adhere to the best practices and codes of conduct in letter and spirit in our attempt to realize optimum returns for our shareholders. The Board of Directors manages the affairs of the Company in the best of interest of the shareholders and also provides necessary guidance and strategic vision. The Board is also responsible for ensuring that the Company s management and employees operate with the highest degree of ethical standards. Over the years, governance processes and systems have been strengthened and institutionalised in the Company. The driving force of Corporate Governance at the Company is the set of its core values belief in people, entrepreneurship, customer orientation and the pursuit of excellence. In order to achieve a sound code of corporate governance during the year four Audit Committee, Compensation & Remuneration Committee, Corporate Governance Committee and Shareholders/Investor Grievance Committee. Our Company is committed to maintain the highest standards of Corporate Governance. Our directors adhere to the stipulations set out in the listing agreements with the Stock Exchanges. A report on Corporate Governance as stipulated under clause 49 of the listing agreements forms part of annual report. The Board of Directors presents the Corporate Governance Report for the year based on the disclosure requirements under Clause 49 of the Listing Agreement existing as on 31st March

44 Vakrangee Softwares Limited Board of Directors Composition: The Board comprises seven directors including the Chairman and Managing Director. The details of the Board of Directors as on March 31, 2009 are given below: Name Category Designation Date of appointment Directorship in other companies Chairmanship in Committees of Boards of other companies Membership in Committees of Boards of other companies Mr. Dinesh Nandwana Promoter & Executive Chairman & Managing Director 28/05/ Nil Dr. Nishikant Hayatnagarkar Executive Executive Director 27/08/ Nil Nil Mr. Brij Kishor Gupta Non Executive Independent Director 28/06/ Nil Nil Mr. Anil Patodia Non Executive Independent Director 02/04/ Nil Nil Mr. Sunil Agarwal Mr. K. L. Varma Mr. Ramesh M. Joshi Non Executive Independent Non Executive Independent Non Executive Independent Director 28/06/2002 Nil Nil Nil Director 30/11/2002 Nil Nil Nil Director 20/10/ Nil 1 42

45 Annual Report The Chairman is the Executive Director and the number of Independent / Non-Executive Directors constitutes more than 50% of the Board at any point of time. All Independent Non-Executive Directors comply with the legal requirements of being independent. According to Clause 49 of the Listing Agreement with the Indian stock exchanges, an independent director of the company or its subsidiaries or any other individual having a material pecuniary relationship or transactions with the company which, in the opinion of the Board of Directors would interfere with the responsibilities of a director. Brief Resumes Of The Board Of Directors: MR. DINESH NANDWANA (Chairman and Managing Director) One of the main promoters of the Company, Mr. Dinesh Nandwana is a Chartered Accountant. He has nurtured our organisation right from its origins as a humble consultancy to a well-renowned software company. His vast experience is backed by astute and dynamic leadership qualities and his ability to carry and hard work have helped the company in achieving its present status. MR. RAMESH M. JOSHI (Non Executive Independent Director) Mr. Ramesh M. Joshi is a graduate in Economics & Law from the University of Nagpur. He had held various important positions in the Reserve Bank of India (RBI) and had the privilege of being an RBI nominee on the Boards of various Banks. He retired as an Executive Director of SEBI. He is also practicing as a senior corporate consultant. DR. NISHIKANT HAYATNAGARKAR (Executive Director - R&D) He is a Doctorate in computer science from IIT Powai, Mumbai. He is a well-known personality in our company since He has developed a voice recognition system, which is widely used in various applications like Tele Banking, Tele Gas Booking etc. He has also designed & developed Multilingual Keyboard and is consultant to Media Labs Asia Kamal Rekhi School for Information Technology (IIT Mumbai) for the development of Multilingual data input device Marathi language Key Board (Key Lekh) and E-Lekh (Tablet based Marathi language Input). MR. ANIL PATODIA (Director) He has a Bachelor s degree in Commerce with over 18 years experience in Administration and has good large manpower. 43

46 Vakrangee Softwares Limited MR. BRIJ KISHOR GUPTA (Director) Accountant having total experience of more than 22 matters with various organisations. MR. SUNIL AGARWAL (Director) Mr. Sunil Agarwal is Bachelor of Commerce with over 24 years experience in Business Administration. He is a very successful businessman with good leadership business opportunities. MR. K. L. VARMA (Director) Mr. K. L. Varma retired as the Financial Advisor Railway. He has vast experience in Financial Management and Planning as also introducing and implementing internal control systems. BOARD MEETINGS: As per the Listing agreement, the Board of Directors must meet at least four times in a year at an interval of not more than three months between any two meetings. October, 2008, 22nd January 2009, 31st January 2009 and 25th March All the Board meetings were held at months. The attendance of the directors at the board meeting held during the year is given below: Director Number of meetings held Number of meetings attended Attended Last AGM Dinesh Nandwana 7 7 Yes Ramesh M Joshi 7 5 No Dr. Nishikant Hayatnagarkar 7 6 No 7 7 Yes Anil Patodia 7 5 Yes Sunil Agarwal 7 1 Yes K. L. Varma 7 5 Yes 44

47 Annual Report Director s membership in Board Committees: As per the Listing Agreement, no Director can be a member in more than ten committees or act as companies in which he is a director. In terms of the Listing Agreement, none of the Directors of our Company were members in more than ten committees nor acted as Chairman of more than are Directors. Details of Directors being re-appointed and appointed Two of the existing Directors who retire by rotation are proposed to be re-appointed as Directors at the ensuing Annual General Meeting. Board Committees: As of 31st March, 2009 your Company has four Board Committees. These are: 1. Audit Committee 2. Compensation & Remuneration Committee 3. Corporate Governance Committee 4. Shareholders/ Investor Grievance Committee Audit Committee Terms of reference The terms of reference stipulated by the Board to the Audit Committee as contained under Clause 49 of the Listing Agreement are as follows: Recommending the appointment and removal of for payment for any other services. statements before submission to the Board focusing primarily on (i) any changes in accounting policies concern assumption, (vi) compliance with accounting standards, (vii) compliance with Stock Exchange and and (viii) any related party transaction i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. the company at large. Reviewing with the Management, external and internal auditors, the adequacy of internal control systems. Reviewing the adequacy of internal audit functions. auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. Discussion with external auditors before the audit commences nature and scope of audit as well 45

48 Vakrangee Softwares Limited as has post-audit discussion to ascertain any area of management policies. To look into the reasons for substantial defaults in the payment to the creditors. Composition The Audit Committee comprises solely of independent Directors. Shri K. L. Varma is the Chairman of the Audit Gupta are the other members of the Committee. Meetings & Attendance during the year There were four meetings of the Audit Committee viz. on 8th April, 2008, 30th July 2008, 27th October 2008 & 31st January 2009 and all the members of the Committee attended the meetings. Compensation & Remuneration Committee The Compensation & Remuneration Committee comprises of three non-executive independent Sunil Agarwal and Shri Anil Patodia. The remunerations paid to the Executive Directors are in accordance with the provisions of Schedule XIII of the Companies Act, Executive Directors are paid remuneration within the limits envisaged under Schedule XIII of the Companies Act The remuneration payable is always recommended by the Compensation & Remuneration Committee to the Board and is approved by the Board. Particulars Dinesh Nandwana Chairman & Managing Director Dr. Nishikant Hayatnagarkar Executive Director Salary (Rs.) 24,00,000 12,00,000 Allowances and perquisites NIL NIL Non-Executive Director: Non-Executive Directors have been paid sitting fee of Rs. 20,000/- for attending every Board meetings. Sitting fee of Rs. 5000/- was paid for attending Committee meeting by the non-executive directors. Shareholders / Investors Grievance Committee The Company has reconstituted the Shareholders / Investors Grievance Committee in accordance with the requirements of Clause 49 of the Listing Agreement 46

49 Annual Report comprising of two non-executive independent directors and one executive director. Shri Sunil Agarwal is Gupta and Dr. Nishikant Hayatnagarkar are the other members of the committee. Shri Pratik Bhanushali the year on , , , & and all the members attended the meeting. The functions of the Committee include: grievances pertaining to: Transfer of Shares Dividends De-materialization of Shares Replacement of lost/stolen/mutilated share Non-receipt of right/bonus/split share Any other related issues Complaints: Sr. No. Nature of the complaint Received Replied Pending Non-receipt of dividend warrants Letters from SEBI / Stock Exchanges Letters from Department of Company Affairs / Other Statutory Bodies Total The company had no transfers pending at the close of

50 Vakrangee Softwares Limited Annual General Meeting: Date, Venue and Time for the last three Annual General Meetings Date Venue Time No. of Special Resolutions 23rd September, th. September, th. June, 2006 Disclosures The Oyster, Sahara Star, Domestic Air Port, Vile Parle (East), Mumbai The Oyster, Sahara Star, Domestic Air Port, Vile Parle (East), Mumbai Chancellor-II, Hotel Royal Le Meridien, Sahar Airport Road, Sahar, Andheri (East), Mumbai AM AM AM 1 transactions with its promoter, the Directors or the Management, their subsidiaries or relatives etc. that Company at large: There is no material transaction with any related party, the company at large. During the last three years, there were no strictures or penalties imposed by either the Securities and Exchange Board of India or the Stock Exchanges or any statutory authorities for non-compliance of any matter related to the capital markets. Means Of Communication: 1 Quarterly Results - News Paper Advertisement - EDIFAR Site of SEBI 2 Newspapers wherein results are normally published - Free Press Journal (English), Nav Bharat Times (Hindi) & Navshakti (Marathi) 3 Any Website where displayed Yes 6 The presentation made to Institutional Investors or to the Analysts - Yes 48

51 Annual Report General Shareholders Information Annual General Meeting The next Annual General Meeting of the company will be held on 25th September, 2009 at A.M. at Le Royal Meridien, Sahar Airport Road, Andheri (E), Mumbai Financial Calendar for Tentative Schedule Likely Board Meeting Schedule Financial reporting for the quarter ending June 30, 2009 Second fortnight of July 2009 Financial reporting for half year ended September 30, 2009 Second fortnight of October 2009 Financial reporting for the quarter ending December 31, 2009 Second fortnight of January 2010 Financial reporting for the year ended March 31, 2010 Second fortnight of April 2010 Annual General Meeting for the year ending March 31, 2010 Second fortnight of September 2010 Book Closure; The Company s register of members and share transfer books will remain closed from 19th September, 2009 to 25th September, 2009 (both days inclusive). Dividend payment; i. Payment date: Dividend, when declared at the AGM, will be paid before 24th October, ii. Payment Entitlement: Dividend will be paid to those members whose name would appear; a. For shares in demat form: owner as at the end of the business hours on 18th September, 2009 as per the list to be provided by the Depositories to the Company. b. For shares in physical form: As a member in the Register on Member of the Company as on 25th September, Listing on Stock Exchanges: Our company s securities are listed on the following Stock Exchanges. Equity Shares Bombay Stock Exchange Ltd. Dalal Street, Mumbai National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra East, Mumbai

52 Vakrangee Softwares Limited Listing fees for the year have been paid to the Indian Stock Exchanges. Stock Code Stock Exchange Code Bombay Stock Exchange Ltd National Stock Exchange of India Ltd. VAKRANSOFT ISIN No. for Equity Shares (NSDL) INE051B01013 ISIN No. for Equity Shares (CDSL) INE051B01013 Stock Market Data relating to Equity Shares listed in India: Month ( ) Price on BSE during each month Volume traded Price on NSE during each month Volume traded High Low High Low April May June July August September October November December January February March Registrar and Share Transfer Agent: The Board has delegated the power of share transfer to Registrar and Share transfer agents for processing of share transfers to Big Share Services Pvt. Ltd.. Their complete address is as follows: Big Share Services Pvt. Ltd. E-2, Ansa Industrial Estate, Saki Vihar Road,Sakinaka, Andheri (E), Mumbai Telephone No. : Fax No. : info@bigshareonline.com 50

53 Annual Report Our Registrar & Transfer Agent M/s Bigshare Services Private Limited recently launched Gen-Next Investor Module i Boss the most advanced tool to interact with shareholders. Please login into i Boss ( com) and help them to serve you better. Distribution of Shareholding: - Face Value Rs. 10/- per Share As on March 31, 2009 Category No. of shareholders % of shareholders No. of shares % total equity ,15, ,50, ,00, ,64, ,29, ,03, ,12, and above ,49,19, Total 14, ,13,96, Category of Shareholders: Category March 31, 2009 March 31, 2008 A. Promoters Holding Indian Promoters No. of shares held % of Holding No. of shares held % of Holding Promoters in his capacity as director of Private Limited Companies Promoter in his individual capacity Promoter Director s Relatives Foreign Promoters Nil Nil Nil Nil Persons acting in concert Sub-total A

54 Vakrangee Softwares Limited Category March 31, 2009 March 31, 2008 No. of shares held % of Holding No. of shares held % of Holding B. Non Promoter Holding Institutional Investors Nil Nil Nil Nil Mutual Funds and UTI Nil Nil Banks, Financial Institutions, Insurance Companies (Central / State Government Institutions / Non Government Institutions) FIIs Sub-total B C Others Private Corporate Bodies Indian Public NRIs Trusts Nil Nil Nil Nil ADRs Nil Nil Nil Nil Any other (Clearing Member) Sub-total C Grand Total (A+B+C) Dematerialisation of shares and liquidity: Over 96% of outstanding equity has been dematerialized upto 31st March, Address for Correspondence: Vakrangee Softwares Limited Vakrangee House, Compartment No. - 66, Plot No.- 10/52, Marol Co-op Industrial Estate, Off. M. V. Road, Marol, Andheri (E), Mumbai

55 Annual Report Name Telephone No. ID Fax No. Pratik Bhanushali Code of Conduct - Vakrangee Softwares Ltd. Code of Conduct of Vakrangee Softwares Limited, as adopted by the Board of Directors, is applicable to the Directors, Senior Management and Employees of the Company. The Code of Conduct is available on the Company s corporate website. Code of Insider Trading - Vakrangee Softwares Ltd. Vakrangee Softwares Ltd. has Code of Conduct ( VSL Code ) for Prevention of Insider Trading in the shares of the Company and the same is available on the Company s corporate website. Whistle Blower Policy The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. Employees are free to report violation (existing/probable) of laws, rules, regulations or unethical conduct to their and senior management are obligated to maintain practice. 53

56 Vakrangee Softwares Limited CERTIFICATE FROM THE COMPANY SECRETARY I, Pratik Bhanushali, Company Secretary of Vakrangee has: a. Filed the (i) Annual Return for the year as per the provisions of Section 159 of the Companies Act, 1956; and provisions of Section 220 of the Companies Act, 1956; b. Filed all other forms and returns and furnished all Companies and / or authorities as required under the Companies Act, c. Maintained all the Books of accounts and Statutory register under the Companies Act, 1956; d. Conducted all the Board Meetings and Annual General Meeting as per the Companies Act, 1956 and the minutes thereof are properly recorded in the minutes Book; g. Not invited and hence not defaulted in payment deposits; h. Not issued and hence not defaulted in payment deposits; i. Paid dividend to the shareholders within the time limit prescribed and will transfer the unpaid / unclaimed dividends within the time limit prescribed to the Investor Education Protection Fund; the Stock Exchanges, SEBI, and other Statutory Authorities and Statutory requirement under the Companies Act, 1956 and other applicable statutes in force; to the best of his knowledge and belief, knowing fully well that on the faith and strength of what is stated above, the Shareholders of the Company will place full reliance on it. e. Effected the Share Transfers and dispatched the by various authorities; f. Exercised all powers as per the provisions of the Act and has not exceeded the borrowing powers; Place : Mumbai Dated : August 18, 2009 Pratik Bhanushali Company Secretary 54

57 Annual Report AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE To the members of Vakrangee Softwares Limited We have examined the compliance of the conditions of Corporate Governance procedures implemented by Vakrangee Softwares Limited, for the year ended on March 31, 2009, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock exchanges in India. The Compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement. As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that based on the report given by the Registrars of the Company to the Investors Grievance Committee, as on March 31, 2009, there were no valid investor grievance matters against the Company remaining unattended/pending for more than 30 days. We further state that such compliance is neither an assurance as to the future viability of the Company the management has conducted the affairs of the Company. For S. K. PATODIA & ASSOCIATES Chartered Accountants Sunil Patodia Place: Mumbai Partner Date: August 18, 2009 Membership No

58 Vakrangee Softwares Limited AUDITORS REPORT To, The Members of VAKRANGEE SOFTWARES LIMITED We have audited the attached Balance Sheet of Vakrangee Softwares Limited, as at 31st March Cash Flow Statement for the Year ended on that the responsibility of the Company s management. Our responsibility is to express an opinion on these We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain statements are free of material misstatement. An audit includes examining, on a test basis, evidence statements. An audit also includes assessing the made by management, as well as evaluating the overall audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure the said order. Further to our comments in the Annexure referred to above, we report that: 1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit. 2. In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books. and Cash Flow Statement dealt with by this report are in agreement with the books of account. Loss Account dealt with by this report comply with the accounting standards referred to in subsection (3C) of section 211 of the Companies Act, On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, In our opinion and to the best of our information and according to the explanations given to us, the accounts, M, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2009; and iii) In the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date. For S. K. PATODIA & ASSOCIATES Chartered Accountants Sunil Patodia Place: Mumbai Partner Date: August 18, 2009 Membership No

59 Annual Report ANNEXURE TO THE AUDITORS REPORT Annexure to the Auditors Report of even date to the members of Vakrangee Softwares Limited, on the of the Company and taking into consideration the information and explanations given to us and the books of accounts and other records examined by us in the normal course of audit, we report that:- (i) (a) The Company has maintained proper records showing full particulars, including assets. assets during the year in accordance with a assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed (c) In our opinion and according to the information and explanations given to us, the Company has disposed off a substantial part of unusable Fixed Assets (IT Material) during the year. However the same do not affect the Company as a going concern. (ii) (a) According to the information and explanations given to us, Stock was management at reasonable intervals. (b) In our opinion and according to the information and explanations given to us, inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business. (c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies (iii) (a) According to the information and explanations given to us, the Company has given Unsecured Loans to two Companies covered in the register maintained under section 301 of the Companies Act 1956, and the outstanding at the end of the year was Rs Lacs. (Maximum Balance outstanding during the year was Rs Lacs). The rate of interest (Wherever applicable) and other terms & conditions of to the interest of the Company. (b) According to the information and explanations given to us, the Company has 57

60 Vakrangee Softwares Limited not taken any unsecured loans from parties covered in the register maintained under section 301 of the Companies Act 1956, during the year. (iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its and sales. During the course of our audit, no controls. (v) (a) Based on audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 have been so entered. (b) In our opinion & according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and exceeding any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time and other relevant circumstances. from public. (vii) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business. (viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Companies Act, (ix) (a) According to the books and records as produced and examined by us and in accordance with generally accepted auditing practices in India and based on Management representation, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues. According to the information and explanations given to us, no undisputed amounts payable in respect of Sales tax, Income tax, Custom duty, wealth tax, excise duty, cess and other statutory dues were outstanding as on Balance Sheet date for a period of more than six months from the due date. (b) According to the records of the company and information & explanations given to us, there are no dues of sales tax, Income tax, custom duty, wealth tax, excise duty, cess which have not been deposited on account of any dispute. 58

61 Annual Report (x) The Company does not have any accumulated not incurred cash losses during the current and (xi) In our opinion and according to the information and explanations given to us, the company has institution or banks. (xii) According to the information and explanations given to us, the Company has not given any loans and advances on the basis of the security by way of pledge of shares, debentures and other securities. (xiii) In our opinion and according the information and explanations given to us, the Company is Society. (xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. (xv) The Company has not given any guarantee for institutions. (xvi) The Company has not raised any term loan during the year. records examined by us and the information and explanations given to us on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long versa, other than temporary deployment pending application. (xviii)the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, (xix) The Company has not issued any debentures during the year. (xx) The Company has not raised any money by public issue during the year. (xxi) Based upon the audit procedures performed, and information and explanations given by the management, no fraud on or by the Company was noticed or reported during the year. For S. K. PATODIA & ASSOCIATES Chartered Accountants Sunil Patodia Place: Mumbai Partner Date: August 18, 2009 Membership No

62 Vakrangee Softwares Limited Balance Sheet As At 31st March 2009 (Rupees in lacs) Schedule As at 31st March 2009 As at 31st March 2008 SOURCES OF FUNDS 1. Shares Holders Fund (a) Share Capital A 2, , (b) Reserves & Surplus. B 24, , , , Loan Funds (a) Secured Loans C 2, Deferred Tax Liability H 3, , Total Funds Employed 32, , APPLICATION OF FUNDS 5. Fixed Assets D (a) Gross Block 26, , (b) Less: Depreciation 4, , (c) Net Block 21, , Investments E 5, , Current Assets, Loans & Advances F (a) Inventories 1, (b) Sundry Debtors 4, , (c) Cash & Bank Balances (d) Loans & Advances 1, , , , Current Liabilities & Provisions G (a) Current Liabilities 1, , (b) Provisions , , , Net Current Assets [(7) less (8)] 5, , Total Assets 32, , Contingent Liabilities refer point No. 3 of Notes to Accounts, Schedule M M Schedule A to H and Schedule M referred to above form an integral part of the Balance Sheet Revised for Dividend (refer Note No. 15 of Schedule M ). As per our report of even date attached. For S. K. Patodia & Associates Chartered Accountants Sunil Patodia Partner Membership No Place : Mumbai Date : August 18, For and on behalf of the board Dinesh Nandwana - Chairman & Managing Director B. K. Gupta - Director Pratik Bhanushali - Company Secretary

63 Annual Report (Rupees in lacs) Particulars Schedule INCOME 1. Sales & Services 29, , Other Income I , , EXPENDITURE 3. Cost of Consumables J 8, , Direct Expenses K 6, , Administrative & Selling Expenses L 3, , Interest / Financial Expenses Depreciation 5, , IT Assets Written Off. 4, (Refer Note No. 6 of Schedule M.) 28, , , Provision for Taxation Provision for FBT Deferred Tax Liability , , , , (Refer Note No. 8 of Schedule M ) 14. Less: Transferred to General Reserve Less : Proposed Dividend Balance Carried to Balance Sheet 6, , Earning Per Share : Refer Note 11 of Schedule M Basic (Rs.) Diluted (Rs.) Face Value of Share (Rs.) M Revised for Dividend (refer Note No. 15 of Schedule M ). As per our report of even date attached. For S. K. Patodia & Associates For and on behalf of the board Chartered Accountants Sunil Patodia Partner Membership No Place : Mumbai Date : August 18, 2009 Dinesh Nandwana - Chairman & Managing Director B. K. Gupta - Director Pratik Bhanushali - Company Secretary 61

64 Vakrangee Softwares Limited Cash Flow Statement For The Year Ended On 31st March 2009 (Rs. in lacs) A. CASH FLOW FROM OPERATING ACTIVITIES , Depreciation 5, , Interest (Net) (35.85) (32.23) 3. Other Income (6.22) (172.00) 5, , Inventories (1,252.06) 4, Receivables (408.64) (1,911.40) 3. Loans & Advances (193.26) 4. Deposits ( Assets ) 6.70 (4.43) 5. Trade Payables (2,203.87) 2, Other Current Liabilities (2.04) Cash Generated From Operations 2, , Interest (net)/other Income Taxes Paid / Refund (935.25) (462.01) Cash Flow Before Extra Ordinary Items 1, , (422.84) (4.46) Net Cash From Operating Activities 1, , B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed assets (8,104.71) (14,807.55) Sale / Discard of Fixed Assets 5, Purchase of Investments (0.95) (5,005.00) Sale of Investments - - Net Cash Used In Investing Activities (2,912.56) (19,611.85) 62

65 Annual Report Cash Flow Statement For The Year Ended On 31st March 2009 (Rs. in lacs) C. CASH FLOW FROM FINANCING ACTIVITIES Dividend payment (427.92) (287.19) Issue of Share capital Share Premium - 5, Proceeds Warrant Application & Allottement Money - (542.25) Proceeds from Borrownings 2, Net Cash Used In Financial Activities 1, , Net increase/decrease in Cash and Cash Equivalents (29.94) (99.42) Cash and Cash Equivalents as on Cash and Cash Equivalents as on As per our report of even date attached For S. K. Patodia & Associates Chartered Accountants Sunil Patodia Partner Membership No Place : Mumbai Date : August 18, 2009 For and on behalf of the board Dinesh Nandwana - Chairman & Managing Director B. K. Gupta - Director Pratik Bhanushali - Company Secretary 63

66 Vakrangee Softwares Limited for the year ended on 31st March 2009 (Rupees in lacs) PARTICULAR As at As at Schedule A: Share Capital Authorised 4,50,00,000 (Previous year 4,50,00,000) 4, , Equity shares of Rs. 10 each 4, , Issued Subscribed and Paid Up 2,13,96,165 (Previous year 2,13,96,165) Equity share of Rs. 10 each fully paid in cash 2, , , , Schedule B: Reserves & Surplus 1. General Reserves Balance Brought Forward Share Premium Account Balance Brought Forward 17, , Addition during the year - 5, , , , , , , TOTAL ( ) 24, , Schedule C: Secured Loan 1. Cash Credit Facilities from Union Bank of India 2, (Secured against Hypothecation of Book Debts, Stock in Trade, Stores & Spares)[Collaterally Secured by Immovable Property Situated at Plot No. 66, 10/124, 10/59, at Marol Co-Op. Indl. Estate, Andheri (East), Mumbai.] 2. Central Bank of India (Overdraft Facility from Central Bank of India) 2,

67 Annual Report for the year ended on 31st March 2009 Schedule D: Fixed Assets ASSETS As at (Rupees in Lacs) GROSS BLOCK DEPRECIATION NET BLOCK Addtions During the Year Deletions / Adj. During the Year As at As at Addition during the Year Deletions / Adj. During the Year As at As at As at Land Building Computers & Printers Equipments Furnitures & Fixtures 27, , , , , , , , , , Motor Car Plant & Machinary Sub Total 30, , , , , , , , , , Previous Year 15, , , , , , , , Schedule E : Investments Unquoted 21,00,000 Equity Shares of Vakrangee Technologies Ltd. of Rs.10/- Each fully paid up (Previous Year 21,00,000) 1,00,50,000 Equity Shares in Vakrangee IT Solutions Ltd of Rs.10/- Each fully paid up (Previous Year 1,00,50,000) 9500 Equity Shares of e-doc Vision Infotech Pvt. Ltd of Rs.10/- each fully paid up (Previous Year Nil) ( Rupees in Lacs) As at As at , , , ,

68 Vakrangee Softwares Limited for the year ended on 31st March 2009 (Rupees in lacs) PARTICULAR As at As at Schedule F : Current Assets, Loans & Advances 1. Inventories Closing Stock of Raw Materials, Consumables & Spares 1, , Sundry Debtors (a) Debts outstanding for a period exceeding 6 months (i) Considered Good (ii) Considered Doubtful - - (b) Other Debts 4, , , , Cash & Bank Balances (a) Balances with Scheduled Bank (i) In Current Accounts (ii) In Fixed Deposit Account (b) Cash in Hand Loans & Advances, Deposits (a) Loans & Advances 1, , (Recoverable in cash or in kind or for value to be received) (b) Deposits , , Total ( ) 7, , Schedule G : Current Liabilities & Provisions Current Liabilities Sundry Creditors , Other Current Liabilities , , Provisions Provision for Taxation Dividend Proposed Dividend Tax Provision for FBT , , ,

69 Annual Report for the year ended on 31st March 2009 (Rupees in lacs) PARTICULAR As at As at Schedule H : Deferred Tax Assets/(Liabilities) Opening Balance (3,282.50) (1,698.11) (167.76) (1,584.39) (3,450.26) (3,282.50) Schedule I : Other Income Interest Income Other Miscellaneous Income Schedule J : Consumables Consumed Opening Stock Add : Purchased During The Year 9, , Less : Closing Stock 1, , , Schedule K : Direct Expenses Data Processing Expenses 6, , Printing & Binding Charges , , Schedule L : Administrative & Selling Expenses Staff Emoluments 1, , Advertisement & Publicity Expenses Auditor s Remuneration Business Promotion Conveyance & Travelling Expenses Director s Remuneration Electricity Expenses Insurance Charges Legal & Professional Charges Fees & Subscriptions Printing & Stationery Repairs & Maintenance Registrar & Share Transfer Expenses Rent Staff Welfare Telephone & Postage Expenses Loss on Sale of Capital Assets Vehicle Expenses Bed Debts Lequidated Damage Cost , ,

70 Vakrangee Softwares Limited for the year ended on 31st March 2009 the generally accepted accounting principles. (ii) Accounting policies not specially referred to otherwise are consistent and in accordance with generally accepted accounting principles. (b) Accounting of Income/Expenditure: accrual basis except as stated otherwise. (c) Fixed Assets: Fixed assets are stated at cost less accumulated depreciation. Cost includes all costs incidental to acquisition, installation, commissioning, pre-operative expenses allocated to such assets. (d) Depreciation: Depreciation has been provided on Straight Line Method at the rates and in the manner prescribed in Schedule XIV of the Companies Act, (e) Inventories: Inventories are valued at lower of cost or net realizable value. Cost of inventories comprises of all cost of purchases and other costs incurred in bringing the inventory to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sales. (f) Investments: Investments are valued at cost. (g) Foreign Exchange Transactions: Foreign exchange transactions are recorded using the exchange rates prevailing on the dates of respective transactions. 68

71 Annual Report for the year ended on 31st March 2009 As per Accounting Standard on Accounting for Retirement Benefits in the Financial Statements of Employers (AS-15) issued by the Institute Of Chartered Accountants Of India, the Company is required to make the provisions for retirement benefits. Provisions for Gratuity liability to employees and leave encashment payable to employees is made on the basis of arithmetic valuation, assuming all the employees leave the service as on Balance Sheet date. (i) Deferred Tax: During the year, the Company has accounted for Deferred Tax in accordance with the Accounting Standard 22 Accounting for Taxes on Income issued by the Council of the Institute of Chartered Accountants of India. The deferred tax during the year for timing difference is accounted using tax rates that have been enacted; NOTES ON ACCOUNTS 2. Additional information pursuant to Part II of Schedule IV to the Companies Act, Rs Rs. (i) Payment to directors: Directors Remuneration 39,02,500 38,00,000 (ii) Payment to Auditors: Statutory Audit Fees Tax Audit Fee Other capacities 2,00,000 50,000 24,155 60,000 30,000 15,500 (iii) (a) Sales (Exports) NIL NIL (b) Expenditure in Foreign Currency (On payment basis) - Traveling Expenses. - Capital Item Purchased - Other Expenses. NIL NIL NIL 1,23,891 NIL NIL (iv) Other information are either NIL or Not Applicable 69

72 Vakrangee Softwares Limited for the year ended on 31st March Contingent Liabilities not Provided for: (i) The amount of liabilities, which may occur on levying of penalty and/or charges by Govt. authorities for delays in execution of contracts within the time prescribed in the agreement, is unascertained. unascertained. (iii) The estimated amount of contracts remaining to be executed (Net of Advance) on capital account Rs. NIL. (Previous Year Rs. 4,34,76,776/-). (iv) Guarantees amounting to Rs. 3,95,66,000/- (Previous Year Rs. 2,52,82,041/-) given by the bankers in favor of the parties In the opinion of management, current assets and loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet. The provision for depreciation and all known liabilities is adequate and not in excess of the amount reasonably stated. 6. The Company has written off IT Assets (Computers, Printers and Scanners) having W.D.V. value of Rs Crores [being gross value of Rs Crores and accumulated depreciation thereon of Rs Crores ( Including Rs Crores depreciation for the year )] as recommended by Committee of Independent directors, Technical Personnels and Audit Committee as these assets have become non usable. 7. The liability with Central Bank of India was settled at Rs.3.00 Crore during the month of December The matter was pending since year 2000 due to unilateral withdrawal of settlement by bank in the year account during the year. 8. be available for credit against normal tax liability for future years. The Company has debited the same amount 9. Segment Reporting: The company operates in a single primary business segment i.e. Software and Database related services hence, there are no reportable segments as per Accounting Standard (AS) -17 Segment Reporting issued by The Institute of Chartered Accountants of India. 70

73 Annual Report for the year ended on 31st March Value of Imports on CIF basis: Items Year Year Components and Spare Parts NIL Lacs 11. Earning Per Share: For the purpose of calculation of Basic Earning per Share the Following amounts are considered: Particulars a) Amounts used as the numerators b) Weighted average number of equity shares (Nos.) c) Basic Earning Per Share (Rs.) d) Diluted Earning Per Share (Rs.) For the Year Ended 31st March 2009 (Rs. in Lacs) For the Year Ended 31st March 2008 (Rs. in Lacs) Related Party Disclosures: Disclosures as required by the Accounting Standard 18 Related Party Disclosures are given below: a) List of Related Parties Companies having Common Directors 1. Dream River (Neral) Developers Pvt. Limited 2. NJD Holdings Private Ltd. 3. NJD Biotech Private Ltd. 4. NJD Infrastructures Pvt. Ltd. 5. e Doc Vision Infotech Pvt. Ltd. 6. Vakrangee Technologies Limited 7. Vakrangee IT Solutions Limited b) Key Management Personnel and Relatives Key management personnel 1. Mr. Dinesh Nandwana Chairman/Managing Director 2. Dr. Nishikant Hayatnagarkar, Executive Director (R&D) 71

74 Vakrangee Softwares Limited for the year ended on 31st March 2009 Transactions with related parties Nature of Transactions Name of Related Party Companies having Common Directors / Subsidiary Managerial Remuneration Mr. Dinesh Nandwana & Dr. Nishikant Hyatnagarkar Loans and advance given during the year 12. Impairment of Assets: Key Management Personnel Lacs Vakrangee IT Solutions Ltd Lacs -- e Doc Vision Infotech P. Ltd 2.95 Lacs -- with Accounting Standard (AS) 28 Impairment of Assets issued by the Institute of Chartered Accountants of India. Schedule VI Part (IV) of The Companies Act, As at As at I. Registration details Registration No State Code Balance Sheet II. III. Capital raised during the year (Rs.in Lakhs) Public Issue. NIL NIL Right Issue. NIL NIL Private Placement. NIL NIL Bonus Issue. NIL NIL Preferential Issue (Warrant Application & Allotment Money) NIL Position of Mobilisation and Deployment of funds (Rs.in lakhs) Total Liabilities Total Assets Sources of Funds: Paid up Capital Reserves & Surplus Secured Loans Application & Allotment Money for Warrants NIL NIL Unsecured Loans NIL NIL Deferred Liabilities

75 Annual Report for the year ended on 31st March 2009 As at As at Application of Funds Net Fixed Assests Investments Net Current Assests Deferred Assests NIL NIL Accumulated Losses NIL NIL IV. Performance of Company (Rs.in Lakhs) Total Income Total Expenditure Earning per share in Rs. (weighted) Dividend Rate (%) 10% 20% v. Generic names of Three Principal Products of Company (as per monetary terms) Products Description Voter Identity Card Electoral Roll Customised Softwares Item Code (ITC Code) N.A N.A N.A 15. The Auditors submitted their report on the accounts of the Company on 30th June, 2009, based on the accounts presented to them by the Board of Directors. Subsequently, the Board of Directors recommended Re 1/- for equity share by resolution passed at their meeting held on 18th August, This resolution would The Auditors have been requested to substitute their audit report dated 30th June, 2009 to give effect to above. have been made to the accounts. necessary. As per our report of even date For S. K. Patodia & Associates Chartered Accountants For and on behalf of the Board Sunil Patodia Dinesh Nandwana - Chairman & Managing Director Partner B. K. Gupta - Director Membership No Pratik Bhanushali - Company Secretary Place : Mumbai Date : August 18,

76 Vakrangee Softwares Limited Statement Pursuant to Section 212 of the Companies Act, 1956 Relating to Subsidiary Company 1. Name of the Company : Vakrangee IT Solutions Limited e-doc Vision Infotech Private Limited 2. The Financial Year of the Subsidiary Company Ended on : 31st March, st March, Extent of Interest of Vakrangee Softwares Limited in the Capital of the the Subsidiary. 4. of the Subsidiary so far as it concerns the members of Vakrangee Softwares Limited a. Not dealt with in the Company s accounts for the year ended 31st March, 2009 amounted to year ended as in (2) above year of the Subsidiary since it became the holding Company s Subsidiary b. Dealt with in the Company s accounts for the year ended 31st March, 2009 amounted to year ended as in (2) above year of the Subsidiary since it became the holding Company s Subsidiary 5. The provisions of Section 212(5) of the Companies Act, 1956 are not applicable Company coincides with that of the Company. For and on behalf of the Board of Directors : 1,00,50,000 Equity Shares of Rs.10/- each fully paid-up in the total of 1,00,50,000 Equity Shares (100% Subsidiary Company). Nil Nil Nil Nil 9,500 Equity Shares of Rs.10/- each fully paid-up in the total of 10,000 Equity Shares. Nil Nil Nil Nil Dinesh Nandwana B.K. Gupta Pratik Bhanushali Chairman & Managing Director Director Company Secretary 74

77 Annual Report CONSOLIDATED AUDITORS REPORT To The Board of Directors of Vakrangee Softwares Limited 1. We have audited the attached Consolidated Balance Sheet of VAKRANGEE SOFTWARES LIMITED, Mumbai and its subsidiary as at March and Loss Account for the yea then ended and the Consolidated Cash Flow Statement for the year statements are the responsibility of the Company s management and have been prepared by the Management. Our responsibility is to express an based on our audit. 2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about in all material respects, in accordance with an free of material misstatement. An audit includes examining, on a test basis, evidence supporting the An audit also includes assessing the accounting by management, as well as evaluating the overall our audit provides a reasonable basis for our opinion. Financial Statements issued by the Institute of Chartered Accountants of India and on the basis Vakrangee Softwares Limited and its subsidiary 4. On the basis of the information and explanations given to us and on the consideration of the separate statements of the Company and it s subsidiary, we are of the opinion that the attached consolidated in conformity with the accounting principles generally accepted in India. i) In the case of the Consolidated Balance Sheet, of the state of affairs of the Company and its subsidiary as at March 31, 2009; Loss Account, of the consolidated results of operations of the Company and its subsidiary for the year ended on that date; and iii) In the case of the Consolidated Cash Flow the Company and its subsidiary for the year ended on that date. For S.K. PATODIA & ASSOCIATES Chartered Accountants statements have been prepared by the Company s Management in accordance with the requirements of Accounting Standard 21 Consolidated Place: Mumbai Date: August 18, 2009 Sunil Patodia Partner Membership No

78 Vakrangee Softwares Limited Consolidated Balance Sheet as at 31st March 2009 Schedule As at 31st March, 2009 (Rupees in lacs) As at 31st March, 2008 SOURCES OF FUNDS 1. SHARES HOLDERS FUND (a) Share Capital A 2, , (b) Reserves & Surplus. B 24, , (d) Minority Interest , , LOAN FUNDS (a) Secured Loans C 2, Deferred Tax Liability H 3, , Total Funds Employed 32, , APPLICATION OF FUNDS 5. FIXED ASSETS D (a) Gross Block 31, , (b) Less: Depreciation 4, , , , INVESTMENTS E CURRENT ASSETS, LOANS & ADVANCES F (a) Inventories 1, (b) Sundry Debtors 4, , (c) Cash & Bank Balances (d) Loans & Advances 1, , , , Current Liabilities & Provisions G 1, , Net Current Assets [ (5) less (6) ] 5, , Preliminary & Pre-Operative Expenses Total Assets 32, , SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS M Schedule A to G and Schedule M referred to above form an integral part of the Balance Sheet. As per our report of even date attached. For S. K. Patodia & Associates Chartered Accountants For and on behalf of the board Sunil Patodia Partner Membership No Place : Mumbai Date : August 18, 2009 Dinesh Nandwana - Chairman & Managing Director Dr. Nishikant Hayatnagarkar - Executive Director B. K. Gupta - Director Pratik Bhanushali - Company Secretary 76

79 Annual Report (Rupees in lacs) Schedule INCOME 1. Software & Database related Services 29, , Other Income I , , EXPENDITURE 3. Cost of Consumables J 8, , Direct Expenses K 6, , Administrative & Selling Expenses L 3, , Interest / Financial Expenses Depreciation 5, , IT Assets Written Off 4, (Refer Note No.6 of Schedule) 28, , , Provision for Taxation Including FBT Deferred Tax , , , , Less: Transferred to General Reserve Less : Proposed Dividend Balance Carried to Balance Sheet 6, , SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS M As per our Report of even date attached. For S. K. Patodia & Associates Chartered Accountants Sunil Patodia Partner Membership No Place : Mumbai Date : August 18, 2009 For and on behalf of the board Dinesh Nandwana - Chairman & Managing Director Dr. Nishikant Hayatnagarkar - Executive Director B. K. Gupta - Director Pratik Bhanushali - Company Secretary 77

80 Vakrangee Softwares Limited Cash Flow Statement For The Year Ended On 31st March 2009 (Rupees in lacs) A. CASH FLOW FROM OPERATING ACTIVITIES , Depreciation 5, , Interest (Net) (35.85) (32.23) 3. Other Income (6.22) (172.00) 5, , Inventories (Product under Development) (1,252.07) (290.57) 2. Receivables (408.64) (1,911.40) 3. Loans & Advances (165.36) 4. Deposits (Assets) 6.70 (4.43) 5. Trade Payables (2,202.63) 2, Other Current Liabilities (2.04) Cash Generated From Operations 2, , Interest (net)/other Income Taxes Paid / Refund (935.24) (462.01) Cash Flow Before Extra Ordinary Items 1, , MAT Credit to be availed (422.84) (4.46) Net Cash From Operating Activities(A) 1, , B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed assets (8,104.73) (14,807.55) Sale of Fixed Assets 5, Purchase of Investments - - Sale of Investments - - Pro-operative Expenditure (0.79) (39.53) Net Cash Used In Investing Activities (2,912.41) (14,646.37) C. CASH FLOW FROM FINANCING ACTIVITIES Dividend payment (427.92) (287.19) Issue of Share capital Share Premium - 5, Payment from Minority Interest Proceeds Warrant Application & Allottement Money - (542.25) Proceeds from Borrownings 2, Net Cash Used In Financial Activities 1, , Net increase/decrease in Cash and Cash Equivalents (29.81) (98.84) Cash and Cash Equivalents as on Cash and Cash Equivalents as on As per our report of even date attached For and on behalf of the board For S. K. Patodia & Associates Chartered Accountants Sunil Patodia Partner Membership No Place : Mumbai Date : August 18, Dinesh Nandwana - Chairman & Managing Director Dr. Nishikant Hayatnagarkar - Executive Director B. K. Gupta - Director Pratik Bhanushali - Company Secretary

81 Annual Report Schedules Annexed And Forming Part Of Consolidated Balance Sheet For As At 31st March 2009 (Rupees in lacs) PARTICULAR Schedule A: Share Capital Authorised 4,50,00,000 (Previous year 4,50,00,000) 4, , Equity shares of Rs. 10each 4, , ISSUED SUBCRIBED AND PAID UP 2,13,96,165 (Previous 1,91,46,165) Equity share of Rs. 10 each fully paid in cash 2, , , , Schedule B: Reserves & Surplus 1. General Reserves Balance Brought Forward Share Premium Account Balance Brought Forward 17, , Addition during the year - 5, , , , , , , TOTAL ( ) 24, , Schedule C: Secured Loan Cash Credit & Overdraft Facilities 2, ,

82 Vakrangee Softwares Limited Schedule D: Fixed Assets ASSETS As at (Rupees in lacs) GROSS BLOCK DEPRECIATION NET BLOCK Addtions During the Year Deletion During the Year As at As at Addition during the Year Deletion during the Year As at As at As at Goodwill Land Building Computers & Printers 27, , , , , , , , , , ` ` Furnitures & Fixtures Motor Car Plant & Machinary Intellectual Property Rights 5, , , , Sub Total 35, , , , , , , , , , Previous Year 15, , , , , , , , Schedule E : Investments QUOTED UNQUOTED 21,00,000 Equity Shares of Vakrangee Technologies Ltd. of Rs. 10/- each fully paid up (Previous Year Rs. NIL)

83 Annual Report Schedules Annexed and forming part of Consolidated Balance Sheet as at 31st March 2009 (Rupees in lacs) PARTICULAR Schedule F : Current Assets,loans & Advances 1. INVENTORIES Closing Stock of Consumables 1, , SUNDRY DEBTORS (a) Debts outstanding for a period exceeding 6 months (i) Considered Good (ii) Considered Doubtful - - (b) Other Debts 4, , , , CASH & BANK BALANCES (a) Balances with Scheduled Bank (i) In Current Accounts (ii) In Fixed Deposit Account (b) Cash in Hand LOAN & ADVANCES, DEPOSITS (a) Loans & Advances 1, , (Recoverable in cash or in kind or for value to be received) (b) Deposits , , TOTAL ( ) 7, , Schedule G : Current Liabilities & Provisions Current Liabilities Sundry Creditors , Other Current Liabilities , , Provisions Provision for Taxation Dividend Proposed Dividend Tax Provision for FBT , , ,

84 Vakrangee Softwares Limited for the year ended on 31st March 2009 (Rupees in lacs) PARTICULAR Schedule H : Deferred Tax Assets/(Liabilities) Opening Balance (3,282.50) (1,698.11) (167.76) (1,584.39) (3,450.26) (3,282.50) Schedule I : Other Income Interest Income Other Miscellaneous Income Schedule J : Consumables Consumed Opening Stock Add : Purchased During The Year 9, , Less : Closing Stock 1, , , Schedule K : Direct Expenses Data Processing Expenses 6, , Printing & Binding Charges , ,

85 Annual Report for the year ended on 31st March 2009 (Rupees in lacs) PARTICULAR Schedule L : Administrative & Selling Expenses Staff Emoluments 1, , Advertisement & Publicity Expenses Auditor s Remuneration Business Promotion Conveyance & Travelling Expenses Director s Remuneration Donation Electricity Expenses Insurance Charges Legal & Professional Charges Fees & Subscriptions Printing & Stationery Registrar & Share Transfer Expenses Rent Repairs & Maintenance Staff Welfare Telephone & Postage Expenses Loss on Sale of Capital Assets Bad Debts Lequidated Damage Cost Vehicle Expenses Preliminary Expenses Written Off , ,

86 Vakrangee Softwares Limited for the year ended on 31st March 2009 Schedule O Notes forming part of the accounts for the year ended 31 st March,2008. a) Basis of Accounting: same reporting date as of the Company i.e. year ended March 31, Standards issued by the Institute of Chartered Accountants of India, and other generally accepted accounting principles. b) Principles of consolidation: line-by-line basis by adding together like items of assets, liabilities, income and expenses. ii. Since the Company is holding 100% shares in the subsidiary Vakrangee IT Solutions Ltd., hence there is no Minority Interest and holding 95% in e-doc Vision Infotech Pvt. Ltd., hence minority interest is provided only for 5% of share capital of e-doc Vision Infotech Pvt. Ltd. c) The Consolidated Financial Statements (CFS) are prepared in accordance with Accounting Standard (AS) 21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India (ICAI). subsidiary: Sr. No. Name of the subsidiary company Country of Incorporation % of holding either directly or through subsidiaries as at March Vakrangee IT Solutions Ltd. India 100% 100% 2 e-doc Vision Infotech Pvt. Ltd. India 95% Nil d) Revenue Recognition: in accordance with the generally accepted accounting principles. Accounting policies not specially referred to otherwise are consistent and in accordance with generally accepted accounting principles. e) Depreciation: Depreciation has been provided on Straight Line Method at the rates and in the manner prescribed in Schedule XIV of the Companies Act, 1956 except on Intellectual Property Rights acquired current accounting year. f) Fixed Assets: Fixed assets have been carried at historical cost, inclusive of incidental expenses, less accumulated depreciation. g) Inventories: Inventories are valued at lower of cost or net realizable value. 84

87 Annual Report for the year ended on 31st March 2009 Employers (AS-15) issued by the Institute Of Chartered Accountants Of India the company is required encashment payable to employees is made on the basis of arithmetic valuation, assuming all the employees leave the service as on Balance Sheet date. i) Investments: Investments are valued at cost. j) Taxes on Incomes: The Group has accounted for Deferred Tax in accordance with the Accounting Standard 22 Accounting for Taxes on Income issued by the Council of the Institute of Chartered Accountants of India. The deferred tax during the year for timing difference is accounted using tax rates that have been Current Taxes is accounted as applicable as per Income Tax Act, k) Miscellaneous Expenditures (to the extent not written off or adjusted): Preliminary & Issue expenses 2. Notes on Accounts a) Capital Commitments: The estimated amount of contracts remaining to be executed on capital account and not provided for amounts to Rs. Nil (Previous Year Rs Lacs). b) Contingent Liabilities: (i) The amount of liabilities, which may occur on levying of penalty and/or charges by Govt. authorities for delays in execution of contracts within the time prescribed in the agreement, is unascertained. otherwise, amount is unascertained. (iii) The estimated amount of contracts remaining to be executed (Net of Advance) on capital account Rs. NIL. (Previous Year Rs. 4,34,76,776/-). (iv) Guarantees amounting to Rs. 3,95,66,000/- (Previous Year Rs. 2,52,82,041/-) given by the bankers in favor of the parties. c) Provision for Taxation: The details of the net Deferred Tax Liability of Rs Lacs are as under:- Particulars 31/03/2009 (Rs. In Lacs) Deferred Tax Liability on account of: - 31/03/2008 (Rs. In Lacs) Difference between Book & Tax Depreciation Total Deferred Tax Assets on account of: - Unabsorbed Depreciation MAT to be Availed Total Net Deferred Tax Liability

88 Vakrangee Softwares Limited for the year ended on 31st March 2009 e) Related Party Disclosers: Disclosures as required by the Accounting Standard 18 Related Party Disclosers are given below: a) List of Related Parties Companies having Common Directors 1. Dream River (Neral) Developers Pvt. Limited 2. NJD Holdings Private Ltd. 3. NJD Biotech Private Ltd. 4. NJD Infrastructures Pvt. Ltd. 5. e Doc Vision Infotech Pvt. Ltd. 6. Vakrangee Technologies Limited 7. Vakrangee IT Solutions Limited b) Key Management Personnel and Relatives Key management personnel 1. Mr. Dinesh Nandwana Chairman/Managing Director 2. Dr.Nishikant Hayatnagarkar, Executive Director (R&D) Transactions with related parties Nature of Transactions Name of Related Party Companies having Common Directors / Subsidiary Managerial Remuneration Mr. Dinesh Nandwana & Dr. Nishikant Hyatnagarkar Key Management Personnel Lacs Loans and advance given during the year Vakrangee IT Solutions Ltd Lacs -- e Doc Vision Infotech P. Ltd 2.95 Lacs -- f) Earning Per Share: For the purpose of calculation of Basic Earning per Share the Following amounts are considered: Particulars 31st March 2008 (Rs. in Lacs) a) Amounts used as the numerators b) Weighted average number of equity shares (Nos.) c) Basic Earning Per Share (Rs.) 2.06 d) Diluted Earning Per Share (Rs.) st March 2008 (Rs. in Lacs)

89 Annual Report g) Segment Reporting: The Gross Turnover of the company is from Software and Database related services segment. For S. K. Patodia & Associates Chartered Accountants Sunil Patodia Partner Membership No Place : Mumbai Date : August 18, 2009 For and on behalf of the board Dinesh Nandwana - Chairman & Managing Director Dr. Nishikant Hayatnagarkar - Executive Director B. K. Gupta - Director Pratik Bhanushali - Company Secretary 87

90 Vakrangee IT Solutions Limited DIRECTORS REPORT Dear Shareholders, Your Directors have the pleasure in presenting their SECOND ANNUAL REPORT along with the Audited Annual Accounts for the year ended 31st March, 2009 and report that: Financial Performance under review. Dividend Your directors express their inability to recommend any dividend for the year under review as the company has not commenced the business activity. Auditors M/s. S.K. Patodia & Associates, Chartered Accountants, retire as auditors of the Company at the conclusion of the forthcoming Annual General Meeting, and have Auditor s Report Observation made in the Auditor s Report is selfexplanatory and therefore does not call any further comment under section 217(3) of the Companies Act, Particulars Of Employees The information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, as the company has not employed any employee whose salary exceeds Rs.24,00,000/- per annum or Rs. 2,00,000/- per month during the year. Particulars Regarding Conservation Of Energy, Technology Absorption And Foreign Exchange Earning And Outgo Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217 (1) (a) of the Companies Act. 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not being given, since the company is not engaged in manufacturing activity during the year, the company did not earn and spend any foreign exchange in the current year. Directors Responsibility Statement As required under section 217 (2AA) of the Companies Act, 1956, it is hereby stated that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The Directors had selected such accounting policies and applied them consistently and made prudent so as to give a true and fair view of the state of affairs of the Company at the end of the care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets 88

91 Annual Report of the Company and for preventing and detecting fraud and other irregularities; and d) The Directors had prepared the annual accounts on a going concern basis. Re Appointment Of Directors As per the provisions of the Companies Act, 1956, read with Articles of Association of the Company, Mr. Dinesh Nandwana, retire by rotation and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting. Acknowledgements Your Directors wish to place on record their appreciation and acknowledgement with gratitude for the support & assistance to the Company s Banker, Shareholders and Customers. Your Directors place on record their deep sense of appreciation for the devoted service of the executive and staff at all level of the company. For and on behalf of the Board of Vakrangee IT Solutions Ltd. Place: Mumbai Dinesh Nandwana Date : 30/06/2009 Director 89

92 Vakrangee IT Solutions Limited AUDITORS REPORT To, The Members of Vakrangee IT Solutions Ltd. 1. We have audited the attached Balance Sheet of Vakrangee IT Solutions Ltd. as at 31st March year ended on that date, annexed thereto. These Company s management. Our responsibility is to based on our audit. 2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about misstatement. An audit includes examining, on a test basis, evidence supporting the amounts audit also includes assessing the accounting by management, as well as evaluating the overall our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor s Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in paragraph 4 of the said order. 4. Further to our comments in the Annexure referred to above, we report that: a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit. b. In our opinion, proper books of accounts as required by law have been kept by the Company, so far as appears from our examination of those books. c. The Balance Sheet and Cash Flow dealt with by this report are in agreement with the books of account. d. In our opinion, the Balance Sheet dealt with by this report comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, e. On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report on 31st March 2009 from being appointed as a director in terms of clause (g) of subsection (1) of Section 274 of the Companies Act, f. In our opinion and to the best of our information and according to the explanations given to us, the accounts given the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31st, 2009; ii. In the case of Cash Flow Statement, of the Cash Flow for the year ended on that date. For S.K. Patodia & Associates Chartered Accountants (Sunil Patodia) Place: Mumbai Partner Date: 30/06/2009 M. No

93 Annual Report ANNEXURE TO THE AUDITOR S REPORT Annexure to the Auditor s Report of even date to the members of Vakrangee IT Solutions Limited on the Based on the audit procedures performed for the statements of the company and taking into consideration the information and explanations given to us and the books of accounts and other records examined by us in normal course of audit, we report that: (i) (a) The company has maintained proper records showing full particulars, including assets. (b) The Fixed assets have been physically intervals. No material discrepancies were (v) (vi) 6,36,000 (Closing Balance Rs. 34,26,190) taken from its holding company during the year. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its weakness has been noticed in internal control. Based on audit procedures applied by us and according to the information and explanations provided, there were no transactions that needed to be entered in the register maintained under section 301 of the Companies Act, (c) During the year, Company has not disposed from public. (ii) (iii) (iv) The Company has no inventories during the year. According to the information and explanation given to us, the Company has not granted loans, other parties covered in the register maintained under Section 301 of the Companies Act, According to the information and explanation given to us, the Company has not taken any unsecured loan from parties covered in the register maintained under section 301 of the Companies Act 1956, except a loan of Rs. (viii) In our opinion, the company has an adequate internal audit system commensurate with the size and the nature of its business. (ix) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, (x) (a) According to the information and explanation given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues applicable to it. 91

94 Vakrangee IT Solutions Limited (b) According to the records of the company and information and explanations given to us, there are no dues in respect of sales tax, income tax, service tax, custom duty, wealth tax, excise duty, cess on the balance sheet date which have not been deposited on account of any dispute. (xi) The Company does not have any accumulated year. (xii) The Company has not defaulted in repayment debentures holders as at the balance sheet date. (xiii) According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiv) The provisions of any special statute applicable are not applicable to the company. (xv) The Company has not dealt with or traded in share, securities, debentures and other investment during the year. (xvi) The Company has not given any guarantee for institutions. (xvii) The company has not received any term loan during the year. records examined by us and the information and explanations given to us on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term (xix) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of Companies Act, 1956 during the year. (xx) The Company has not issued any debenture during the year. (xxi) The Company has not raised any money by public issue during the year. (xxii) Based upon the audit procedures performed, and information and explanations given by the management, no fraud on or by the Company was noticed or reported during the year. For S.K. Patodia & Associates Chartered Accountants (Sunil Patodia) Place: Mumbai Partner Date: 30/06/2009 M. No

95 Annual Report Balance Sheet As At 31st March 2009 Schedule As at 31 March, 2009 (Rupees) As at 31 March, 2008 SOURCE OF FUNDS SHARE HOLDERS FUND (a) Share Capital A 100,500, ,500,000 (b) Reserves & Surplus. B 400,000, ,000,000 LOAN FUNDS Unsecured Loans C 3,426,190 2,790,190 Total 503,926, ,290,190 APPLICATION OF FUNDS Intellectual Property Right 500,000, ,000,000 CURRENT ASSETS, LOANS & ADVANCES D Cash & Bank Balances 9,941 57,750 Less: Current Liabilities E 110, ,929 Net Current Assets (100,674) (663,179) MISCELLANEOUS EXPENDITURE : F Priliminary Expenses 2,219,800 2,219,800 Pre Operative Expenses 1,807,064 1,733,569 Total 503,926, ,290,190 SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS G As per our report of even date attached. For and on behalf of the board For S.K. Patodia & Associates Chartered Accountants Dinesh Nandwana Dr. Nishikant Hyatnagarkar - Director - Director Sunil Patodia Partner Membership No B. K. Gupta - Director 93

96 Vakrangee IT Solutions Limited Cash Flow Statement for the year ended on 31st March 2009 (Rs. In Lacs) PARTICULARS A. CASH FLOW FROM OPERATING ACTIVITIES B. CASH FLOW FROM INVESTING ACTIVITIES 1. Purchase of Fixed Assets. - (50,00,00,000) 2. Miscelleneous Expenditure (73.495) (39,53,369) 3. Sundry Creditors (6,10,314) 7,20,929 Net Cash Used In Investing Activities (6,83,809) (50,32,32,440) C. CASH FLOW FROM FINANCING ACTIVITIES 1. Issue of Share Capital - 10,05,00, Share Premium - 40,00,00, Proceed from Borrowings 6,36,000 27,90,190 Net Cash From Financial Activities 6,36,000 50,32,90,190 Cash and Cash Equivalents as on ,750 - Net increase / (decrease) in Cash and Cash Equivalents (47,809) 57,750 Cash and Cash Equivalents as on ,941 57,750 As per our report of even date attached. For and on behalf of the board For S.K. Patodia & Associates Chartered Accountants Sunil Patodia Partner Membership No Dinesh Nandwana - Director Dr. Nishikant Hyatnagarkar - Director B. K. Gupta - Director 94

97 Annual Report Schedules of Balance Sheet as on 31st March 2009 (Rupees) PARTICULAR Schedule `A : Share Capital Authorised 3,00,00,000 Equity Shares of Rs. 10/- each 300,000, ,000, ,000, ,000,000 Issued Subscribed and Paid Up 100,50,000 (Previous year 100,50,000) Equity Share of Rs 10/- 100,500, ,500,000 Each fully paid in Cash 100,500, ,500,000 Schedule `B : Reserves & Surplus Share Premium Account 400,000, ,000, ,000, ,000,000 Schedule C : Unsecured Loan Vakrangee Software Limited 3,426,190 2,790,190 3,426,190 2,790,190 Schedule `D Cash & Bank Balances (a) Balances with Scheduled Bank (i) In Current Accounts HDFC Bank 6,981 54,390 (b) Cash in Hand 2,960 3,360 Total 9,941 57,750 95

98 Vakrangee IT Solutions Limited Schedule E : Current Liabilities Sundry Creditors for Expenses Bansal, Bansal & Co. 19,726 - MVK Associates 11,030 - PricewaterhouseCoopers Pvt. Ltd. 18, ,340 S. K. Patodia & Associates 57,772 28,090 Provisions TDS Payble 3,408 78,499 Total 110, ,929 Schedule `F : Miscelleneous Expenditure Preliminary Exp 2,219,800 2,219,800 Total 2,219,800 2,219,800 Pre-Operative Expenses Conveyance Exp Bank Charges 5,045 - Filing Fee 2,601 2,601 Legal Charges 1,004,144 1,003,744 2,310 - Printing & Stationery 2,704 - Professional Fee 728, ,839 Audit Fee 61,180 28,090 Total 1,807,064 1,733,569 96

99 Annual Report the generally accepted accounting principles. generally accepted accounting principles. b. Accounting of Income & Expenditure accrual basis except as stated otherwise. c. Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes all costs incidental to acquisition, installation, commissioning, pre-operative expenses allocated to such assets. However no deprecation has been provided on Intellectual Property Rights in view of the facts that they have not yet been put to commercial use. d. Miscellaneous Expenditure operations. e. Pre-operative expenses will be capitalized in the year in which commercial operation will start 2. NOTES TO ACCOUNTS: a. b. has been prepared. c. In the opinion of management, current assets, loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet. The provisions for all known liabilities are adequate and not in excess of the amount reasonably stated. d. Segment Reporting The company has not started commercial operation yet, therefore the information required as per AS-17 Segment reporting and AS-20 Earnings per share is not applicable. 97

100 Vakrangee IT Solutions Limited e. Related Party Disclosures Disclosure as required by the AS 18 are given below: I. List of Related Parties Companies having common directors 1. Dream River (Neral) Developers Private Limited 2. Vakrangee Technologies Limited 3. Vakrangee Softwares Limited 4. E-Doc Vision Infotech Private Limited 5. NJD Biotech Private Limited 6. NJD Infrastructure Private Limited 7. NJD Holdings Private Limited II. Key Management Personnel and Relatives 1. Mr. Dinesh Nandwana 2. Mr. B. K. Gupta 3. Mr. Santosh Dash 4. Dr. Nishikant Hyatnagarkar Nature of Transaction Name of related Party Amount Loans and advances Received during the year Vakrangee Softwares Limited Rs Lacs f. Impairment of Assets in accordance with AS-28 Impairment of assets. g. Auditors Remuneration (Amount in Rs.) Particulars Statutory Audit Fees 30,000/- 25,000/- Service Tax 3,090/- 3,090/- Total 33,090/- 28,090/- h. Additional Information pursuant to Part II of Schedule IV of the Companies Act, (Amount in Rs.) Particulars Earnings and Expenditure in Foreign Currency Nil Nil As per our report of even date attached. For and on behalf of the board For S.K. Patodia & Associates Chartered Accountants Dinesh Nandwana Dr. Nishikant Hyatnagarkar - Director - Director Sunil Patodia Partner Membership No B. K. Gupta - Director 98

101 Annual Report i) Registration Details Registration No. Balance Sheet Date State Code ii) Capital Reissued During The Year Public Issue N I L Right Issue N I L Bonus Issue N I L Private Placement N I L iii) Position of Mobilisation and Deployment of Fund Total Libilities Total Assets Sources of Fund Paid-up Capital Reserve & Surplus Secured Loans N I L Unsecured Loans Deferred Liabilities N I L Application of Funds Net Fixed Assets Net Current Assets N I L iv Performance of the Company Turnover (Gross Receipt) N I L Total Expenditure N I L N I L N I L Annualized N I L N I L v) Generic Names of Principal Products. Services of the Company Item Code No. (ITC Code) Not Applicable Product Description As per our report of even date attached. For and on behalf of the board For S.K. Patodia & Associates Chartered Accountants Sunil Patodia Partner Membership No Dinesh Nandwana - Director Dr. Nishikant Hyatnagarkar - Director B. K. Gupta - Director 99

102 E-Doc Vision Infotech Pvt. Ltd. DIRECTORS REPORT TO, THE MEMBERS annual report along with the Audited Annual Accounts for the period ended 31st March, 2009 and report that: Financial Performance Your company has incurred a loss of Rs. 261,056/- during the current period. Dividend In view of the losses, your Directors are unable to recommend any dividend for the period under review. Auditors M/s. MVK Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting, being eligible, they offer themselves for re-appointment. Auditor s Report The observations made in the Auditor s Report are selfexplanatory and therefore does not call for any further comment under section 217(3) of the Companies Act, Particulars of Employees The information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, as the Company has not employed any employee whose salary exceeds Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month during the year. Particulars Regarding Conservation Of Energy, Technology Absorption And Foreign Exchange Earning And Outgo. Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217 (1) (a) of the Companies Act. 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not being given, since the company is not engaged in manufacturing activity during the period under review, the company did not earn and spend any foreign exchange in the current period. Directors Responsibility Statement As required under section 217 (2AA) of the Companies Act, 1956 it is hereby stated that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistently and made prudent so as to give a true and fair view of the state of affairs of the Company at the end of the care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and d) The Directors have prepared the annual accounts on a going concern basis. Acknowledgements Your Directors wish to place on record their appreciation and acknowledgement with gratitude for the support & assistance to the Company s Banker, Shareholders and Customers. Your Directors place on record their deep sense of appreciation for the devoted service of the executives and staff at all levels of the company. For and on behalf of the Board of e-doc Vision Infotech Pvt. Ltd. Place: Mumbai Date : 30/06/2009 Dinesh Nandwana Director 100

103 Annual Report AUDITORS REPORT To, The Members of E-Doc Vision Infotech Pvt. Ltd. We have audited the attached Balance Sheet of E-Doc & Loss account of the Company for the period ended on are the responsibility of the Company s management. Our responsibility is to express an opinion on these We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain statements are free of material misstatement. An audit includes examining, on a test basis, evidence statements. An audit also includes assessing the made by management, as well as evaluating the overall audit provides a reasonable basis for our opinion. The Companies (Auditor s Report) Order, 2003, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, is not applicable to the company within the meaning of clause (iv) of the paragraph 2 of the said order. Further, we report that: a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit. b. In our opinion, proper books of accounts as required by law have been kept by the Company, so far as appears from our examination of those books. dealt with by this report is in agreement with the books of account. d. In our opinion, the Balance Sheet dealt with by this report comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, e. On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report on 31st March 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, f. In our opinion and to the best of our information and according to the explanations given to us, the accounts gave the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31st 2009; of the Loss of the company for the period ended on that date; and iii. In the case of the Cash Flow Statement, that date. For MVK ASSOCIATES Chartered Accountants Place : Mumbai Date : 30/06/2009 (Vishnu Garg) Partner M. No

104 E-Doc Vision Infotech Pvt. Ltd. Balance Sheet as at 31st March, 2009 (Amount in Rupees) Schedule As at SOURCES OF FUNDS Shareholders Funds Share Capital 1 100,000 Unsecured Loan Vakrangee Software Ltd 294,573 Total 394,573 APPLICATION OF FUNDS Current Assets, Loans & Advances 2 Cash & Bank Balance 60,985 Loans & Advances 108, ,839 Less : Current Liabilities & Provisions 3 41,618 Net Current Assets 128,221 Miscelleneous Expenditure 4 Preliminary Expenses 5, ,056 Total 394, As per our report of even date attached For MVK Associates Chartered Accountants For E-Doc Vision Infotech Pvt. Ltd. Vishnu Garg Dinesh Nandwana Satish Saundatti Partner Director Director M. No Place : Mumbai Dated : 30th June

105 Annual Report (Amount in Rupees) Schedule As on INCOME Professioal Fees 45,000 45,000 EXPENDITURE Business Expenditure 5 303,318 Preliminary expenses written off 1, ,642 (259,642) Provision for taxation - Less: Provision for FBT 1,414 (261,056) (261,056) Earnings per share (26.11) 6 As per our report of even date attached For MVK Associates Chartered Accountants For E-Doc Vision Infotech Pvt. Ltd. Vishnu Garg Dinesh Nandwana Satish Saundatti Partner Director Director M. No Place : Mumbai Dated : 30th June

106 E-Doc Vision Infotech Pvt. Ltd. Cash Flow Statement For The Period Ended On 31st March 2009 (Amount in Rs.) PARTICULARS As at A. CASH FLOW FROM OPERATING ACTIVITIES (261,055.88) - Debtors, Loans & Advances (108,854.00) - Inventories - - Current Liabilities & Provisions 41, NET CASH FROM OPERATING ACTIVITIES (328,292.08) B. CASH FLOW FROM INVESTING ACTIVITIES 1. Purchase of Fixed Assets Miscelleneous Expenditure (5,296.00) NET CASH USED IN INVESTING ACTIVITIES (5,296.00) C. CASH FLOW FROM FINANCING ACTIVITIES 1. Issue of Share Capital 100, Proceed from Borrowings 294, NET CASH FROM FINANCIAL ACTIVITIES 394, Cash and Cash Equivalents as on Net increase / decrease in Cash and Cash Equivalents 60, Cash and Cash Equivalents as on , As per our report of even date attached For MVK Associates For E-Doc Vision Infotech Pvt. Ltd. Chartered Accountants Vishnu Garg Dinesh Nandwana Satish Saundatti Partner Director Director M. No Place : Mumbai Dated : 30th June

107 Annual Report Schedules to the Financial Statements as at 31st March 2009 (Amount in Rs.) As at Schedule 1 Share Capital Authorised Capital 10,000 Equity shares of Rs. 10/- each 100, ,000 Issued, Subscribed and Paid up capital 10,000 Equity shares of Rs. 10/- each fully paid up 100, ,000 Schedule 2 Current Assets, Loans And Advances Current Assets Cash and Bank Balance: Cash- in- Hand 17,565 Balance with Bank Accounts 43,420 60,985 Loans & Advances EMD- Nehru Memorial Museum & Library 100,000 Prepaid Expenses ( ) 3,125 TDS Receivable ( ) 5, , ,839 Schedule 3 Current Liabilities & Provisions Sundry Creditors Kanchan Enterprises 416 S.K.Patodia & Associates 5,056 MVK Associates 11,030 Duties & Taxes Payable FBT Payable 1,414 TDS on Contract 731 TDS on Professional Fees 17,965 Service Tax on Professional Fees 5,006 41,

108 E-Doc Vision Infotech Pvt. Ltd. Schedules to the Financial Statements as at 31st March 2009 (Amount in Rs.) As at Schedule 4 Miscelleneous Expenditure Preliminary Expenses 6,620 Less: Preliminary Expenses W/off 1,324 5,296 Schedule 5 Business Expenditure Audit Fees 11,030 Bank Charges 1,432 Conveyance Charges 7,700 Registration Charges 458 2,168 Printing & Stationery 7,538 Professional Fees 178,925 Salary & Wages 13,015 Travellling Expenses 52,385 Web Design & Development Charges 24,500 Web Hosting 4, ,

109 Annual Report Basis Of Preparation Of Financial Statements generally accepted accounting principle in India, the provisions of the Companies Act, 1956 and the applicable accounting standards issued by the ICAI. 2. Fixed Assets Fixed Assets including Land are recorded at cost. The Company capitalises all costs relating to Fixed Assets acquisition and installation of the same. 3. Depreciation / Amortisation (a) Depreciation on additions to Assets is calculated Pro-rata from the date of such additions and similarly on deletion from assets is calculated pro rata up to the date of deletion. (b) Depreciation on assets except to the extent stated in (a) above, has been provided at the rates and in the manner prescribed in schedule XIV to the Companies Act, 1956 on Straight Line Method and in accordance with the provisions of Section 205(2) (b) of the Companies Act, Impairment Of Assets An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impaired 5. Taxation Tax expenses for a year comprise of current tax and deferred tax. Current tax is measured after taking into consideration, the deductions and exemptions admissible under the provision of Income Tax Act, 1961 and in accordance with Accounting Standard 22 on Accounting for Taxes on Income, issued by ICAI. Deferred Tax assets or liabilities are recognised for further tax consequence attributable to timing difference between taxable income and accounting income that are measured at relevant enacted tax rates. At each Balance Sheet date the company reassesses unrecognized deferred tax assets, to the extent they become reasonably certain or virtually certain of realization, as the case may be. 7. Recognition Of Income And Expenditure Incomes & Expenditures are generally accounted on Accrual basis as they are earned or incurred except as stated otherwise. 8. Investment There are no investments during the year. However investments are carried at Cost. 9. Sundry Debtors Sundry debtors are carried at Book Value. 10. Amortisation Of Preliminary Expenses Preliminary expenses are written off over a period of 5 years. 107

110 E-Doc Vision Infotech Pvt. Ltd. B) Notes On Accounts: 2. There is no contingent liability to be provided for. 3. Estimated value of contract remaining to be executed on capital account (net of advance) Rs. NIL. and resultant reconciliation, if any. 5. In the opinion of Board of Directors of the Company, the Current Assets, Loans and Advances have the value on realisation in the ordinary course of business at least equal to the amount at which they are stated. 6. Segment Reporting: The Company primarily deals in the consultancy business in software sector and hence there is no Primary reportable segment in the context of Accounting Standard 17 issued by The Institute of Chartered Accountants of India. As the Company s Export Turnover is Nil, there is no reportable geographical segment. 7. Related Party Disclosures (As per AS-18) (A) List of related parties: Sr. No. Name of The Related party Relationship 1 Dream River (Neral) Developers Private Limited Company having common Directors 2 Vakrangee Technologies Ltd. Company having common Directors 3 Vakrangee Softwares Ltd. Company having common Directors 4 Vakrangee IT Solutions Ltd. Company having common Directors 5 NJD Holdings Pvt Ltd. Company having common Directors 6 NJD Infrastructure Pvt Ltd Company having common Directors 7 NJD Biotech Pvt. Ltd. Company having common Directors 8 Mr. Dinesh Nandwana Key Management Personnel 9 Mr. Satish Saundatti Key Management Personnel 10 Mr. Santosh Dash Key Management Personnel (B) Related Party Transactions: Nature of Transaction Name of related Party Amount Loans and advances Received during the year Vakrangee Softwares Limited Rs. 2,94,573/- Loans and advances Received during the year Satish Saundatti Rs. 17,965/- Professional Fees Relocation Expenses Satish Saundatti Rs. 1,74,425/- 9. Payment to Auditors included in legal & Professional Fees represents: Particular Amount in Rs For Audit Fees 10,000/- Service Tax 1,030/- Total 11,030/- 108

111 Annual Report Additional information as required to the pare 3 and 4 of part II to the schedule VI of the Companies Act, 1956 either NIL or Not Applicable. 11. Additional information as required under part IV of schedule VI of the Companies Act, 1956 are given in ANNEXURE 1 herewith. As per our report of even date attached For MVK Associates Chartered Accountants For E-Doc Vision Infotech Pvt. Ltd. Vishnu Garg Dinesh Nandwana Satish Saundatti Partner Director Director M. No Place : Mumbai Dated : 30th June

112 E-Doc Vision Infotech Pvt. Ltd. i) Registration Details Registration No. U72200MH2008PTC State Code 1 1 Balance Sheet Date ii) Capital Reissued During The Year Public Issue N I L Right Issue N I L Bonus Issue N I L Private Placement N I L iii) Position of Mobilisation and Deployment of Fund Total Libilities Total Assets Sources of Fund Paid-up Capital Reserve & Surplus N I L Secured Loans N I L Unsecured Loans Application of Funds Investment NI L Net Current Assets N I L iv Performance of the Company Turnover (Gross Receipt) Total Expenditure N I L v) Generic Names of Principal Products. Services of the Company Item Code No. (ITC Code) Not Applicable Product Description As per our report of even date attached For MVK Associates Chartered Accountants For E-Doc Vision Infotech Pvt. Ltd. Vishnu Garg Dinesh Nandwana Satish Saundatti Partner Director Director M. No Place : Mumbai Dated : 30th June

113 NOTES Annual Report

114 E-Doc Vision Infotech Pvt. Ltd. NOTES 112

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