Atcom Technologies Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

The Directors have pleasure in presenting their 35^th Annual Report on the business and operations of
the Company along with the Audited Financial Statements of the Company for the financial year
ended on March 31, 2024.

1. FINANCIAL HIGHLIGHTS (Rs.in 000)

Financial Results and	Standalone		Consolidated
Appropriations	Year ended 31/03/2024	Year ended 31/03/2023	Year ended 31/03/2024	Year ended 31/03/2023
Revenue from Operations	24	0.00	24	0.00
Other Income	1080	2024	1,080	2024
Total Revenue	1105	2024	1,105	2024
Profit Before Tax (PBT)	(-2342)	(-1750)	(2354)	(1751)
Less: Taxation	0.00	0.00	0.00	0.00
Net Profit after Tax (PAT)	(-2342)	(-1750)	(2354)	(1751)
Other Comprehensive income (net of tax)	0.00	0.00	0.00	0.00
Total comprehensive income for the year	0.00	0.00	0.00	0.00
Balance brought forward from Previous Year	(16,84,616)	(16,82,866)	(17,04,886)	(17,04,886)
Profit/(Loss) for the year	(2342)	(1750)	(2354)	(1751)
Reversal of excess provision of tax
Others	-	-	-	-
Balance carried to Balance Sheet (including any other reversal)	(16,86,958)	(16,84,616)	(17,07,240)	(17,06,644)

Note: The Company discloses financial results on a quarterly basis of which results are subjected to
limited review and publishes audited financial results on an annual basis. The Financial Statements
as stated above are also available on the website of the Company at www.atcomtech.co.in

2. NATURE OF BUSINESS

The Company is engaged in the activities of Manufacturing and Trading in Weighing scales etc.
There was no change in nature of the business of the Company, during the year under review.

3. MATERIAL CHANGES AND COMMITMENTS

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

4. FINANCIAL PERFORMANCE
Consolidated

During the year under review, the Company recorded consolidated total revenue of Rs. 1105 thousand
as compared to Rs. 2024 thousand for the previous year and Loss before Tax stood at Rs. 2354
thousand for the year under review as compared to Rs. 1751 thousand for the previous year.

Standalone

During the year under review, the Company recorded total revenue of Rs. 1105 thousand as compared
to Rs. 2024 thousand for the previous year and loss before Tax stood at Rs. 2342 thousand for the
year under review as compared to Rs. 1750 thousand for the previous year.

5. DIVIDEND

Due to the loss incurred, Directors have not recommended any dividend for the year under review.

6. TRANSFER TO GENERAL RESERVES

During the year under the review, the Company has not transferred any amount to general reserves.

7. MANAGEMENT DISCUSSION AND ANALYSIS

Management’s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section, forming
part of the Annual Report.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
consolidated financial statement of the Company and its subsidiary is attached. The consolidated
financial statements have been prepared in accordance with the relevant accounting standards as
prescribed under Section 129 (3) of the Act. These financial statements disclose the assets, liabilities,
income, expenses and other details of the Company and its subsidiary.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules
framed thereunder and pursuant to Clause 33 (3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company had prepared consolidated financial statements of
the company and its subsidiaries and a separate statement containing the salient features of financial

statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of the Directors’
Report as Annexure -I.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, to the best
of their knowledge and ability state that:

a) In preparation of 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
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit or loss of the Company for
that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the year ended March 31, 2024 on going
concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and
that such Internal Financial Controls are adequate and were operating effectively; and

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

10. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of
the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the
Company.

11. CORPORATE GOVERNANCE

The Company recognizes the importance of Good Corporate Governance, which is the tool of
building strong and everlasting beneficial relationship with customers, suppliers, bankers and more
importantly with the investors. Corporate Governance is strongly driven by our values such as
quality, commitment, customer orientation and integrity.

Our Corporate Governance Report for the year 2023-24 forms an integral part of this Annual Report,
together with the Certificate from the auditors of the Company regarding compliance with the
requirements of Corporate Governance as stipulated in Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members of the Board of Directors of the Company are of proven competence and integrity.
Besides having financial literacy, experience, leadership qualities and the ability to think
strategically, the Directors have a significant degree of commitment to the Company and devote
adequate time for the meetings, preparation and attendance.

Appointment

During the year under review, Mr. Girirajsinh Devendrasinh Chudasama was appointed as
Independent Director w.e.f. December 29, 2023.

Cessation

Mr. Ankur Kunwarsen Jain resigned from the position of Director of Atcom Technologies Limited,
effective September 30, 2023.

Retirement By Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Ms. Tanvi Doshi
(DIN: 01277738) will retire by rotation at the forthcoming Annual General Meeting and, being
eligible, has offered herself for reappointment. The Board recommends her reappointment.

As per Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and relevant provisions of the Companies Act, 2013, a brief profile of the Director to be
appointed/reappointed is included in the Notice, which forms part of this Annual Report.

Board Independence

‘Independence’ of Directors means as defined in Regulation 16(b) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section
149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the
Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors
are Independent:

a) Mr. Sumair Farukbhai Vidha

b) Mr. Girirajsinh Devendrasinh Chudasama

c) Ms. Shreya Ketanbhai Mehta

Declaration by Independent Directors

The Company has received declarations from all the independent directors of the Company that they
meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and
Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant
to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder.

Mr. Vikram Doshi - Managing Director w.e.f. February 13, 2024
Mr. Sanjay Nimbalkar - Chief Financial Officer w.e.f. March 12, 2019

Policy on Director’s Appointment and Remuneration

The current policy is to have an appropriate mix of executive and independent directors to maintain
the independence of the Board and separate its functions of governance and management. The Board
consists of six members, three of whom are independent directors. The Company’s policy on
directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has
been disclosed in the corporate governance report.

Board Evaluation

The Company has devised a Board Evaluation Framework for the performance evaluation of
Independent Directors, Board, Non-Independent Directors and Chairman of the Company. Pursuant
to this framework.

The Board has carried out the annual evaluation of its own performance as well as the evaluation of
the working of its Committees and individual Directors, including Chairman of the Board. This
exercise was carried out through a structured questionnaire prepared separately for Board, Committee
and individual Directors. The Board acknowledged certain key improvement areas emerging through
this exercise and action plans to address these are in progress.

The performance evaluation of the Non-Independent Directors including Chairman was done by the
Independent Directors. The Nomination and Remuneration Committee has further carried out
evaluation of all Directors including Independent Directors. The report of performance evaluation so
arrived at was then noted and discussed by the Nomination and Remuneration Committee.

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and
Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read together with Rule 8(3)
of the Companies (Accounts) Rules, 2014 forms part of this Report as Annexure II.

14. EXTRACTS OF ANNUAL RETURN

As required under Section 134(3)(a) and sub-section (3) of Section 92 of the Companies Act, 2013
read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Extract of the
Annual Return as at March 31, 2024 is put up on the Company’s website and can be accessed at
https://www.atcomtech.co.in/annual-report-policies.

15. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required pursuant to Section 197 of the Companies Act, 2013 read with read with
rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended, is not annexed hereto as none of the employees have drawn remuneration exceeding
Rs.5,00,000/- p.m. or Rs.60,00,000/- p.a.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

No related party transactions were entered during the financial year. There are no materially
significant related party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict with interest of the company
at large. Accordingly, the disclosure of related party transaction as require under Section 134(3)(h)
of the Companies Act, 2013 in form AOC-2 is not applicable.

17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There has not been an occasion for transfer of any sums to the Investor Education and Protection
Fund.

18. AUDITORS
Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014, M/s Gada Chheda &Co. LLP (Firm Registration No. W100059), Chartered
Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing
Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the
Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in
accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of
the Company. The Board recommends the reappointment of M/s. Gada Chheda &Co. LLP (Firm
Registration No. W100059), Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Notice of AGM for
seeking approval of members.

Audit Report

The Statutory Auditors of the Company have submitted Auditors’ Report, which have certain
Qualifications on the Financial Statements for the year ended on March 31, 2024.

Management’s Explanation to the Auditor’s Qualifications:

In respect of the qualification with regards accumulated losses and its net-worth being substantially
eroded. The Company is currently under liquidation in the High Court. Further the Company has also
filed a scheme of rearrangement & compromise with the NCLT. These conditions state that a material
uncertainty exists that may cast significant doubt on the entity’s ability to continue as a going concern.
Management’s explanation: The Company ran into financial troubles in 2003-04. Since loans
agreed upon were not disbursed by the consortium lenders within the requisite time, the project failed.
The promoters have undertaken resolution discussions with the remaining lenders. The Company has
also undertaken the process of revoking its suspension with the exchanges in the last year and has
filed its restructuring scheme with NCLT. The management in confident of reviving the company
after its restructuring exercise. The Company will continue to remain a going concern.

b) All term loans & working capital facilities availed by the Holding Company from various banks
& financial institutions were classified as Non-Performing Assets (NPAs)in earlier financial years.
The Holding Company has not made any provision for interest on these loans over the years since no
communication was received from the lenders regarding the amount of interest provision as the same
were classified as NPAs.

Management’s explanation: The bank has not recorded any interest on these assets from 2003 nor
has the company received any intimation of the same. Therefore, the same has not been booked.

Secretarial Auditor

The Board appointed Mr. Sanil Dhayalkar & Co., (ACS No: 31036, COP No: 16568), Practicing
Company Secretaries, to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial
Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure
III to this Report. Secretarial Audit Report have certain Qualifications for the year ended on March
31, 2024 is as under:

Management’s Explanation to the Secretarial Auditor’s Qualifications:

a) During the period under review the status of the Company under Bombay Stock Exchange Ltd
(BSE) and National Stock Exchange of India Ltd (NSE) is “Suspended due to Penal reasons”.

Managements Reply: The Company was suspended in 2006. It is now compliant with SEBI (LODR)
Regulations, 2015 and has applied for revocation of suspension which is in process.

b) Maintenance of a Structured Digital Database as required under regulation 3(5) of SEBI (PIT)
Regulations, 2015

Managements Reply: The Company has maintained the database internally in Excel format with
adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering
of the database.

Annual Secretarial Compliance Report

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019 read with Regulation
24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, directed listed entities to conduct Annual Secretarial compliance
audit from a Practicing Company Secretary of all applicable SEBI Regulations and
circulars/guidelines issued thereunder.

The said Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing
Company Secretaries is required to be submitted to Stock Exchanges within 60 days of the end of the
financial year.

The Company has engaged the services of Mr. Sanil Dhayalkar & Co., Practicing Company
Secretaries (ACS No: 31036, COP No: 16561) and Secretarial Auditor of the Company for providing
this certification.

19. DEPOSITS

During the year, there is no amount on account of principal or interest on public deposits was
outstanding as on the date of the Balance Sheet. Hence there are no particulars to report about the
deposit falling under Rule 8 (5)(v) and (vi) of Companies (Accounts) Rules, 2014.

20. LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange Limited and
National Stock Exchange of India Limited.

21. SIGNING OF THE FINANCIAL STATEMENTS

This is to inform you that the Company has approved and authenticated its Audited Financial Results
for the year ended March 31, 2024 in the Board meeting duly held on May 29, 2024, which is well
within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. SIGNIFICANT & MATERIAL ORDERS

The Company has filed a Restructuring and Rehabilitation scheme in NCLT and is putting in best
efforts to bring the company back to an active state.

23. OTHER DISCLOSURES
Share Capital

The Paid-up Equity Share Capital and Preference share capital as at March 31, 2024 stood at
Rs.153400 Thousand and Rs.151127 Thousand respectively. During the year under review, the
Company has not issued any further Share Capital.

Meetings of the Board of Directors

Thirteen meetings of Board of Directors were held during the year. Particulars of meetings held and
attended by each Director are detailed in the Corporate Governance Report, which forms part of this
Report.

Audit Committee

The Audit committee comprised as Mr. Sumair Farukbhai Vidha, Independent Director (Chairman),
Ms. Shreya Ketanbhai Mehta (Independent Director), and Mr. Vikram Doshi, Executive Director.

During the year all the recommendations made by the Audit Committee were accepted by the Board.
In Conformity with the requirements of Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as
applicable, the strength of the Board as also of the Audit Committee is adequate.

Corporate Social Responsibility (CSR)

Provisions of the Section 135 of the Companies Act, 2013 and the Rules framed thereunder are not
applicable to the Company. Hence CSR report is not required to be annexed.

Particulars of Loan given, Investments made, Guarantee given and Security Provided

Particulars of loan given, investments made, guarantees given and securities provided covered under
the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial
Statements where applicable.

Internal Financial Controls

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the Statutory Auditors and the reviews performed
by Management and the relevant Board Committees, including the Audit Committee, the Board is of
the opinion that the Company’s internal financial controls were adequate and effective during the
financial year 2023-24.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company’s business and size
and complexity of its operations are in place and have been operating satisfactorily.

Risk Management Policy

The Board of Directors of the Company has put in place a Risk Management Policy which aims at
enhancing shareholders’ value and providing an optimum risk-reward trade off. The risk management
approach is based on a clear understanding of the variety of risks that the organisation faces,
disciplined risk monitoring and measurement and continuous risk assessment and mitigation
measures.

Vigil Mechanism & Whistle Blower Policy

The Company has a Vigil mechanism & Whistle blower policy under which the employees are free
to report violations of applicable laws and regulations and the Code of Conduct. The reportable
matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of
the Audit Committee, as protected disclosures through an e-mail, or dedicated telephone line or a
written letter. Employees may also report directly to the Chairman of the Audit Committee. The said
Policy is available on the website of the Company at https://www.atcomtech.co.in/single-
post/2014/04/01/WHISTLE-BLOWER-POLICY-ANDVIGILANCE-MECHANISM.

Policy on Related Party Transactions

The Board of the Company has adopted the Policy and procedure with regard to Related Party
Transactions. The policy envisages the procedure governing the materiality of Related Party
Transactions and dealing with Related Party transactions required to be followed by Company to
ensure compliance with the Law and Regulation. The said Policy is available on the website of the
Company at https://www.atcomtech.co.in/single-post/2014/04/01/RELATED-

PARTYTRANSACTION-POLICY.

Prevention of Sexual Harassment of Women at Workplace

There were no incidences of sexual harassment reported during the year under review, in terms of
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules made thereunder.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code.

24. GENERAL

Directors of the Company states that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items, during the year under review:

i. Details relating to deposits covered under Chapter V of the Act.

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iv. The Company does not have any scheme of provision of money for the purchase of its own shares
by employees or by trustees for the benefit of employees.

v. Neither the Managing Director nor the Whole Time Director of the Company receives any
remuneration or commissions from any of its subsidiaries.

vi. No fraud has been reported by the Auditors to the Audit Committee or the Board.

25. ACKNOWLEDGEMENTS

Your directors wish to place on record and acknowledge their appreciation for the continued support
and co-operation received from Government Authorities, lending institutions, and esteemed
shareholders of the company. Directors also record their appreciation for the total dedication of the
employees.

For an on behalf of the Board of Directors

Date: 13/08/2024 Vikram Doshi

Place: Mumbai Chairman & Managing Director

---

Mar 31, 2013

The Members,

The Directors have pleasure to present the Twenty-Second Annual Report with the Audited Statement of Accounts for the period ended 31st March. 2013.

FINANCIAL RESULTS

(Rupees in lacs)

PARTICULARS 2012-2013 2011-2012

Gross Profit/loss) before depreciation 5.90 (2.16)

Less: Depreciation 98.49 98.95

Operating Profit/(Lost) {92.59) (101.00}

Less: Deferred tax 0,00 0,00

Profit/!Lass) after Tan (92.59) (101.00)

Add: Waiver of Term Loan /Cash Credit OTS (28S6.66} 1137,41

Profit/(Loss) after Extra Ordinary Stem (2949,25} 1036.40

Add: Debit Balance of Profit & Loss A/c from previous year (16701.64) (17,73B.04)

fiancé available for Appropriation (19650.88) (16,701.54)

Deficit Carried to Balance Sheet (19650.88) (16,701.64)

DIVIDEND

Due to carried forward toeless, your directors regret terrine 11ity to recommend a dividend for the year under review.

BUSINESS PERFORMANCE

The turnover of the Company during the year ended 2012 -2013 amounted to Rs 1,19,32, B6S/- as com pa red to Rs. Rs98, 77,523/ranted year2011-2012 represents a rise in the business of the Company over the previous year.

D1 HECTORS

Mr Vickram A. Doss hi, Executive Director & Mr. Rajendra Pradhaan, Non-Executive Director of the Company resigned from directorship of t h e Company w.e.f. February 06, 2012.

Mr. Dilip Amichand Mehta, Mr. Sanjay JayendrakantSh3h & Mr. Pushkarsmgh Mehra Elhimssngh was appointed as Additional Director of the Company on February 03, 2012 by the Board of Directors of the Company & are proposed to be appointed as a Director of the Company.

As per provisions of Articles of Association of the Company Mr. Sanjay Shah.. the Director of the Company retires by rotation at the en suing Annual General Meeting, and being eligible, offers himself for re-appointment.

Details of directed Ltd seeking re-appointment a t the ending Armful General Meeting flicked on 2nd September, JDLZ.

Name of Director Mr. Sanjay Shah

Date of Birth 20th October,1961

Date of Appointment 03rd February, 2012

Expertise in specific functions areas Marketing

List of other Directorships held exuding foreign companies Companies under Section 25 of the Companies Act 1956 Private companies Four

Chairman/Member of the committees of the Aboard of other Companies in which Nil

he/she a Director

SUBSIDIARY COMPANIES

C2M Technologies India Limited

This subsidiary has not undertaken any significant business d Limiting the year under review.

AUDITORS

The statutory auditors, M/S C. C. Patent Co„ Chartered Accountants retire at the ensuing Annual General Meeting, and have confirmed their Eligibility and will lingoes to accept the office, if reappointed.

DIRECTORS'' REPORT

The observations of the auditory heir add it report are self- explanatory RESTRUCTURE OF THE COMPANY

The member; are a wane that during 2002-03 the Company became Sort Industrial Company as per the previsions of Sick Industrial Companies Act 19S5 ISICAI and a reference was Need with Board for Industrial and Financial Reconstruction of BIFR) for determination of the measures with respect of the Company. However sore of the seceding dersinitiated the proceed register Securitization angry Reconstruction Of Financial Assets and Enforcement of Security interest Act 2CQ2 (SFFAFS!) against the Company. As a resist the reference under SICA could not be admitted by the Bird.

After protracted negotiations with the secured tenders, the majority of seeded tenders in-principle have agreed to arrive at compromise/ agreement vote in the company and to withdraw The proceedings initiated under strafe situation, Out of payable six banks have supported the Company for rehabilitation and reconstruction and also entered for consent terms outvote which four banks have been fully settled and two banks [systems I; being don''t a;, protected if Consent term. Remaining five banks above been given revised papoose for re-appointment and reconstruction which are under their consideration. The Company is also under negotiations with promoters/ investors to bring in further funded to re Vive the company

In the circumstances, the Company proposes to restructure it''s activities through Use scheme of Reconstruction / Demerger/ Amalgamation/ Abridgement and Compromise. For this payment Company /will be required CO file necessary reference to 9IFR under SICA and /or Scheme of compromise or arrangement under Companies Act 1956 /SRFAESI.

CORPORATE GOVERNANCE

Me strive to maintain the corporate governance as Responsible. In compliance of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and National Stock Exchange Limited, 9 Report on Corporate Governance, along with the Certificate of the Auditor; on Corporate Governance is annexed to his Report.

FHXEPDEPOS

During the period under review, the Company has neither accepted nor renewed any public deposits under Section USA, read With Companies [Acceptance of Deposits) files, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the companies Act 1956 your directors confirm that;

ii) appropriate accounting policies have been selected and applied them consistently and the judgments and estimates made an reasonable and prudent so as to give a true and fair view of these late of ratfish of that Company a s a t M arch 31,2013 and of its profit for the period effected awn that date;

iii ) proper and sufficient rare has been taken for the maintenance of a adequate accounting recur reds accuracy. Farce with the provision to the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities;

iv) the annual accounts have been prepared on a going concern basis.

CONSERVATION Of ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS Ant OUTGOINGS.

IMFORMAT10N AS PER SECTION ON217(1) (e) READ WITH COMPAME5 (DIRECTORE OF PARTICULARS IN THE Profit OF BOARD OF Directors) RULES. 1988 FOR THE Perils OD ENDED MARCH 31. 3013.

CONSERVATION OF ENERGY

Use of natural light through bigger windows; skylights etc This has resulted in reduction of power consumption.

RESEARCH & DEVELOPMENT

As the Company Is under financial OR UNCH on R&D was earned out.

PARTICULARS OF EMPLOVEES

Particulars of Employees as required under Sect ten 217[2A) of the Camp parries Act, 1956 feud with the Companies (Particular of Employees) Rules, 1975, as amended is not annexed hereto as none of the employees have drawn remuneration exceeding Rs. 5,00,000/ p.m. or Rs. 60,00,000/-p.a

ACKNOWLEPCEMGNTS

Your Directors greatly appreciate the commitment and dedication of all the employees Abu would like to thank all our Customers Bankers Accents, Business Associates and various Government agencies for their construed support.

For and on behalf of the Board

Place Mumbai (sanjay Nimbalkar)

Date: 30th May, 2013 Executive Director

---

Mar 31, 2011

The Directors have pleasure to present the Twenty-first Annual Report with the Audited Statement of Accounts for the period ended 31st March, 2011.

FINANCIAL RESULTS

(Rupees in lacs)

PARTICULARS 2010-2011 2009-2010

Gross Profit/(Loss) before depreciation (51.60) (6.44)

Less: Depreciation (99.11) (103.69)

Operating Profit/(Loss) (89.73) (110.13)

Less: Deferred tax 0.00 0.00

Profit/(Loss) after Tax (89.73) (110.13)

Add: Waiver of Term Loan /Cash Credit OTS 3188.85 0.00

Profit/ (Loss) after Extra Ordinary Item (3099.12) (110.13)

Add: Debit Bal of Profit & Loss A/c from previous year (22311.95) (22201.82)

Balance available for Appropriation (19212.83) (22311.95)

Deficit Carried to Balance Sheet (19212.83) (22311.95)

DIVIDEND

Due to carried forward losses, your directors regret their inability to recommend a dividend for the year under review.

BUSINESS PERFORMANCE

The turnover of the Company during the year ended 2010-2011 amounted to Rs.1,434,640 as compared to Rs.512,503 in the year 2009-2010 representing a rise in the business of the Company over the previous year.

As evident from the above financial results and accounts, the Company continued to be under financial crises. Due to financial crises the Company could not make the optimum utilization of the resources and the same resulted into reduced sales, negative results.

DIRECTORS

As per provisions of Articles of Association of the Company Mr. Mahendra Sanghavi, the Director of the Company retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re- appointment.

Details of director seeking re-appointment at the ensuing Annual General Meeting fixed on 31st July, 2011.

Name of Director Mr. Mahendra Sanghvi

Date of Birth 18th May, 1956

Date of Appointment 24th May, 2007

Expertise in specific functional areas Marketing

List of other Directorships held excluding foreign companies, Companies under Section 25 of the Companies Act, 1956 & Private companies Five

Chairman/Member of the committees of the Board of other Companies in Nil which he/she is a Director

SUBSIDIARY COMPANIES

C2M Technologies India Limited

This subsidiary has not undertaken any significant business during the year under review.

AUDITORS

The statutory auditors M/s Jain Anil & Associates, Chartered Accountants retire at the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept the office, if re-appointed.

AUDITORS' REPORT

The observations of the auditor in their audit report are self-explanatory.

RESTRUCTURE OF THE COMPANY

The members are aware that during 2002-03 the Company became Sick Industrial Company as per the provisions of Sick Industrial Companies Act 1985 (SICA) and a reference was filed with Board for Industrial and Financial Reconstruction(BIFR) for determination of the measures with respect of the company. However some of the secured lenders initiated the proceedings under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SRFAESI) against the Company. As a result the reference under SICA could not be admitted by the BIFR.

After protracted negotiations with the secured lenders, the majority of secured lenders in-principle have agreed to arrive at compromise/ arrangement with the company and to withdraw the proceedings initiated under SRFAESI. Out of eleven banks six banks have supported the Company for rehabilitation and reconstruction and also entered for consent terms out of which four banks have been fully settled and two banks payment is being done as per schedule of Consent term. Remaining five banks have been given revised proposal for rehabilitation and reconstruction which are under their consideration. The Company is also under negotiations with promoters/ investors to bring in further funds to revive the company

In the circumstances, the Company proposes to restructure it's activities through the scheme of Reconstruction / Demerger/ Amalgamation/ Arrangement and Compromise. For this purpose the Company will be required to file necessary reference to BIFR under SICA and / or Scheme of compromise or arrangement under Companies Act 1956 / SRFAESI.

CORPORATE GOVERNANCE

We strive to maintain the corporate governance as far as possible. In compliance of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and National Stock Exchange Limited, a Report on Corporate Governance, along with the Certificate of the Auditors on Corporate Governance is annexed to this Report.

FIXED DEPOSITS

During the period under review, the Company has neither accepted nor renewed any public deposits, under Section 58A, read with Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied them consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of its profit for the period ended as on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

INFORMATION AS PER SECTION 217(1)(e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 FOR THE PERIOD ENDED 31ST MARCH, 2011.

CONSERVATION OF ENERGY

Use of natural light through bigger windows, skylights etc. This has resulted in reduction of power consumption.

RESEARCH & DEVELOPMENT

As the company is under financial crunch no R&D was carried out.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not annexed hereto as none of the employees have drawn remuneration exceeding Rs.5,00,000/- p.m. or Rs. 60,00,000/- p.a.

Acknowledgements

Your Directors greatly appreciate the commitment and dedication of all the employees. Also would like to thank all our Customers, Bankers, Clients, Business Associates and various Government agencies for their continued support.

For and on behalf of the Board

Sd/-

Place: Mumbai (Vikram A. Doshi)

Date : 30th May, 2011 Chairman

---

Mar 31, 2010

The Directors have pleasure to present the Twentieth Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rupees in lacs)

PARTICULARS 2009-2010 2008-2009

Gross Profit/(Loss) before depreciation (6.44) (4.35)

Less: Depreciation (103.69) (103.69)

Operating Profit/(Loss) (110.13) (108.04)

Less: Deferred tax 0.00 0.00

Profit/(Loss) after Tax (110.13) (108.04)

[Add: Waiver of Term Loan/Cash Credit OTS 0.00 835.97

Profit/ (Loss) after Extra Ordinary Item (110.13) 727.93

Add: Debit Bal of Profit & Loss A/c from previous year (22201.82) (22929.75)

Balance available for Appropriation (22311.95) (22201.82)

Deficit Carried to Balance Sheet (22311.95) (22201.82)

DIVIDEND

Due to carried forward heavy losses, your directors regret their inability to recommend a dividend for the year under review.

BUSINESS PERFORMANCE

The turnover of the Company during the year ended 2009-10 amounted to Rs. 512,503/- as compared to Rs. 1,122,761 in the year 2008-09 representing a fall in the business of the Company over the previous year.

As evident from the above financial results and accounts, the Company continued to be under financial crises. Due to financial crises the Company could not make the optimum utilization of the resources and the same resulted into reduced sales, negative results.

DIRECTORS

Mr. Rajendra Pradhaan Director of the Company retires by rotation at the ensuing annual general meeting and being eligible offers himself for reappointment.

SUBSIDIARY COMPANIES

C2M Technologies India Limited

This subsidiary has not undertaken any significant business during the year under review. A copy of Balance Sheet, Profit & Loss Account, Board of Directors Report and the Auditors Report of the C2M Technology India Limited has annexed herewith.

AUDITORS:

The statutory auditors M/s. Jain Anil & Associates, Chartered Accountants retire at the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept the office, if re-appointed.

AUDITORS REPORT

The observations of the auditor in their audit report are self-explanatory.

CORPORATE GOVERNANCE

We strive to maintain the corporate governance as far as possible. In compliance of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and National Stock Exchange Limited, a Report on Corporate Governance, along with the Certificate of the Auditors on Corporate Governance is annexed to this Report.

FIXED DEPOSITS

During the year under review, the Company has neither accepted nor renewed any public deposits, under Section 58A, read with Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied them consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of its Loss for the year ended as on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

INFORMATION AS PER SECTION 217(l)(e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 FOR THE YEAR ENDED 3IST MARCH, 2010.

CONSERVATION OF ENERGY

Use of natural light through bigger windows, skylights etc. This has resulted in reduction of power consumption.

RESEARCH & DEVELOPMENT: As the company is under financial crunch no R&D was carried out.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There has been neither any earning nor outgoing of foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, is not given as the same is not applicable to the Company for the year under review.

ACKNOWLEDGEMENTS

Your Directors greatly appreciate the commitment and dedication of all the employees. Also would like to thank all our Customers, Bankers, Clients, Business Associates and various Government agencies for their continued support.

For and on behalf of the Board

Sd/-

Place: Mumbai (Vikram A. Doshi)

Date: 1 st July, 2010 Chairman

---

Mar 31, 2009

The Directors have pleasure to present the Nineteenth Annual Report with the Audited Statement of Accounts for the period ended 31st March, 2009.

FINANCIAL RESULTS

(Rupees in lacs)

PARTICULARS 2008-2009 2007-2008

Gross Profit/ (Loss) before depreciation (4.35) (6.59)

Less: Depreciation (103.69) 103.69

Operating Profit/(Loss) (108.04) (110.29)

Less: Deferred tax 0.00 0.00

Profit/(Loss) after Tax (108.04) (110.29)

Add: Waiver of Term Loan / Cash Credit OTS 835.97 0.00

Profit/ (Loss) after Extra Ordinary Item 727.93 (110.29)

Add: Debit Bal of Profit & Loss A/c from previous year (22929.75) (22819.46)

Balance available for Appropriation (22201.82) (22929.75)

Deficit Carried to Balance Sheet (22201.82) (22929.75)

DIVIDEND

Due to carried forward losses, your directors regret their inability to recommend a dividend for the year under review.

BUSINESS PERFORMANCE

The turnover of the Company during the year ended 2008-09 amounted to Rs. 1122761 as compared to Rs. 1307037 in the year 2007-08 representing a fall in the business of the Company over the previous year. However on account of waiver of the amount due to bank on One Time Settlement has resulted in profits of Rs. 727.93 lacs for the year ended 31st March 2009.

As evident from the above financial results and accounts, the Company continued to be under financial crises. Due to financial crises the Company could not make the optimum utilization of the resources and the same resulted into reduced sales, negative results.

DIRECTORS

As per provisions of Articles of Association of the Company Mr. Vikram A. Doshi , the Director of the Company retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re- appointment.

Details of director seeking re-appointment at the ensuing Annual General Meeting fixed on 31st July, 2009.

Name of Director Mr. Vikram A. Doshi

Date of Birth 23rd December 1958

Date of Appointment 29thSeptember, 1994

Expertise in specific functional areas Finance, Legal & Mktg List of other Directorships held excluding foreign companies, Companies under Section 25 of the Companies Act, 1956 & Private None companies

Chairman/Member of the committees of the Board of other Three Companies in which he/she is a Director

SUBSIDIARY COMPANIES

C2M Technologies India Limited

This subsidiary has not undertaken any significant business during the year under review. A copy of Balance Sheet, Profit & Loss Account. Board of Directors Report and the Auditors Report of the C2M Technology India Limited has annexed herewith.

AUDITORS:

The statutory auditors Messrs Jain Anil & Associate , Chartered Accountants retire at the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept the office, if re-appointed.

AUDITORS REPORT

The observations of the auditor in their audit report are self-explanatory.

RESTRUCTURE OF THE COMPANY

The members are aware that during 2002-03 the Company became Sick Industrial Company as per Che provisions of Sick Industrial Companies Act 1985 (SICA) and a reference was filed with Board for Industrial and Financial Reconstruction(BIFR) for determination of the measures with respect of the company. However some of the secured lenders initiated the proceedings under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SRFAES1) against the Company. As a result the reference under SICA could not be admitted by the BIFR.

After protracted negotiations with the secured lenders, the majority of secured lenders in-principle have agreed to arrive at compromise/ arrangement with the company and to withdraw the proceedings initiated under SRFAESI. One of the secured lenders have in fact settled the matter for lower amounts which is reflected in the accounts for the year under review. The Company is also under negotiations with promoters/ investors to bring in further funds to revive the company.

In the circumstances, the Company proposes to restructure its activities through the scheme of Reconstruction / Demerger/ Amalgamation/ Arrangement and Compromise. For this purpose the Company will be required to file necessary reference to BIFR under SICA and / or Scheme of compromise or arrangement under Companies Act 1956 / SRFAESI. A special resolution in this regard seeking members approval is proposed at the ensuing Annual General Meeting

CORPORATE GOVERNANCE

We strive to maintain tine corporate governance as far as possible. In compliance of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and National Stock Exchange Limited, a Report on Corporate Governance, along with the Certificate of the Auditors on Corporate Governance is annexed to this Report.

FIXED DEPOSITS

During the period under review, the Company has neither accepted nor renewed any public deposits, under Section 58A, read with Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Art, 1956 your directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied them consistently and the judgments

and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2009 and of its profit for the period ended as on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in, accordance with tine provisions of the Act for safeguarding the assets of the Company and for preventing and delecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

INFORMATION AS PER SECTION 217(l)(e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988 FOR THE PERIOD ENDED 31ST MARCH, 2009.

CONSERVATION OF ENERGY

Use of natural light through bigger windows, skylights etc. This has resulted in reduction of power consumption.

Research & Development: As the company is under financial crunch no R&D was carried out.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, is not given as the same is not applicable to the Company for the year under review.

Acknowledgements

Your Directors greatly appreciate the commitment and dedication of all the employees. Also would like to thank all our Customers, Bankers, Clients, Business Associates and various Government agencies for their continued support.

For and on behalf of the Board

sd/-

Place: Mumbai (Vikram A. Doshi)

Date: 1st July, 2009 Chairman

---

Mar 31, 2000

The Directors take pleasure in presenting the Eleventh Annual Report together with the Audited Accounts for the financial year ended 31st March, 2000.

FINANCIAL RESULTS

1999-00 1998-99 (Rs. in Lacs) (Rs. in Lacs)

Sales 14812.32 10655.13

Gross Profit before Interest & Depreciation 2498.55 1747.53

Less : Interest 600.69 304.82

Depreciation 177.43 118.09

Profit before Tax 1720.43 1324.62

Less : Provision for Taxation — —

Profit after Tax 1720.43 1324.62

Less : Prior Year Expenses 42.23 11.21

Less : Short Provision for Income Tax (Prior Period) . — 15.73

Add : Excess Provision for Income Tax (Prior Period) — —

Add : Balance brought forward from previous year 1235.49 1493.12

Surplus Available for Appropriation 2913.69 2790.80

Appropriations :

Dividend paid on Preference Shares 159.15 185.58

Corporate Tax on Dividend Paid 12.88 18.56

Capital Redemption Reserve 100.00 700.00

Debenture Redemption Reserve 106.67 73.33

General Reserve 170.00 135.00

Proposed Dividend

On Preference Shares 40.74 34.74

On Equity Shares — 364.20

Tax on proposed dividend 11.31 43.89

Surplus carried to Balance Sheet 2312.94 1235.50

Business Operations

The overall performance of the company during 1999-2000 is reflected in its financials. Your company has increased its Sales and Net Profit to Rs. 148.08 crores & Rs. 17.59 crores as against Rs. 106.55 crores & Rs. 13.24 crores for the previous year. This accounts for a jump of a whopping 39% in Turnover and 33% in Net Profit over figures of Previous year.

The increase in Sales and Profitability was achieved even though the economy was under recessionary forces. Higher Sale was mainly achieved through a change in the business mix of the company and profitability was increased through Cost Control measures and reduction of Overheads.

The Company has relied on technological advances to stay ahead of competitors and constantly upgrades its products, introduces new versions and product ranges. The Company has launched new models in the new millenium which are not only based on superior technology but are also competitive in price. The same was achieved due to the efforts of the Companys Subsidiary ATCO Research and Development Ltd, who has been able to develop new products with latest technologies. New product development and technology upgradation have been the thrust areas of the business to meet customer requirements.

Many demand segments have been identified where the Company is trying to increase its turnover further by creating new strategies to tap those segments. The Company has received enquiries from Overseas Markets and has made a beginning by executing some orders. The Company intends to aggresively tap the overseas market and increase its overseas Sales. The Company has also taken market promotion initiatives in specific geographical markets to further strength the Brand.

The Company has during the year sucessfully installed the Plastic Containers Plant [PCB and LDPE Caps] and launched its products which are accepted well in the market. The Company has a vast ready market for consumption of PC & PET bottles and Caps. The Company can cater to the ready Captive market for its Plastic Bottles from its Subsidiary ATCO Healthcare Limited which is engaged in bottling and marketing of Mineral water. Apart from the demand for packaging from Mineral Water Industry there are also other fast growing and emerging markets for packaging products like Oil, Food Products, Soft Drinks, Fruit Juices, Dairy Products, Refits and Formulations.

The Company has also ventured into development of Software and executed some orders. The Company hopes that the Software division shall contribute substantially in the future years.

Business Prospects & Future Plans

The business mix has undergone much change over the past few years. Information Technology had much to do with this. Your Directors saw merit In diversifying and for the past few years have moved with an intention to reduce dependence on Core business. Your Company has always laid emphasis on advancement and development of a knowledge based work force and has nurtured such a work force, so as to stay ahead of competitors in your Companys core business.

You would be glad to learn that your Company has diversified into the information technology sector which is the fastest growing sector. Huge opportunities from information and knowledge centered business have been created due to technol- ogy convergence. Due to the availability of huge knowledge based force in our country, there is every possibility of emerging as a global giant in this area. Your Company has an important role to play in the transformation in the informa- tion technology sector and this will result in improved performance in future years.

In the near future, with the ongoing change in the business mix, it is envisaged that revenues will flow from the Retail Exchange, Data Center (ISP & ASP), in addition to the existing revenue streams such as, Electronic Weighing Scales, Software, Bottled Mineral Water.

Investments in New Project Initiatives

Your company has adopted an aggressive posture on a few strategic initiatives in the areas of IT solutions and eCommerce. These carefully identified projects will ensure that your company achieves its stated Vision and Mission objectives.

atcom ex - Retail Exchange

The National Retail Exchange is a project identified by your company which seeks to reinvent how business will be conducted in the new information age. Imagine if you will, a commodity/services exchange which is truly interconnected on a real time basis providing instantaneous input and output to its constituents. The players who are a part of the exchange encompass the entire demand and supply chain.

atcom eip - software division

The Company had ventured into the Software development business. Many versatile solutions have been developed in the areas of payroll, access control, food and beverage and other customised solutions. While some orders have been ex- ecuted, the Company is confident that, the Software division shall contribute substantially in future years. Marketing & demonstration of our software capabilities has been given a boost with the formation of a separate department for the very purpose. In addition to this, we have examined the possibility of promoting our software initiatives in Europe & the US. To this end, we have obtained some permissions to commence overseas operations and some approvals are awaited. Once the approvals are received we will commence our overseas operations in right earnest.

atcom net - 2nd Generation Data Centre

Its a strategic business division holding, a class A ISP license, offering broadband Internet connectivity, resolving the issue of insufficient bandwidth by making available to the retail user, bandwidth of international standards. The company plans to offer, bandwidth on demand from 256 kbps to 6 mbps. In the first phase, the company will provide connectivity in all metros and in phase two, to around 128 towns before finally extending its reach across the country.

Under implementation are projects providing WAP solutions and plans to offer its services to corporate clients customised to their specific requirements. ISP which was a new concept until some years ago in India has now become dated. If one has to survive in the current IT scenario, value must be added to the existing business model. To this end atcom net has adopted the posture of an Application Services Provider. The company provides space and support for its customers to host websites, and as soon as these sites move beyond static content into interactive functions, such as e-commerce and customer self service, the company offers managed hosting services along with utilities like application servers and database servers.

ponycart.com

A horizontal portal developed especially for your e-commerce needs offering all the assistance, solutions and more for your business, at hand. Special modules like BUSINESS LISTING, CLASSIFIEDS, AUCTION and BARTER will provide the necessary updated info and opportunity for the exposure of your business and better deals on the net. Besides this, we offer our users exclusive features which cater to your creativity on the web, like designing your own HOME PACE, adding your recipe as an international cuisine in our RECIPE section. Co public with your talent, JOBS AND CAREERS and MODELS ONLINE help other people to discover you and get you the break youve always wanted. Lonely hearts find your Mr/Ms Right in our MATRIMONIAL section by simply placing an ad which will be accessible to people all over the world. Surf and you can find the whereabouts of any person from any corner of the world you want to know about at our PEOPLE FINDER section. For fun and recreation unwind with the GAMES, TV, CHAT, SHOPPING or the cool DOWNLOADS from our site. Express your feelings with our E-CARDS and make someones day.

Equity Dividend

After much deliberation and after examining the implications from every possible angle, your board has recommended that, your company make a transition from a dividend provider to a provider of shareholder wealth. Therefore, your Directors recommend that, from this year up until 2005, we may skip payment of dividend. We are simply recommending that our shareholders plough back profit, which is normally distributed through the mechanisim of dividend, into the future that ATCO family has in store.

This is in keeping with international precedents of IT companies and bearing in mind the exhaustive future plans of ATCO. Considerable resources have been deployed to ensure better returns and will continue to be deployed over the next few years into strategic projects that your company and its subsidiaries are venturing into. It is only with the tightening of our belts that our Vision "To be Indias No. 1 Technology driven company" and our Mission "To become one of Indias Top Five Technology Companies by 2005" can be fulfilled, It has been said that "Harvest is a story of Postponing Gratification." History has shown that rewards have become available in no small measure to those who are willing to nurture ideas, translate them into projects and allow them the freedom to grow.

Our core focuses around creating shareholder wealth, by adopting all such means to achieve that objective. We at ATCO firmly believe that we are collective owners and such ownership should be rewarded handsomely with "Equity".

We are aware that this may not be a popular measure in the short run, however we are confident that our recommendation to skip dividend will be viewed under the wider perspective it deserves.

ESOPs - Rewarding Performance

We firmly believe that the only way to rapid growth is through sharing. Sharing of thoughts, ideas and sharing of wealth. Our employees are also our stakeholders & to motivate, reward & retain efficiency, we propose to implement an ESOP under SEBI guidelines. A committee has been formed to look into the nuances of this scheme and to recommend scheme policies.

Profit sharing is an effective way to recruit, retain and nurture quality personnel. It creates partners in progress and is an effective way to maintain wage overheads at reasonable levels. Our profit sharing policy, has been formulated bearing in mind the longer term objective of employee participation, retention and of course wealth creation and sharing. We take pains to explain to our employees that, like most investments, investment in profit sharing schemes is a long-term plan and one must ride out the business cycle to realize gains accruing out of such investments. Profit sharing is subject to market forces and may or may not be a popular way to attract talent when markets are faring poorly.

Keeping this in mind we propose to set up an ESOP scheme starting with 1.0 million shares of Rs. 10/- face value per share.

Investor Interface

Our definition of Investor encompasses several interest groups, many of which would like to communicate with us. The most obvious of course, are shareholders, market watchers, financiers suppliers & business associates. All these people have a genuine interest in knowing about ATCOs evolution. For this very purpose the INVESTOR INTERFACE has been created; to disseminate information on an ongoing basis to all these who have invested in our growth. We propose to comply with regulations that will pave the way for our stated objective to list on foreign stock exchanges. The Investor Interface may be accessed through our website - www.atcomworld.com.

Debt Burden

We aim to enable ATCO and group companies to become debt free within a period of three years, with a view to reduce the debt service burden on the company, in turn adding handsomely to the bottom line.

Volatile Stock Prices

All technology companies have seen volatile stock prices & ATCO is no exception. Volatility has caused us great discomfort; we can completely empathize with shareholders, since many of us hold shares in ATCO. At this time let me reassure you that, all price sensitive information is closely guarded. To this end, we have made a modest attempt at total transparency for which purpose we have launched our company web-sites. This is but the commencement of an ongoing process until we receive our objective.

Many factors affect investor perception and as an extension stock prices, not all of which are based on investment rationale. Obsession with movements at the NASDAQ is only one such factor, another being political developments. While we have no control over political developments, we can try and understand the basics of the Indian IT industry revenue models, which are somewhat different from normal DOTCOM companies listed on the NASDAQ.

We are of the firm belief that transparency of the revenue model and of revenue streams, would create wider awareness & eventually lead to a decrease of volatile stock process.

Valuation of Hidden Assets

An organizations tangible assets are of course easily measured, but, there are certain invaluable assets that may not be immediately tangible or quantified, more so in an information & knowledge driven company such as ours.

We are at the present moment evaluating our intangible assets, for our own knowledge, so that we may focus on the management of such intangibles and derive greater profit from their deployment. The assets exist in the form of People, Intellectual Property, Systems & processes, Trademarks, Productivity Tools, Brand & Customer loyalty.

Human Resources Development

Your Company has always laid emphasis on development of technology which can be achieved only if we have a good and developed knowledge based work force. The Company always recognise the fact that people represent the most valuable Capital. Training of Personnel on the job receives the highest priority in the Company and all the personnel right from shop floor to the executives have to refresh and refine their working skills by attending the mandatory modules of training.

Equity Share Capital

The Companys Equity Share Capital has increased-from Rs. 12.14 Crores to Rs. 15.34 Crores as on 31st March, 2000 consequent upon the issue of 32 Lakh Shares on Preferential basis. The additional Share Capital and the premium received has been utilised for partly funding the plastic project and normal capital expenditure and for investments made in the Subsidiary Companies. The Company has during the year commissioned its second phase of diversification project for manufacture of PC and PET bottles and LDPE Caps.

Preference Shares

During the year your Company has issued additional Cumulative Redeemable Non Convertible Preference Shares with dividend rates of 14% aggregating to Rs. 6 Crores for meeting its regular and long term Working Capital needs.

Fixed Deposits

There is no amount outstanding or unpaid towards repayment of fixed deposits or interest thereon as on the date of the report. The Company has suspended the acceptance of fresh fixed deposits.

Change of Name

During, the year the name of the Company was changed from ATCO Industries Ltd. to atcom technologies limited. The name was changed since the Companys core focus of business is in the area of high technology and the board felt that it will be in keeping with the image of the Company to reflect the Core business focus.

Year 2000 Compliance (Y2K)

The Y2K issue centered on inability of computers to distinguish last two digits of the year 2000. The problem had created a possibility of large seal disruption in computer operations the world over. Your Company had taken effective steps for dealing with the Y2K issues that pertained to all the possible risk areas. The Company had engaged the services of consultancy firms to evaluate the Computer based systems and the internally developed applications software. The transition however was smooth and there was no disruption during the changeover.

Demat Facility

The Company had taken initative to enter into an agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd to facilitate holding and trading of shares in electronic form. The requests for the de-materialisation and re-materialisation of shares received from the shareholders through the Depository participants are being processed by the Registrars and Transfer Agents of the Company.

The Securities and Exchange Board of India introduced compulsory trading in electronic form for all our shareholders from

8th May, 2000. We are confident that this will eliminate pilferage and enable a faster transfer in ownership.

Subsidiary Companies

As required under Section 21 2 of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of the Directors.

ATCO Sensors Ltd

ATCO Research & Development Ltd

ATCO Healthcare Ltd

ATCO Securities Ltd

ANEWERA Marketing Pvt Ltd

and respective Auditors Report thereon for the year ended 31st March, 2000, are annexed.

Directors

Shri Vineet A. Doshi, Director retires by rotation and being eligible offers himself for re-appointment.

Mr. Manish C. Patel and Mr. Y. K. Bhushan have been appointed as Additional Directors during the year and holds office upto the date of Annual General Meeting. Mr. Manish C. Patel and Mr. Y. K. Bhushan, being eligible offer themself for re-appointment .

The Board places on record its appreciation for valuable guidance received from Mr. P.G. Kakodkar Mr Sharad Doshi and Mr K.K.Gupta during there tenure as Directors in the Company.

Auditor & Auditors Report

M/s Haribhakti & Company, Statutory Auditors of the Company retire and offer themselves for re-appointment. The Company has obtained the Certificate as required Under Section 224(1) (B) of the Companies-Act, 1956 to the effect that their re-appointment, if made, would be in conformity with the limits specified in that Section.

The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for further comments.

Energy Conservation & Technology Absorption

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure "1" to this Report.

Appreciation

The Board of Directors expenses its appreciation of the sincere efforts made by the employees of the Company at all levels during the year and their co-operation maintaining cordial relations.

The information required under Section" 21 7(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as annexed forms parts of this report.

Your Directors place on record their appreciation of the valuable support and co-operation from its bankers, financial institutions, trade suppliers, customers, shareholders and the employees of the company.

For and on behalf of the Board

Vikram A. Doshi Chairman and Managing Director

Place : Mumbai Date : 31st August, 2000