Centerac Technologies Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors'' have pleasure in presenting 32^nd Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended 31^st March 2025.

FINANCIAL RESULTS

Particular	For the financial year	For the financial year
	ended	ended
	31st March 2025	31st March 2024
	(Amount in	(Amount in
	Rs. In Lakhs)	Rs. In Lakhs)
Revenue from Operations	87.97	68.84
Other Income	0.04	3.18
Total Income	88.01	72.02
Less: Expenses	84.13	55.16
Less: Depreciation & Amortization Expenses	0.01	0.01
Profit/ (Loss) before tax	3.87	16.85
Tax Expenses
Current Tax	NIL	NIL
Current Tax adjustment of earlier years	NIL	(0.26)
Deferred Tax	NIL	NIL
Profit/(Loss) after Tax	3.87	17.11

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS During the financial year under review the Company has generated revenue from operations of Rs. 87.97 Lakhs as compared to Rs. 68.84 lakhs generated in the previous year. The Company has earned a profit after tax of Rs. 3.87 Lakhs as compared to Rs. 17.11 lakhs earned in the previous year. Your Directors are continuously looking for avenues for future growth of the company. TRANSFER TO RESERVES The Board of Directors has not recommended transfer of any amount to reserves DIVIDEND In view to conserve the resources, the Board do not recommend any dividend for the financial year ended 31stMarch 2025. DEPOSITS During the financial year under consideration, your Company has not accepted any public deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under. BUSINESS OPERATIONS There was no change in the nature of business of your Company, during the year under review.

DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect your Company''s financial position have occurred between the end of the financial year of your Company i.e. 31^st March, 2025 and date of this Report i.e. 30^th May, 2025.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2025 was Rs. 1,10,34,700/-. During the year under review, there was no change in your Company''s Share Capital during the year under review. The Promoter and Promoter Group holds 62,33,831 shares equivalent to 56.49% of the total Issued and Paid-up Share Capital.

Your Company has not issued any bonus shares, sweat equity shares, shares with differential voting rights and equity shares on rights basis nor granted stock options during the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124(6) of the Companies Act, 2013, all shares in respect of which Dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund ("IEPF").

However the company has not declared any dividend in last seven years pursuant to which transferring unclaimed shares / dividend is not application to the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONAL

Your Company has a broad-based Board of Directors with composition of Non-Executive, Executive and Independent Directors in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as the Companies Act, 2013. The composition of Board of Directors as on March 31, 2025 is as follows:

Name of Director/KMP	Category/Designation of Directors
Mr. Sabeen Mohamed Iqbal (DIN: 03557534)	Whole Time Director & CFO
Mr. Ramesh Sundaram (DIN: 03268129)	Non-Executive/ Non-Independent Director
Mr. Rajarshi Roy (DIN: 01727056)	Non-Executive /Independent Director
Ms. Mamta Sharma (DIN: 07080870)	Non-Executive/ Independent Woman Director
Ms Shweta Sarraf	Company Secretary

Changes in Board of Directors

During the year, members of the company;

? Re-appointed Mr. Sabeen Mohamed Iqbal, as an Executive Director of the Company w.e.f. 4th October, 2024, at the 31st Annual General Meeting (AGM) of the Company held on 30th September, 2024.

? Re-appointed Mr. Rajarshi Roy, as an Independent Director of the Company for a Second term w.e.f. 22^nd April 2024 to 21^st April 2029 at the 31^st Annual General Meeting (AGM) of the Company held on 30th September, 2024.

? Appointed Mr. Ramesh Sundaram (DIN03268129), as a Non-Executive/Non-Independent director w.e.f. 30^th March, 2024 at the 31^st Annual General Meeting (AGM) of the Company held on 30^th September, 2024.

? The Board of Directors of the Company had appointed Mrs. Nejal Monish Gangar (DIN: 11128035) as an Additional Director of the Company w.e.f 30^th May, 2025. She was further appointed as an Independent Director of the Company for a term of 5 years w.e.f. 30^th May, 2025.

In terms of Section 161 of the Companies Act, 2013, Mrs. Nejal Monish Gangar holds office up to the date of 32^nd Annual General Meeting. The Company has received notice in writing from a Member under Section 160 of the Companies Act, 2013, proposing her candidature for the office of Director of the Company. In terms of Section 161 of the Act, it is proposed to appoint her as Director of the Company.

Further, in compliance with the provisions of Section 152 and 149 read with Schedule IV to the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, it is proposed to appoint Mrs. Nejal Monish Gangar as an Independent Director for a term of 5 (five) years commencing from 30^th May, 2025 up to 29^th May, 2030 (both days inclusive).

Necessary resolution for her appointment, has been proposed for approval of members at item no. 3 of the Notice of 32^nd Annual General Meeting.

Cessation of Directors

Ms. Mamta Sharma (DIN: 07080870) ceased to be an Independent Director of the Company has resigned from the post of independent director of the Board of the company with effect from closing working hours i.e. 6.00 p.m. of 30^th May, 2025 and there is no other material reason.

The Board places on record its appreciation for the dedicated efforts contributed by her during her tenure as an Independent Director of the Company.

DIRECTOR RETIRING BY ROTATION

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Mr. Ramesh Sundaram (DIN - 03268129) Director of your Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment, the details as required by Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard, are given in the Notice convening the ensuing 32^nd AGM.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6 (3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Director''s name in the data bank of Indian

Institute of Corporate Affairs ("IICA") for a period of one year or five years or life time till they continue to hold the office of an independent director.

None of the directors of your Company are disqualified under the provisions of Section 164 (2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL BOARD EVALUATION

The annual performance evaluation of the Independent Directors and Board, Committees i.e. Audit, Stakeholders Relationship and Nomination & Remuneration Committees was carried by the entire Board and the annual performance evaluation of Board as a whole, non - Independent Directors was carried out by the Independent Directors.

The annual performance evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration Policy of your Company and as mandated under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The Board of Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The Board has in accordance with the provisions of Sub-Section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The same has been posted on the website of the Company i.e. www.centerac.in

link: https://www.centerac.in/policies.php

BOARD OF MEETINGS

During the financial year ended 31^st March, 2025, Six (6) Board Meetings were conducted on, 28^th May 2024, 13^th August 2024, 05^th September, 2024, 13^th November 2024, 28^th November, 2024 and 14^th February 2025. The maximum interval between any two meetings did not exceed 120 days.

Committees of Board:1. Audit Committee

The Company has constituted Audit Committee, in alignment with provisions of Section 177 of the Companies Act, 2013 and other applicable provisions and entrusted with the role and responsibility as per terms in line with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, as amended. The composition of audit committee is as below:

Name of the Committee Members	Designation in the Committee
Mr. Rajarshi Roy	Chairman
Mr. Ramesh Sundaram	Member
Ms. Mamta Sharma (upto 30th May, 2025)	Member
Mr. Sabeen Mohamed Iqbal	Member
Mrs. Nejal Monish Gangar (w.e.f. 30th May, 2025)	Member

The Committee held 5 meetings during the year i.e, 28^th May 2024, 13^th August 2024, 5^th September, 2024, 13^th November 2024 and 14^th February 2025. All the recommendations made by

the Audit Committee during the year were accepted by the Board.

2. Stakeholder''s Relationship Committee

The Company has constituted Stakeholders Relationship Committee, in alignment with provisions of Section 178 of the Companies Act, 2013 and other applicable provisions and entrusted with the roles and responsibility as per terms in line with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, as amended.

The composition of audit committee is as below:

Name of the Committee Members	Designation in the Committee
Mr. Rajarshi Roy	Chairman
Mr. Ramesh Sundaram	Member
Ms. Mamta Sharma (upto 30th May, 2025)	Member
Mr. Sabeen Mohamed Iqbal	Member
Mrs. Nejal Monish Gangar (w.e.f. 30th May, 2025)	Member

The Committee held 4 meetings during the year i.e 28^th May 2024, 13^th August 2024, 13^th November 2024 and 14^th February 2025.

3. Nomination and Remuneration Committee

The Company has constituted Nomination & Remuneration Committee, in alignment with provisions of Section 178 of the Companies Act, 2013 and other applicable provisions and entrusted with the responsibility as per terms in line with applicable provisions of the Companies Act, 2013, SEBI Listing Regulations, 2015, as amended and other applicable regulations, if any.

The composition of Nomination & Remuneration Committee is as below:

Name of the Committee Members	Designation in the Committee
Mr. Rajarshi Roy	Chairman
Mr. Ramesh Sundaram	Member
Ms. Mamta Sharma (upto 30th May, 2025)	Member
Mr. Sabeen Mohamed Iqbal	Member
Mrs. Nejal Monish Gangar (w.e.f. 30th May, 2025)	Member
The Committee held 2 meetings during the year i.e 5th September, 2024 and 14th February 2025

DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT,2013, READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

During the year, there was no employee in receipt of remuneration in excess of limit prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure A" and form part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) that in the preparation of the Annual Financial Statements for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit and loss of the company for that period;

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

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

INTERNAL FINANCIAL CONTROLS

Pursuant to Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has an adequate internal financial control system commensurate with the size of its business operations.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, your company did not have any Subsidiary/Joint Venture/Associate Company of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013, during the year under review and hence, the said provisions are not applicable.

DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has not availed any loans from its Directors or from their relatives during the financial year. Hence, the details required under Clause (viii) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014, are not given.

RELATED PARTY TRANSACTIONS

All the related party transactions which were entered by the Company during the financial year were done on arm''s length basis and were in the ordinary course of business of the Company. Also there are no materially significant related party transactions made by the company with Directors, Key

Managerial Personnel, Promoter or any other designated persons which may conflict with the interest of the Company at large.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was contract or arrangement made with related parties as defined under Section 2(76) read with Section 188 of the Companies Act, 2013 during the year under review. The transactions with related party entered as mentioned in Notes to Accounts.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO

Conservation of Energy: The Company is not utilizing power for any of the activities of the Company except power used for office purposes. Hence, no energy conservation measures are required.

Technology Absorption: The Company has not taken any technical know-how from anyone and hence, there is no question of technology absorption as such necessary information has not been given.

Foreign Exchange Earnings and Outgo: The Company has neither imported nor exported any goods or services during the year and hence there is no impact on foreign exchange earnings or outgo.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Whistle Blower Policy is the vigil mechanism instituted by your Company to report concerns about unethical behavior in compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Board''s Audit Committee oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of your Company''s Code of Conduct and / or Whistle Blower Policy. Details of the Whistle Blower Policy have been disclosed on your Company''s website at www.centerac.in Link:

https://www.centerac.in/policies.php

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

STATUTORY AUDITORS:

Pursuant to the provisions of section 139 and all other applicable provisions, if any of the Companies Act, 2013, and the rules framed thereunder, as amended from time to time on recommendation of Audit Committee, and as approved by Board, the members of the company have approved the appointment of M/s. Mittal & Associates, Chartered Accountants, Mumbai (FRN: 106456W), as Statutory Auditors of the Company, at their 31^st Annual General Meeting held on 30^th September, 2024, to hold office for a period of 5 (five) consecutive years commenced from the conclusion of the 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of the Company to be held for the financial year 2028-2029.

STATUTORY AUDITORS'' OBSERVATIONS

The Statutory Auditors of the Company has issued the Auditors Report for the Financial Year ended on March 31, 2025 with modified opinion stating that the management is in process to obtain details of Goods and Service Tax from one of the biggest services providers to the company. Accordingly, auditors unable to comment on the impact, if any, on the audited financial results arising out of subsequent non availability of such pending bank statements. There are no other comments, qualification, reservation or adverse remark made by the statutory auditors in their Audit Report except as mentioned above.

The auditors'' report given by the statutory auditors on the annual financial statements of your Company is part of the Annual Report.

SECRETARIAL AUDITOR

The provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Riddhi Shah a Company Secretary in Practice as Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year 2024-2025. The Secretarial Audit Report (MR-3) is annexed herewith as Annexure-B.

The observations made by the secretarial auditors in their audit reports on the financial statements for the year ended 31^st March, 2025 are self-explanatory.

COST RECORDS/COST AUDITOR

The Central Government has not prescribed maintenance of cost records under the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 (hereinafter referred to as ''Rules'') in respect of maintenance and audit of cost records are not applicable to your Company.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

During the financial year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee of the Board, under Section 143 (12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees and General Meeting, which have mandatory application during the year under review.

ANNUAL RETURN

Pursuant to sub-section 3 (a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013 the Annual Return for the financial year ended 31^st March, 2025 in E-Form MGT 7 is available on the Company''s website at https://www.centerac.in/assets/pdf/files/Annual_Return_MGT-7/Annual_Return_MGT_7_2024-25.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Schedule V (B) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, report on "Management Discussion and Analysis" is attached and form part of this Annual Report.

CORPORATE GOVERNANCE

As per Regulation 15 (2) of the SEBI (LODR) Regulations, 2015, the provisions of Corporate Governance are non-mandatory to the following class of Companies:

a. Companies having Paid-up Equity Share Capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year;

Provided that where the provisions of Regulation 27 become applicable to a company at a later date, such company shall comply with the requirements of Regulation 27 within six months from the date on which the provisions became applicable to your company.

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

As on 31^st March, 2024, the paid-up share capital of your Company is Rs. 110.35 Lakhs and net worth is Rs. 2.31 Lakhs. Accordingly, the paid-up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause as per Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015. Your Company has decided not to opt for compliance of Regulation 27 for the time being.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint was raised and pending as on 1^st April, 2024 and no complaint has been raised during the financial year ended 31^st March, 2025.

DEPOSITS

Your Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Your Company was not required to file e-Form DPT - 3 being Return of Deposits for the financial year ended 31^st March, 2025.

AGREEMENTS BINDING LISTED ENTITIES

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, during the financial year, no agreement has been entered or executed by the shareholders, promoters, promoter group entities, related parties, Directors, key managerial personnel and employees of the Company or its subsidiaries among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

INSOLVENCY AND BANKRUPTCY CODE

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

ONE TIME SETTLEMENT WITH BANKS

The Company has not borrowed any monies from banks or financial institutions. Accordingly, there is no question of any one-time settlement with the banks or financial institutions.

LISTING AND DEMATERIALISATION

The Equity Shares of the Company are listed on the BSE Limited. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

PREFERENTIAL ALLOTMENT (OPTIONALLY CONVERTIBLE DEBENTURES)

The Company at its Board Meeting held on 7^th April, 2022 allotted 5,00,000 (Five Lakhs) 5% Optionally Convertible Debentures (OCD''s) of ^10/- each for which approval of Shareholders was taken on 24^th March, 2022 at the Extra-Ordinary General Meeting of the company.

The said OCDs were issued with an option of conversion into Equity shares in the 18^th month from the date of allotment. All the allottees have consented for redemption of the OCDs on completion of 2 years from the date of allotment instead of conversion into Equity Shares. The debentures are now redeemable on 6^th April, 2024.

Necessary adjustments entries to close the OCDs and transfer the amounts to Non-Convertible Debentures Account have been passed in the Books of Accounts.

The NCDs were due for redemption within 31/03/2025. However, the tenure expired on 06/04/2024 and as on date of signing the Financial Statements, the NCDs were redeemed and transferred to the reserves.

Basis above, The Company has issued 5,00,000 5% Optionally Convertible Debentures ("OCD") (UNLISTED) of Face Value 10/- each and requirements of Section 42 and Section 62 of the Companies Act, 2013 have been duly complied with and the funds raised have been used for the purposes for which the funds were raised. These 5% Optionally Convertible Debentures ("OCD") (UNLISTED) have been restructured into same numbers and Face Value of Non-Convertible Debentures ("NCD"). Now in the FY 2024-25 it has been transferred to the retained earnings of the company.

DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES UNDER SECTION 67(3) OF COMPANIES ACT, 2013

No employee is holding any shares in the Company and hence, the disclosure required under Section 67(3)(c) of the Companies Act, 2013, read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by them is not given. Further, the Company, during the financial year, did not advance any money to any person for subscribing shares of the Company.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation to the whole hearted help and co-operation the Company has received from the business associates, partners, vendors, clients, government authorities, and bankers of the Company. The relations between the management and the staff were cordial during the year under review. The Company also wishes to put on record the appreciation of the work done by the staff. Your Directors appreciate and value the trust imposed upon them by the members of the Company.

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing your Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

---

Mar 31, 2024

Your Directors have pleasure in presenting 31^st Annual Report of the Company together with
the Audited Financial Statements of the Company for the year ended 31^stMarch 2024.

FINANCIAL RESULTS

Particular	For the financial year ended 31st March 2024 (Amount in Rs. In Lakhs)	For the financial year ended 31st March 2023 (Amount in Rs. In Lakhs)
Revenue from Operations	68.84	132.66
Other Income	3.18	0.75
Total Income	72.02	133.41
Less: Expenses	55.16	134.75
Less: Depreciation & Amortization Expenses	0.01	0.01
Profit/ (Loss) before tax	16.85	(135)_
Tax Expenses
Current Tax	NIL	0.26
Current Tax adjustment of earlier years	(0.26)	0.07
Deferred Tax	NIL	NIL
Profit/ (Loss) after Tax	17.11	(1.54)

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the financial year under review the Company has earned revenue from operations of
Rs.68.84 lakhs as compared to Rs.132.66 Lakhs in previous year. The Company has made a
profit of Rs 17.11 lakhs as compared to loss of Rs. 1.54 Lakhs for the previous year. Your
Directors are continuously looking for avenues for future growth of the company.

DIVIDEND

In view to conserve the resources, the Board does not recommend any dividend for the financial
year ended 31^st March 2024.

DEPOSITS

During the financial year under consideration, your Company has not accepted any public
deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there
under.

INTERNAL FINANCIAL CONTROLS

Pursuant to Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has an
adequate internal financial control system commensurate with the size of its business
operations.

The Board at present consists of 4 Directors. The Board of Directors is duly constituted.

During the year, five (5) Board Meetings were held. The dates of Board Meetings along with
attendance of each Director are given below:

SR. NO.	DATE OF BOARD MEETING	ASHWANI KUMAR SINGH	RAJARSHI ROY	SHRAWAN KUMAR AGARWAL	SABEEN MOHAMED IQBAL	MAMTA SHARMA
1.	29/05/2023	Present	Present	Present	Present	Present
2.	14/08/2023	Present	Present	Present	Present	Present
3.	06/11/2023	Present	Present	Present	Present	Present
4.	13/02/2024	Present	Present	----	Present	Present
5.	30/03/2024		Present	—	Present	Present

Details of all the Committee along with their composition and meetings held during the year
under review are given in the Corporate Governance Report. The intervening gap between the
companies was within the period prescribed under the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence
as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate meetings of
Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies
Act, 2013 was held on 13^th February, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. Shrawan Kumar Agarwal, Director of the Company resigned on 6^th
November, 2023 and Mr. Ashwani Kumar Singh, Chairman, CFO and Managing Director of
the Company resigned on 27^th March, 2024.

Mr. Ramesh Sundaram appointed as Non-Independent Director (Non-Executive) on 30^th
March, 2024, subject to approval of the members of the company at the ensuing 31^st Annual
General Meeting (AGM) of the Company.

Mr. Sabeen Mohamed Iqbal, re-appointed as an Executive Director of the Company w.e.f. 4^th
October, 2024, subject to approval of the members of the company at the ensuing 31^st Annual
General Meeting (AGM) of the Company.

Mr. Sabeen Mohamed Iqbal, appointed as a Chief Financial Officer (CFO) of the Company
w.e.f. 30^th March, 2024.

SUBSIDIARIES, TOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, your company did not have any Subsidiary/Joint
Venture/ Associate Company of the Company.

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your
Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;

b. The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31^stMarch, 2024 and of its profit and loss
for the year ended on that date;

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

d. The directors had prepared the annual accounts on a going concern basis; and

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

f. The Company has proper internal financial controls and that such internal financial controls
were adequate and were operating effectively.

STATUTORY AUDITORS:

At the 26^th Annual General Meeting (AGM), M/ s. R. B. Pandya & Co., Chartered Accountants,
Mumbai, (Firm Registration No. 107331W), were appointed as Statutory Auditors of the
Company to hold office for a period of five consecutive years from the conclusion of that AGM
until the conclusion of the 31^st AGM. M/ s. R. B. Pandya & Co. Chartered Accountants will be
completing their current term of five years at the conclusion of the ensuing AGM.

As recommended by the Audit committee , the Board of directors have appointed at their
Meeting held on 5^th September, 2024, M/s. Mittal & Associates, Chartered Accountants,
Mumbai (FRN: 106456W) appointed as the Statutory Auditors of the Company, to hold office
for a period of 5 (five) consecutive years commencing from the conclusion of this 31^st Annual
General Meeting till the conclusion of the 36^th Annual General Meeting of the Company to be
held for the financial year 2028-2029 , subject to the approval of the members of the Company.
Necessary resolution has been proposed for approval of the members at item no. 3 of the notice
of AGM.

M/ s. Mittal & Associates, Chartered Accountants, Mumbai Chartered Accountants have
confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed
thereunder for appointment as statutory auditors of your Company. Further, as required under
Regulation 33 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, M/s
Mittal & Associates, Chartered Accountants have also confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

In accordance with regulation 36 (5) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the disclosures in respect of appointment / re-appointment
of statutory auditors have been made at Explanatory Statement to item no. 3 of the notice of
AGM.

AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by the statutory auditors in
their audit reports on the financial statements for the year ended 31^st March, 2024.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT,
2013

There was no instance of fraud reported by the auditor in their report under Section 143 (12) of
the Companies Act, 2013.

SECRETARIALAUDIT

The provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Ms. Riddhi Shah a Company Secretary in Practice to undertake the Secretarial Audit
of the Company for the Financial Year 2023-2024.The Secretarial Audit Report (MR-3) is
annexed herewith as Annexure-A.

The observations made by the secretarial auditors in their audit reports on the financial
statements for the year ended 31^st March, 2024 are self-explanatory.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation
of its own performance, the directors individually as well as the evaluation of the working of
its Committees.

POLICY FORMULATED BY NOMINATION AND REMUNERATION COMMITTEE/
CODEOF CONDUCT / INSIDER TRADING

The Board has on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

The Company has adopted the Code of Conduct as required and posted on Company''s web site.

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 beyond threshold limit mentioned in the policy 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
Company Secretary is responsible for implementation of the Code. All Board Directors and the
designated employees have confirmed compliance with the Code.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There was no loan given or guarantee given or investment made or security provided pursuant
to Section 186 of the Companies Act, 2013, during the year under review and hence, the said
provisions are not applicable.

PREFERENTIAL ALLOTMENT (OPTIONALLY CONVERTIBLE DEBENTURES):

The Company at its Board Meeting held on 7^th April, 2022 allotted 5,00,000 (Five Lakhs) 5%
Optionally Convertible Debentures (OCD''s) of ?10/- each for which approval of Shareholders
was taken on 24^th March, 2022 at the Extra-Ordinary General Meeting of the company.

The said OCDs were issued with an option of conversion into Equity shares in the 18^th month
from the date of allotment. All the allottees have consented for redemption of the OCDs on
completion of 2 years from the date of allotment instead of conversion into Equity Shares. The
debentures are now redeemable on 6^th April, 2024.

PARTICULARS OF EMPLOYEES:

Details pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended w.e.f. 30^th June, 2016, are not provided since
there is no employee drawing remuneration more than Rs. 1,02,00,000/- per annum, when
employed throughout the year or Rs. 8,50,000/- per month, when employed for a part of the
year.

RISK MANAGEMENT POLICY

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business
and non-business risk. The Board periodically reviews the risks and suggests steps to be taken
to control and mitigate the same through a properly defined framework.

DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES
UNDERSECTION 67(3) OF COMPANIES ACT, 2013

No employee is holding any shares in the Company and hence, the disclosure required under
Section 67(3)(c) of the Companies Act, 2013, read with Rule 16(4) of Companies (Share Capital
and Debentures) Rules, 2014, in respect of voting rights not exercised directly by them is not
given. Further, the Company, during the financial year, did not advance any money to any
person for subscribing shares of the Company.

DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has not availed any loans from its Directors or from their relatives during the
financial year. Hence, the details required under Clause (viii) of Rule 2 of Companies
(Acceptance of Deposits) Rules, 2014, are not given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGEEARNINGS AND OUTGO

Conservation of Energy: The Company is not utilizing power for any of the activities of the
Company except power used for office purposes. Hence, no energy conservation measures are
required.

Technology Absorption: The Company has not taken any technical know-how from anyone
and hence, there is no question of technology absorption as such necessary information has not
been given.

Foreign Exchange Earnings and Outgo: The Company has neither imported nor exported any
goods or services during the year and hence there is no impact on foreign exchange earnings
or outgo.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

There was contract or arrangement made with related parties as defined under Section 2(76)
read with Section 188 of the Companies Act, 2013 during the year under review. The
transactions with related party entered as mentioned in Notes to Accounts.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with
instance of fraud and mismanagement, if any. Whistle Blower Policy is available on the
Company''s website.

COST RECORDS

The Central Government has not prescribed maintenance of cost records under the provisions
of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014
(hereinafter referred to as ''Rules'') in respect of maintenance and audit of cost records are not
applicable to your Company.

RELATED PARTY TRANSACTIONS

All the related party transactions which were entered by the Company during the financial
year were done on arm''s length basis and were in the ordinary course of business of the
Company. Also there are no materially significant related party transactions made by the
company with Directors, Key Managerial Personnel, Promoter or any other designated persons
which may conflict with the interest of the Company at large.

In accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has formulated the Related Party
Transaction Policy and the same is uploaded on the Company''s website at www.centerac.in

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2024 shall be available on the Company''s
website at www.centerac.in

LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited. Shareholders are requested
to convert their holdings to dematerialized form to derive its benefits by availing the demat
facility provided by NSDL and CDSL.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director under
Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria for Independence as
laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2016.

DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF
THECOMPANIES ACT, 2013, READ WITH RULES 5(1) OF THE COMPANIES
(APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

During the year, there was no employee in receipt of remuneration in excess of limit prescribed
in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached as "Annexure B" and form part of this Report.

INSOLVENCY AND BANKRUPTCY CODE:

No application has ever been filed against the Company under the Insolvency and Bankruptcy
Code, 2016.

ONE TIME SETTLEMENT WITH BANKS:

The Company has not borrowed any monies from banks or financial institutions. Accordingly,
there is no question of any one-time settlement with the banks or financial institutions.

AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, during the financial year, no agreement has been entered or executed by the
shareholders, promoters, promoter group entities, related parties, Directors, key managerial
personnel and employees of the Company or its subsidiaries among themselves or with the
Company or with a third party, solely or jointly, which, either directly or indirectly or
potentially or whose purpose and effect is to, impact the management or control of the
Company or impose any restriction or create any liability upon the Company.

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013:

a) The Company has not issued any bonus shares, sweat equity shares, shares with
differential voting rights and equity shares on rights basis during the year under review.

b) The Company does not accept any deposit from its public.

c) It is not proposed to transfer any amount to reserves.

d) No material changes and commitments which could affect the Company''s financial
position have occurred between the end of the financial year of the Company and date of
this report.

e) There was no change in the nature of business during the year under review.

f) The provisions regarding receipt of remuneration or commission from holding or
subsidiary of the Company are not applicable and hence, the disclosure under Section
197(14) is not required.

g) The Company has not received any complaints during the financial year ended 31st
March, 2024 under Sexual Harassment of Women at Work place (Prevention, Prohibition
and Redressal) Act, 2013 and provisions relating to the constitution of Internal Complaints
Committee under said act are not applicable to the Company.

h) No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company''s operations in future.

i) The criteria prescribed for the applicability of Corporate Social Responsibility under
Section 135 of the Companies Act, 2013 is not applicable to your Company.

j) The Company has complied with the Secretarial Standards issued by The Institute of
Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion and Analysis of financial condition, including the results of
operations of the Company for the year under review as required under Regulation 34(2)(e) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided and
forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company does not fall under purview of Regulations of Corporate Governance pursuant
to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other are
disclosed by the Company voluntarily and the Company is fully compliant with the applicable
provision and the Company is committed to ensure compliance with all modification within
prescribed norms under Companies Act, 2013. Company is committed to maintain the highest
standards of corporate practices, a separate section on Corporate Governance is provided and
forming a part of this Annual Report.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation to the whole hearted help and co¬
operation the Company has received from the business associates, partners, vendors, clients,
government authorities, and bankers of the Company. The relations between the management
and the staff were cordial during the year under review. The Company also wishes to put on
record the appreciation of the work done by the staff. Your Directors appreciate and value the
trust imposed upon them by the members of the Company.

By order of the Board
For CENTERAC TECHNOLOGIES LIMITED

Sd/-

SABEEN MOHAMED IQBAL
WHOLE-TIME DIRECTOR
(DIN - 03557534)

Place: Mumbai
Date: 05/09/2024

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts for the year ended the 31st March 2014.

Financial Results: (in Rs.) Year ended Year ended 31-03-2014 31-03-2013

In Rupees In Rupees

Revenue from Operations 27,349,840 32,156,146

Profit Before Extraordinary Items and Tax 1,276,164 3,013,656

Extraordinary Items Nil Nil

Profit before Tax 1,276,164 3,013,656

Tax Expenses

Current Tax 780,000 1,250,000

Deferred Tax (Net) 28,672 (286,571)

Tax adjustment of Earlier Year Nil 1,708,023

PROFIT/(LOSS) after tax 467,492 342,204

Income, Activities & Operations:

During the year, the Company earned Rs.27,349,840/- as sales income and Rs.32,156,146/- as other income and was able to make a profit of Rs.467,492/- as against the profit of Rs. 3,42,204/- in the previous year and the Company expects good returns in the coming years.

Dividend:

The Directors do not recommend any dividend.

Public Deposits:

The Company has not accepted any Deposit within the meaning of Section 58A of The Companies Act, 1956 and the rules made thereunder during the year.

Directors:

Mr. Shilpa Khandelwal retires by rotation and being eligible, offers himself for re-appointment.

The Company has 2 (Two) Independent Non-Executive Directors on the Board, which constitutes more than 50% of the total strength of the Board of Directors of the Company.

Mr. Mohan Motiram Jayakar and Mr. Khushrow Shavax Patel, are independent directors of the Company, and have held the positions as such for more than five years. It is proposed to appoint them as independent directors under section 140 of the Act, and clause 49 of listing agreement to hold office upto March 31, 2019 , not liable to retire by rotation.

Directors' Responsibility Statement:

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

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

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were fairly reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

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

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

Particulars of Employees:

The Company has not paid any remuneration attracting the provision of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956, as amended. Hence, there is no requirement to append any information to this report in this regard.

Particulars of Energy Conservation, Technology absorption & Foreign Exchange Earnings and outgo:

Since the Company has ventured into the e-commerce and software development business and there are no manufacturing activities, there are no particulars relating to conservation of energy and technology absorption.

The following foreign exchange earnings and outgo were there during the year:

(A) Earnings in Foreign Currency (on accrual basis)

Year ended March 31, 2014

a Sale of E-business Membership 2,487,233

b Fees from Mobile Applications 320,507

b Fees for preparation of Special Projects 1,914,202

c Service Charges and Maintenance Contracts 181,586

d Sale of E-Business Reports 312,381



Year ended March 31, 2013

a Sale of E-business Membership 2,268,152

b Fees from Mobile Applications 2,099,999

b Fees for preparation of Special Projects 4,124,704

c Service Charges and Maintenance Contracts 364,021

d Sale of E-Business Reports 114,948

(B) CIF Value of Imports and Expenditure in Foreign Currency (on accrual basis)

Year ended March 31, 2014

a) C. I. F. Value of Imports NIL

b) Expenditure in Foreign Currencies (on accrual basis)

Travelling Expenses Nil

Business Promotion Expenses Nil

Hosting Charges 755,610

Membership & Subscription Nil



Year ended March 31, 2013

a) C. I. F. Value of Imports NIL

b) Expenditure in Foreign Currencies (on accrual basis)

Travelling Expenses Nil

Business Promotion Expenses Nil

Hosting Charges 619,496

Nil

Auditors:

M/s Bansi S Mehta & Co, Chartered Accountants, Mumbai, the Auditors of the Company retire at the conclusion of the Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

Auditors' Report:

The Auditors' Report is attached to the Balance Sheet as at 31st March 2014. The comments of the auditors to the accounts referred to in the Auditors' Report are self-explanatory.

Listing:

The Equity Shares of the company are listed on The Stock Exchange, Mumbai, The Stock Exchange, Ahmedabad and The Delhi Stock Exchange Association.

The company's shares are tradable compulsorily in electronic form and the company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd.

The company has also appointed M/s LINK INTIME INDIA PRIVATE LIMITED as its Share Transfer and Depository Registrars. Shareholders are requested to send the matters relating to share transfers and/ or dematerialisation to the Company Registrars. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialisation of the company's shares on either of the Depositories as aforesaid.

Corporate Governance:

In line with the guidelines stipulated by the Securities and Exchange Board of India (SEBI) Committee on Corporate Governance, adequate steps have been taken to ensure that most of the provisions of Clause 49 of the Listing Agreement are duly complied with.

A separate report on corporate governance is included/ attached as part of the Annual Report. The Auditors' Certificate confirming Compliance of Conditions of Corporate Governance is included in the said Corporate Governance Report. The Company is soon to induct more Directors.

Acknowledgement:

The Directors record their thanks to all the shareholders, banks for their co-operation. The Directors also acknowledge the co-operation received from officers and staff of the Company.

For and on behalf of the Board of Directors

Sd/- Mumbai Sanjiv Khandelwal Dated: 30.05.2014 Chairman and Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting the Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended the 31st March 2011.

Financial Results: (in Rs.) Year ended Year ended 31-03-2011 31-03-2010 In Rupees In Rupees

Profit/(Loss) before tax 13,04,280.68 65,895.39

Less :Provision for taxation

Current Tax/Fringe Benefit Tax Nil Nil

Provision for Deferred Tax (Net) 3,94,788.00 5,73,933.00

Add: Excess Provision for Depreciation Written Back Nil 7,51,634.00

Add :Prior Period Adjustments (42,779.50) (2,937.55)

Profit/(Loss) after tax 8,66,713.18 2,40,658.84

Add : Surplus/(Deficit) brought forward (486,86,331.36) (4,89,26,990.20)

Balance carried to Balance Sheet (4,78,19,618.18) (4,86,86,331.36)

Income, Activities & Operations:

During the year, the Company earned Rs.10,71,915.00 as sales income and Rs52,85,888.28 as other income and was able to make a profit of Rs.8,66,713.18.00 as against the profit of Rs.2,40,658.84 in the previous year and the Company expects good returns in the coming years.

Dividend:

The Directors do not recommend any dividend.

Public Deposits:

The Company has not accepted any Deposit within the meaning of Section 58A of The Companies Act, 1956 and the rules made there under during the year.

Directors:

During the year under review Mr.Mohan Jayakar appointed as Additional Director of the Company. He holds office as Director only up to the date of the ensuing Annual General Meeting . The Board considers it desirable that the Company should continue to avail itself of his services.

Mr. Shilpa Khandelwal retires by rotation and being eligible, offers herself for re-appointment.

Directors'' Responsibility Statement:

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

(i) That in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were fairly reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

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

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a ''going concern'' basis.

Particulars of Employees:

The Company has not paid any remuneration attracting the provision of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956, as amended. Hence, there is no requirement to append any information to this report in this regard.

Particulars of Energy Conservation, Technology absorption & Foreign Exchange Earnings and outgo:

Since the Company has ventured into the e-commerce and software development business and there are no manufacturing activities, there are no particulars relating to conservation of energy and technology absorption.

The following foreign exchange earnings and outgo were there during the year:

Foreign Exchange earned is Rs.816321 ( Previous year Rs. Nil)

Foreign Exchange used Travelling :Rs. Nil ( Previous Year Rs. 21,309.00)

Business Promotion :Rs. Nil ( Previous Year Rs. 15,678.00)

Hosting Charges : Rs.7,875.00 ( Previous Year Rs.6,055.00) Auditors:

M/s A. J. Mehta & Associates, Chartered Accountants, Mumbai, the Auditors of the Company retire at the conclusion of the Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

Auditors'' Report:

The Auditors'' Report is attached to the Balance Sheet as at 31st March 2011. The comments of the auditors to the accounts referred to in the Auditors'' Report are self-explanatory.

Subsidiary

The Audited Statements of Accounts of the Subsidiary Company and the Auditors'' Report thereon for the Year ended 31st March, 2011 has been attached to the balance sheet along with statement pursuant to Section 212 of the Companies Act, 1956, relating to the said Subsidiary Company. The Company has already initiated the process of merger of its subsidiary with the holding company and the approval of the Honorable High Court is pending for the merger.

Listing:

The Equity Shares of the company are listed on The Stock Exchange, Mumbai, The Stock Exchange, Ahmadabad and The Delhi Stock Exchange Association.

The company''s shares are tradable compulsorily in electronic form and the company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd.

The company has also appointed M/s LINK INTIME INDIA PRIVATE LIMITED as its Share Transfer and Depository Registrars. Shareholders are requested to send the matters relating to share transfers and/ or dematerialisation to the Company Registrars. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialisation of the company''s shares on either of the Depositories as aforesaid.

Corporate Governance:

In line with the guidelines stipulated by the Securities and Exchange Board of India (SEBI) Committee on Corporate Governance, adequate steps have been taken to ensure that most of the provisions of Clause 49 of the Listing Agreement are duly complied with.

A separate report on corporate governance is included/ attached as part of the Annual Report. The Auditors'' Certificate confirming Compliance of Conditions of Corporate Governance is included in the said Corporate Governance Report. The Company is soon to induct more Directors.

Acknowledgement:

The Directors record their thanks to all the banks for their co-operation. The Directors also acknowledge the co-operation received from officers and staff of the Company.

For and on behalf of the Board of Directors

Sd/-

Mumbai Sanjiv Khandelwal

Dated: 3rd December, 2011 Chairman and Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report together with the Audited Statement of Accounts for the year ended the 31st March 2010.

Financial Results: (in Rs.) Year ended Year ended

31-03-2010 31-03-2009

In Rupees In Rupees

Profit/(Loss) before tax 65,895.00 (54,08,958.00)

Less :Provision for taxation

Current Tax/Fringe Benefit Tax Nil Nil

Provision for Deferred Tax (Net) 5,73,933.00 (5,09,277.00)

Add: Excess Provision for Income Tax/ FBT Nil 32,356

written Back

Add: Excess Provision for Depreciation 7,51,634.00 Nil

Written Back

Add :Prior Period Adjustments (2,937.00) (949.00)

Profit/(Loss)after tax 2,40,659.00 (48,68,274.00)

Add : Surplus/(Deficit) brought forward (4,89,26,990.00) (4,40,58,716.00)

Balance carried to Balance Sheet (4,86,86,331.00) (4,89,26,990.00)

Income, Activities & Operations:

During the year, the Company earned Rs.5,00,137.00 as sales income and Rs.28,32,560.00 as other income and was able to make a marginal profit of Rs.2,40,659.00 as against the loss of Rs.48.68.274.00 in the previous year and the Company expects good returns in the coming years.

Dividend:

The Directors do not recommend any dividend.

Public Deposits:

The Company has not accepted any Deposit within the meaning of Section 58A of The Companies Act, 1956 and the rules made thereunder during the year.

Directors:

Mr. Khushrow Shiavax Patel retires by rotation and being eligible, offers hemself for re-appointment.

Directors Responsibility Statement:

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

(i) That in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were fairly reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

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

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

Particulars of Employees:

The Company has not paid any remuneration attracting the provision of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956, as amended. Hence, there is no requirement to append any information to this report in this regard.

Particulars of Energy Conservation, Technology absorption & Foreign Exchange Earnings and outgo:

Since the Company has ventured into the e-commerce and software development business and there are no manufacturing activities, there are no particulars relating to conservation of energy and technology absorption.

The following foreign exchange earnings and outgo were there during the year:

Foreign Exchange earned Nil ( Previous year Rs. 29,562.00)

Foreign Exchange used

Travelling : Rs.31,309.00 ( Previous Year Rs. Nil)

Business Promotion :Rs.15678.00 ( Previous Year Rs. Nil) Hosting Charges : 6055.00 ( Previous Year Rs. Nil)

Auditors:

M/s A. J. Mehta & Associates, Chartered Accountants, Mumbai, the Auditors of the Company retire at the conclusion of the Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

Auditors Report:

The Auditors Report is attached to the Balance Sheet as at 31st March 2010. The comments of the auditors to the accounts referred to in the Auditors Report are self-explanatory.

Subsidiary

The Audited Statements of Accounts of the Subsidiary Company and the Auditors Report thereon for the Year ended 31st March, 2010 has been attached to the balance sheet along with statement pursuant to Section 212 of the Companies Act, 1956, relating to the said Subsidiary Company.

Listing:

The Equity Shares of the company are listed on The Stock Exchange, Mumbai, The Stock Exchange, Ahmedabad and The Delhi Stock Exchange Association.

The companys shares are tradable compulsorily in electronic form and the company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd.

The company has also appointed M/s LINK INTIME INDIA PRIVATE LIMITED as its Share Transfer and Depository Registrars. Shareholders are requested to send the matters relating to share transfers and/ or dematerialisation to the Company Registrars. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialisation of the companys shares on either of the Depositories as aforesaid.

Corporate Governance:

In line with the guidelines stipulated by the Securities and Exchange Board of India (SEBI) Committee on Corporate Governance, adequate steps have been taken to ensure that most of the provisions of Clause 49 of the Listing Agreement are duly complied with.

A separate report on corporate governance is included/ attached as part of the Annual Report. The Auditors Certificate confirming Compliance of Conditions of Corporate Governance is included in the said Corporate Governance Report. The Company is soon to induct more Directors.

Acknowledgement:

The Directors record their thanks to all the banks for their co-operation. The Directors also acknowledge the co-operation received from officers and staff of the Company.

For and on behalf of the Board of Directors

Sd/-

Mumbai Sanjiv Khandelwal

Dated: 13th May, 2010 Chairman and Managing Director