DIRECTORS' REPORT Dear Members, Your Directors take pleasure in presenting the TWENTY EIGHTH ANNUAL REPORT of VALUEMART RETAIL SOLUTIONS LIMITED together with the Audited Statement of Accounts for the year ended March 31, 2013. OPERATING PERFORMANCE During the year under review, the Company temporarily suspended its commercial activities due to a delay in raising funds. Hence, the Company's revenue primarily consists of income from discontinuing operation i.e., interest on Housing Loans. The income generated during the year was Rs. 0.70 Lakhs against Rs. 1.56 Lakhs during the previous year. The non-operating income amounts to Rs. 0.10 Lakhs compared to Rs. 10.93 Lakhs in the previous year. The total Expenditure incurred by the Company has reduced to Rs. 22.63 Lakhs from Rs. 30.99 Lakhs in the previous year. However, the Company has incurred a loss of Rs. 21.83 Lakhs in the current year as compared to a loss,of Rs. 18.50 Lakhs in the previous year. BUSINESS PROSPECTS Your Company plans to diversify into the Retail Solutions space and will offer B2C solutions, RFID Solutions, Smartcards and Web based solutions for Retail & Financial Services sectors. Your Company has discontinued all Business activities relating to Real Estate, Property, Infrastructure Development and Housing Finance. DIVIDEND In view of losses incurred by the Company, the Board of Directors expresses its inability to declare any Dividend during the current year. PUBLIC DEPOSITS Your Company has not invited / accepted / renewed any deposits from public during the financial year. PARTICULARS OF EMPLOYEES Particulars of employees as required under Section 217(A) of the Companies Act, 1956 read with the rules prescribed thereunder are NIL, since no employee is drawing remuneration in excess of the limits prescribed under the said Rules. LISTING The annual listing fees for the year under review have been paid to Bombay and Bangalore Stock Exchanges where your Company's shares are listed. SUBSIDIARY COMPANY Your Company has divested its entire holding in Valuemart Travel Solutions Private Limited to the Promoters, Mr. Rajendra Singh Bhati and Mr. Sanjay Bhan in April 2012. PREFERENTIAL ALLOTMENT On February 8, 2013, the Company has allotted 16,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 38/- per share to Non-Promoters and select Strategic Investors with a lock-in period of one year from the date of issue of shares. The said shares are listed at the Bombay Stock Exchange (BSE) and Bangalore Stock Exchange (BgSE) with effect from March 13, 2013. With this allotment, the Paid-up Capital of the Company has been increased to Rs. 279.85 Lakhs. The funds received on the said allotment have been utilised for the purposes mentioned in the Explanatory Statement to the Notice of the Extra-Ordinary General Meeting. Pursuant to the above mentioned allotment, the shareholding of the promoters, Valuemart Retail (India) Limited has reduced to 18.47%. Hence, the company has ceased to be a subsidiary of Valuemart Retail (India) Limited. CONSERVATION OF ENERGY Rule 2 of Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, pertaining to employees who are in receipt of remuneration exceeding Rs. 24,00,000/- per annum and Rs. 2,00,000/- per month when employed for part of the year, is not applicable to the Company. Disclosures regarding conservation of energy under the aforesaid Rules are: a) Conservation of energyNot applicable b) Technology absorption Not applicable c) Foreign Exchange earnings outgo NIL COMPLIANCE CERTIFICATE As required under Secuon 383A of the Companies Act, 1956, Compliance Certificate from Mr. P. K, Pande, Practising Company Secretary, Bangalore is annexed to this report. There are no adverse comments requiring remedial action by the management. DIRECTORS RESPONSIBILITY STATEMENT As required under Section 217 (2AA) of the Companies Act, 1956, we confirm (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures; (ii) that the directors had selected such accounting policies and applied them consistently and made judgements 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 income and expenditure of the Company for that period; (iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; (iv) That the directors had prepared the annual accounts on a going concern basis. DIRECTORS: On 30.05.2013, the Board of Directors has appointed Mrs. Babli Khanna and Mr. Karan Kalusing Vishwakarma as Additional Directors of the Company. Your approval is being sought for the appointment of the said Directors at the ensuing Annual General Meeting. AUDITORS: M/s. Sreenivasan & Govardhan, Chartered Accountants, Bangalore, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished the required certificate under Section 224(18) of the Companies Act, 1956. The Shareholders are requested to appoint the auditors and fix their remuneration. ACKNOWLEDGEMENTS: The Board places on record its appreciation for the continued support rendered by the Company's Shareholders, Business Partners and Associates, Bankers and the Government during the year under report. For and on behalf of the Board of Directors of VALUEMART RETAIL SOLUTIONS LIMITED C. K. VASUDEVAN MANAGING DIRECTOR C. K. PRABHAKARAN DIRECTOR Bangalore August 14, 2013 |