Directors Report of Qpro Infotech Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present 33rd Annual Report and Audited Statement of Accounts of QPRO Infotech Limited for the year ended 31st March, 2014

This report has been prepared on the basis of the legal requirements under the Companies Act, 1956. As per General Circular No.08/2014 issued by the Ministry of Corporate Affairs (MCA) dated 04/04/2014, the provisions of the Companies Act, 2013 will become applicable for all disclosures required under the Act for the year 2014-15 and subsequent years.

FINANCIAL RESULTS:

(Amount in Rs.)

Particulars 31-03-2014 31-03-2013

Gross Receipt / Other Income 0.00 0.00

Profit / Loss before Tax (126,122) (56,022)

Provision for Tax 0.00 0.00

Profit / Loss after Tax (126,122) (56,022)

Balance Brought forward (22,533,681) (22,477,659)

Balance carried to Balance Sheet (22,659,803) (22,533,681)

Business Review:

* During the year under review, the Company could not undertake any business operations. But looking at the improved market conditions and better political stability, the Company is hopeful to achieve good performance in coming years.

* During the year under review, the company sifted its Registered Office to Shop No.39- B,,Ground Floor,Shourie Complex Super Market,Near Bombay Bazar, J P Road,Andheri- West, Mumbai-400058, w.e.f. 14th February, 2014.

DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialization through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

DEPOSIT:

The Company has not taken /invited any deposits from the public during the year. The outstanding amount is NIL as on 31st March, 2014.

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of Annual accounts for the year ended March 31, 2014. the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the appropriate accounting policies had been selected and applied consistently, and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2014.

3. That the Directors had 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.

That the accounts have been prepared on a "going concern basis".

PARTICULARS OF EMPLOYEES:

Statement giving 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 to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

STATEMENT UNDER SECTION 217(I)(e):

Statement pursuant to Section 217(I)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given below:

* The Company has no activities relating to conservation of energy.

* The Company has made no provision for research and development expenditure.

* The Company has no activity relating to technology absorption, adoption and innovation.

* The Company has no activity relating to foreign exchange earnings and outgo.

AUDITORS NOTES AND OBSERVATIONS:

Auditors have made certain observations in their report. These have been appropriately dealt with in the notes to accounts which are self-explanatory.

AUDITORS:

Your Directors propose appointment of M/s S.B.JAJOO & CO, Chartered Accountants, whose appointment as been duly approved by the Audit Committee and who shall hold office from the conclusion of this meeting till the conclusion of the sixth annual general meeting, with this meeting being counted as the first meeting and will be subject to ratification in every Annual General Meeting till the sixth Annual General meeting by way of passing of an ordinary resolution and to fix their remuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act.

RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013:

The Board of Directors in its meeting held on 08th August 2014 reconstituted the Board of Directors of the Company in pursuant to various provisions of the Companies Act 2013 as follows:

Name of Director Designation KMP position held

MR. ANKIT GARODIA Managing Director Chief Executive Officer

MR. SMAHESH Executive Director Chief Financial Officer

MR.SUNDARAM Independent SANKARANARAYANAN Director -

MR. SHASHIKANTA NAYAK Independent - Director

Further, your Directors confirm that in pursuance to the provisions of the Companies Act, the Company in due course will appoint Women Director and One More Director in the capacity of Non-executive Independent Director which will strengthen the Board further and will be helpful in empowering the Board of the Company to achieve higher performance thereby resulting in overall growth of the Company.

CORPORATE GOVERNANCE:

Pursuant to the Circular No. 08/2014 of Ministry of Corporate Affairs dated 04th April 2014, the Company has prepared its financial Statements including Directors Report, Auditors Report as per the provisions of the Companies Act 1956. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

FIXED DEPOSITS:

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited. However the same is suspended by BSE & company is in process to relist the same.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

BY ORDER OF THE BOARD, For QPRO Infotech Ltd.

Place: Mumbai Sd/- Sd/- Dated:08thAugust,2014 Ankit Garodia Anitha Mahesh Director Director

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Mar 31, 2011

The Directors have great pleasure in presenting the 30th Annual Report on the business and operations of your company together with Audited Accounts of the Company for the year ended 31st March 2011 and the Auditors' report thereon.

Financial Results (Amount In Rs. Lacs)

Particulars 2010-11 2009-10

Total Income 1,69,232.00 1,70,97,261.00

Expenditure 1,60,762.00 1,77,82,326.00

Profit /(Loss) before depreciation and taxes 8,470.00 (3,87,648.00)

Less:

Depreciation - 2,97,417.00

Profit/(Loss) before Tax 8,470.00 (6,85,065.00)

Less: Provision for

Current Tax - -

Deferred Tax - (21820.00)

Fringe Benefit Tax - -

Profit/(Loss) after Tax 8,470.00 (6,63,245.00)

Add: balance brought forward from previous (2,15,90,498.00)(2,09,27,253.00) year

Profit transfer Balance sheet (2,15,82,028.00)(2,15,90,498.00)

Your Company has made a turnover of Rs.1,69,232.00/- as compared Rs1,70,97,261/- of previous year and has made a Loss after Tax of Rs.8,470.00/-as compared to Rs.-6,63,245.00/- in the previous year.

Fixed Deposits

Your Company has not accepted any deposits from public or its employee during the year under review.

Dividend

In view of loss, your directors have not recommended any dividend during the year under report. Subsidiaries / Joint Ventures

There are no Joint Venture Company. Accounts of subsidiary company i.e. M/s.Santype International Limited, pursuant to Section 212 of the Companies Act, 1956 are not annexed in preparation of final accounts of the company as the said Company has filed cessation with Registering authorities at U.K. and the Board of Directors is evaluating the effect of the same.

STATUTORY STATEMENTS

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo

Pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required particulars are furnished below.

Conservation of energy:

Qpro Infotech Limited does not carry on any manufacturing activities and accordingly the provision to furnish information as per 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, particulars relating to Conservation of energy, Research and Development and Technology Absorption is not applicable. The Company consumes electricity for its operations at low intensity.

Foreign exchange earnings and outgo:

There are no foreign exchange earning and outgo during the year under review.

Particulars of Employees

During the year under review, there were no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of Company during the year.

Directors' Responsibility Statement

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards and given proper explanation relating to material departure;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/Loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual Accounts on a going Concern basis.

Internal Controls and their Adequacy:

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

Statement Pursuant to Listing Agreement

The company's securities are listed with The Bombay Stock Exchange Limited, Mumbai, however trading of the securities have been suspended on non compliance of certain clauses of the Listing Agreement. As recommended by the Board of Directors, necessary application is being prepared to be filed with Bombay Stock Exchange Limited to revoke the suspension of trading.

Code of Corporate Governance

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure A') together with Report of the Auditors on the compliance with the said Code and a report of Management discussion and Analysis is also annexed separately.

Directorate

In compliance with the provisions of the Companies Act, 1956 in accordance with the Article 90 of the Company's Articles of Association, Mr.S.Sundaram retires at this Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with inter alia the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

In spite of best effort, the Company could not appoint a Company Secretary and in the process of finding an appointment soon.

Auditors and Auditors Report

The retiring auditors, Mr.K.N.Narayanan, Chartered Accountant, has expressed willingness to continue in office, if appointed. He has furnished to the Company a certificate of his eligibility for appointment as auditor, pursuant to section 224 (1 B) of the Companies Act, 1956.

The Audit committee and the Board of Directors recommend the re-appointment of Mr.K.N.Narayanan, Chartered Accountant, as Auditor for a further period of one year and to fix his remuneration.

The Auditors Report to the Members does not contain any qualification or adverse remarks.

Disclosures of Particulars of Constituting "Group" pursuant to Regulation 3(1 )(e) of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

Pursuant to an information from the promotes, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997 are provided elsewhere in this report.

Dematerialization of Shares

The Shares of the Company had been dematerialized with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CSDL). The Demat ISIN in National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) is INE824F01014

All request received by the Company/RTA for dematerialization/re-materialization, transfers, transmissions, subdivision, consolidation of shares or any other share related matters and/or change in address are disposed off expeditiously.

Acknowledgement

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Securities & Exchange Board of India, Stock Exchanges, clients and staff and look forward to their continued support. The Directors also thank the Shareholders for continuing their support and confidence in the Company and its management.

For and Behalf of the Board of Directors

For QPRO INFOTECH LIMITED

Sd/-

S.Sundaram

Chairman

Chennai, the 26th day of August 2011