Directors Report of Virgo Global Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 26^th Annual Report with Audited Statements of
Accounts for the year ended March 31, 2024.

FINANCIAL RESULTS:

The performance during the period ended March 31, 2023 has been as under:

(Amount in Rs.)

Particulars	Current Year 2023-24	Previous Year 2022-23
Revenue from Operations	849,483,759	424,762,800
Other Income	801,260	426,155
Total Revenue	850,285,019	425,188,955
Total Expenditure	847,112,458	422,158,096
Profit / (loss) Before exceptional and extraordinary and Tax	31,72,561	29,91,535
Less: exceptional and extraordinary items	-	-
Prior Period Adjustment	-	-
Profit/ (loss) Before Taxation	31,72,561	29,91,535
Less: - Current Tax	8,10,737	758,375
- Tax adjustment relating to prior years	13,989	41,986
- Deferred Tax
Profit / (loss) After Tax	23,75,813	21,91,174

PERFORMANCE REVIEW:

During the year under review, overall performance of the Company was reasonable considering
to the sector and market conditions. The revenue of the Company is Rs. 849,483,759/-
compared to Rs. 424,762,800/- in the previous year and the profit after tax for the year is Rs.
23,75,813/-

The Company is striving towards quality up-gradation and cost reduction plans for achieving
greater stability and operation efficiency in the market.

CHANGE IN THE NATURE OF BUSINESS. IF ANY:

There is no change in the nature of business during Financial Year under review.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

Apart from the above stated, there are no material changes and commitments affecting the
financial position of the Company which occurred between the end of the Financial Year to
which the Financial Statements relate and the date of the report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Sec.73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during
the financial year under review and as such no amount of principal or interest on public deposits
was outstanding as on the date of balance sheet.

APPROPRIATIONS:

Transfer to Reserves

The company has transferred Rs. 23,75,813/- to Retained earnings during the Financial
Year under review.

Apart from above, no amounts were transferred to the reserves.

Dividend

Due to conservation of profits, the Company has not declared any dividend during the Financial Year
under review.

CAPITAL OF THE COMPANY:

During the year under review, the Authorized Share Capital of the Company is
Rs.13,00,00,000/- (Rupees Thirteen Crore only) divided into 3,25,00,000 (Three Crore and
Twenty Five Lakh) Equity Shares of Rs. 4/- (Rupees Four only) each.

The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2023 is
Rs.4,20,17,200/- (Four Crore Twenty Lakh Seventeen Thousand and Two Hundred only)
divided into 1,05,04,300 (One Crore Five Lakh Four Thousand and Three Hundred) Equity
Shares of Rs.4/- (Rupees Four only) each.

The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital
and Debenture) Rules, 2014 is furnished.

DIRECTORS AND KMP:

Appropriate resolutions for the appointment/re-appointment of Directors are being placed before

you for your approval at the ensuing Annual General Meeting. The brief resume of the Directors
and other information have been detailed in the Notice. Your Directors recommend their
appointment/re-appointment as Directors of your Company.

Mr. Rajesh Gandhi was appointed as Additional Director of the Company at its Board Meeting
held on 21^st April, 2023.

In accordance with the Companies Act, 2013 read with Articles of Association of the company
the Director namely Mr. Rajesh Gandhi (DIN: 02120813), retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors
recommend his re-appointment at the ensuing Annual General Meeting.

Further, Mr. Praveen Kumar Jain resigned from the post of Whole-time Director and Chief
Financial Officer w.e.f 01^st May, 2023.

The Board of Directors at the Board Meeting held on 03^rd May, 2023 has appointed Mr.
Umasankar Mylapur Prakash Rao as Whole-time Director and Chief Financial Officer of the
company.

Mr. Vivek Kumar Singh, Mr. Nagendra Singh, Ms. Mehak Sharma, Mr. Ashok Kumar Singh and
Ms. Seema Singh have tendered their resignation from the post of Directors of the company
w.e.f 16th May, 2023.

The Company has appointed Mr. Padamkumar Jabbarchand Gandhi and Mr. Prabhaker Reddy
Aedla as Additional Directors at its Board Meeting held on 21^st June, 2023

Mr. Amardeep Kumar was appointed as the Additional Non- Executive Director of the Company
w.e.f 10.11.2023.

Ms. Muskan resigned from the post of Company Secretary and Compliance Officer of the
Company w.e.f 16^th May 2023. Further, Mr. Aditya Agarwal was appointed as the Company
Secretary and Compliance Officer of the Company w.e.f 02^nd June, 2023.

Further, apart from mentioned above, there were no appointments and resignation of
Directors and KMP during the Financial Year under review.

MEETINGS:

During the year under review, the Board of Directors duly met 10 (Ten) times on 21.04.2023,
03.05.2023, 16.05.2023, 29.05.2023, 02.06.2023, 21.06.2023, 14.08.2023, 05.09.2023,

14.11.2023 and 14.02.2024 in respect of which meetings, proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

The Board has, on the recommendation of the Nomination & Remuneration committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration.

BOARD EVALUATION:

Your Company believes formal evaluation of the board and of the individual Directors, on an
annual basis, is a potentially effective way to respond to the demand for greater board
accountability and effectiveness. For the Company, evaluation provides an ongoing means for
Directors to assess their individual and collective performance and effectiveness. In addition to
greater board accountability, evaluation of board members helps in;

a. More effective Board process

b. Better collaboration and communication

c. Greater clarity with regard to member’s roles and responsibilities

d. Improved Chairman - Directors and Board relations

The evaluation process covers the following aspects:

Self-evaluation of Directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the Non-Executive Directors to the chairman

- Feedback on management support to the board.

Pursuant to Section 178 of the Companies Act, 2013 the Nomination and Remuneration
Committee has evaluated the performance of individual directors in its duly convened meeting.

Pursuant to Section 134 (3) (p) of the Companies Act, 2013 read with Regulation 4(2)(f)(ii)(9) of
SEBI (LODR) Regulations, 2015, the Board carried out an annual performance evaluation of its
own performance the directors individually as well as the evaluation of the working of its Audit,
Nomination & Remuneration and Compliance Committees.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down
in Section 149(6) of the Companies Act, 2013, along with Rules framed thereunder and along
with the criteria of independence laid down under Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

There has been no change in the circumstances affecting their status as Independent Directors
of the Company during the Financial Year under review.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company shall through its Senior Managerial personnel familiarize the Independent
Directors with the strategy, operations and functions of the Company. The Independent
Directors will also be familiarized with their roles, rights and responsibilities and orientation on
Statutory Compliances as a Board Member.

On appointment of the Independent Directors, they will be asked to get familiarized about the
Company’s operations and businesses. An Interaction with the key executives of the Company
is also facilitated to make them more familiar with the operations carried by the Company.
Detailed presentations on the business of the Company are also made to the Directors. Direct
meetings with the Chairman and the Whole-time Director are further facilitated for the new
appointee to familiarize him/her about the Company/its businesses and the group practices as
the case may be.

CONSTITUTION OF COMMITTEES:

AUDIT COMMITTEE:

The Audit Committee of the Company is duly constituted as per Section 177 of the Companies
Act, 2013.

The Committee comprises of Three (3) members and majority of the directors are Non¬
Executive Independent Directors. The Committee had met four times during the year and the
necessary quorum was present for the meeting.

S. No.	Name	Category of Director	Designatio n
1.	Mr. Prabhaker Reddy Aedla	Non-Executive, Independent Director	Chairperson
2.	Mr. Padamkumar Jabbarchand Gandhi	Non-Executive, Independent Director	Member
3.	Mr. Rajesh Gandhi	Executive Director	Member

*Note: The constitution of the Audit committee was changed consequent to the
resignation of Mr. Praveen Kumar Jain from the post of Whole Time Director & CFO of the
company w.e.f 01.05.2023 and resignation of Ms. Mehak Sharma and Ms. Seema Singh
as Directors w.e.f 16.05.2023

A. NOMINATION & REMUNERATION COMMITTEE CUM COMPENSATION COMMITTEE:

The Nomination & Remuneration Committee cum Compensation Committee is duly constituted
as per Section 178 of the Companies Act, 2013.

The Committee comprises of Three (3) members and all the directors are Non-Executive
Directors. During the year, the Committee had met Two (2) times and the necessary quorum
was present at the meeting.

S. No.	Name	Category of Director	Designatio n
1.	Mr. Prabhaker Reddy Aedla	Non-Executive, Independent Director	Chairperson
2.	Mr. Padamkumar Jabbarchand Gandhi	Non-Executive, Independent Director	Member
3.	Mr. Rajesh Gandhi	Executive Director	Member

*Note: The constitution of the Nomination & Remuneration Committee was changed consequent
to the resignation of Mr. Mr. Nagendar Singh, Ms. Mehak Sharma and Ms. Seema Singh as
Directors w.e.f 16.05.2023.

B. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is duly constituted as per the provisions of the
Companies Act, 2013.

The Committee comprises of Three (3) members and majority of the directors are Non¬
Executive Independent Directors. During the year, the Committee had met One (1) time and
the necessary quorum was present at the meeting.

S. No.	Name	Category of Director	Designatio n
1.	Mr. Prabhaker Reddy Aedla	Non-Executive, Independent Director	Chairperson
2.	Mr. Padamkumar Jabbarchand Gandhi	Non-Executive, Independent Director	Member
3.	Mr. Rajesh Gandhi	Executive Director	Member

*Note: The constitution of the Stakeholders Relationship Committee was changed consequent to
the resignation of Mr. Praveen Kumar Jain from the post of Whole Time Director & CFO of the
company w.e.f 01.05.2023 and Mr. Nagendar Singh and Ms. Mehak Sharma as Directors w.e.f
16.05.2023.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

Particulars of every contract or arrangements entered into by the Company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s
length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as
‘Annexure-A’ to this report.

AUDITORS:

A. STATUTORY AUDITORS;

M/s Sharad Chandra Toshniwal & Co, Chartered Accountants, Hyderabad were appointed as
Statutory Auditors for a period of 5 years at the Annual General Meeting held on 25/09/2023 and
holds office till the conclusion of Annual General Meeting to be held in the year 2028.

The Auditors’ Report does not contain any qualification. Auditors’ observations are suitably
explained in notes to the Accounts and are self-explanatory.

Details in Respect of Fraud reported by Auditors: During the period under review, no fraud
reported by Statutory Auditor’s of the Company.

B. SECRETARIAL AUDITORS:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed M/s. Piyush Gandhi & Associates, Practicing Company Secretary as the
Secretarial Auditors of the Company and Secretarial Audit Report submitted is enclosed as
‘Annexure-B’ to this report.

Auditors’ observations are suitably explained in the Secretarial Audit Report and are self¬
explanatory.

C. INTERNAL AUDITORS:

M/s. V. Singhi & Associates, Chartered Accountants, Hyderabad were appointed as internal
auditor of the Company for the Financial Year under review.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, is not required by the company and hence such
accounts and records are not maintained.

BUSINESS RESPONSIBILITY REPORT (BRR):

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13,
2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed
entities based on their market capitalization on Bombay Stock Exchange Ltd and National Stock
Exchange of India Ltd as at March 31, 2023. In view of the requirements specified, the
Company i s not mandated for the providing the BRR and hence do not form part of this Report.

CORPORATE SOCIAL RESPONSIBILITY:

The provision w.r.t. CSR is not applicable to the Company. Therefore, the Company has not
constituted CSR committee during the year 2023-24

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments during the year
underreview.

DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company as on
March31, 2024.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE
COMPANY AND COMPANYS’ OPERTAION IN FUTURE:

No significant and material orders have been passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company’s operations in future.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Risk Management Policy in place in the Company enables the Company to proactively take
care of the internal and external risks of the Company and ensures smooth business operations.

The Company’s risk management policy ensures that all its material risk exposures are properly
covered, all compliance risks are covered and the Company’s business growth and financial
stability are assured. Board of Directors decide the policies and ensure their implementation to
ensure protection of Company from any type of risks.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and
outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are as follows:

A. CONSERVATION OF ENERGY:

Your Company’s operations are not energy intensive. Adequate measures have been taken to
conserve energy wherever possible by using energy efficient computers and purchase of energy
efficient equipment.

(i)	the steps taken or impact on conservation of energy	NIL
(ii)	the steps taken by the company for utilizing alternate sources of energy	NIL
(iii)	the capital investment on energy conservation equipment’s	NIL

(i)	the efforts made towards technology absorption	NIL
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial Year)-	NIL
	(a) the details of technology imported	NIL
	(b) the year of import;	NIL
	(c) whether the technology been fully absorbed	NIL
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NIL
(iv)	the expenditure incurred on Research and Development	NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

EXTRACT OF ANNUAL RETURN:

The copy of the Annual Return as on 31st March, 2024 pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available
on the website of the company and the same can be accessed at https://www.virgoglobal.in

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The internal Financial Controls with reference to Financial Statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the internal auditors of the Company for inefficiency
or inadequacy of such controls. The Company maintains appropriate system of internal control,
including monitoring procedures, to ensure that all assets are safeguarded against loss from
unauthorized use or disposition. Company policies, guidelines and procedures provide for
adequate checks and balances and are meant to ensure that all transactions are authorized,
recorded and reported correctly.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed
there under and pursuant to the applicable provision of SEBI (Listing Obligations and disclosure
Requirements) Regulations, 2015, the Company has established a mechanism through which

all stake holders can report the suspected frauds and genuine grievances to the appropriate
authority.

The Whistle blower policy which has been approved by the Board of Directors of the Company
has been hosted on the website of the Company vizvirgoglobal.in.

RISK MANAGEMENT POLICY:

The Risk Management Policy in place in the Company enables the Company to proactively
take care of the internal and external risks of the Company and ensures smooth business
operations.

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (LODR) Regulations, 2015, the compliance with the corporate
governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26,
27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of
Schedule V of SEBI (LODR) Regulations, 2015, shall not apply, in respect of - the listed entity
having paid up equity share capital not exceeding Rs. 10 Crore (Rupees Ten Crore only) and
networth not exceeding Rs. 25 Crore (Rupees Twenty Five Crore only), as on the last day of the
previous financial year;

i. As per the Audited Financial Statements of the Company as on 31/03/2024 (last day of
previous Financial Year), the paid-up equity share capital of the Company is Rs.
4,20,17,200/- (Four Crore Twenty Lakh Seventeen Thousand and Two Hundred only) and
the networth is Rs. 80,61,370/- (Rupees Eighty Lakhs Sixty One Thousand Three Hundred
and Seventy only).

ii. In view of the above, the Corporate Governance regulations are not applicable to the
Company.

DETAILS OF COMPLAINTS/REQUESTS RECEIVED. RESOLVED AND PENDING DURING
THE YEAR 2023-24

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising	NIL
non-receipt of securities sent for transfer and transmission
Complaints received from SEBI/Registrar of Companies/	NIL
Bombay Stock exchange/National Stock Exchange/
SCORE
and so on
Number of complaints resolved	NIL

Number of complaints not resolved to the satisfaction of the investors as on March 31, 2024	NIL
Complaints pending as on March 31 2024	NIL
Number of share transfers pending for approval as on March 31	NIL
2024

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report highlighting the industry structure and
developments, opportunities and threats, future outlook, risks and concerns etc. is furnished
separately and forms part of this report as “ Annexure-D’

LISTING FEES:

The equity shares of your company are listed on BSE Limited. The company confirms that it
has paid Annual Listing Fees due to BSE for the financial year 2023-24

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with
respect to Directors’ Responsibility Statement, your board of Directors to the best of their
knowledge and ability confirm that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2024, the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

b. The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that were 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 the year under review;

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 have prepared the accounts for the Financial Year ended March 31, 2024 on
a ‘going concern’ basis;

e. The Directors laid down internal financial controls for the Company and such internal
financial controls are adequate and operating effectively; and

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

The Directors state that applicable Secretarial Standards as issued by ICSI (Institute of
Company Secretaries of India) and notified by central government have been duly complied by
the Company.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration as specified in Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RATIO OF REMUNERATION TO EACH DIRECTOR:

The details or remuneration pursuant to the provisions of Section 197(12) of the Companies
Act,2013 and Rule 5(1)(2) & (3) of the Companies (Appointment & Remuneration Rules,2014
are provided in Annexure to this report.

EVENT BASED DISCLOSURES:

Issue of Equity Share: N.A

Issue of Shares with Differential Rights: N.A

Issue of Shares under Employee’s Stock Option Scheme: N.A

Disclosure on Purchase by Company or giving of loans by it for purchase of its shares: N.A Buy
Buy Back of shares: N.A

Disclosure about revision: N.A Change of Name: N.A
Preferential Allotment of Share: N.A

INDUSTRIAL RELATIONS:

The Company enjoyed cordial relations with its employees during the year under review and the
Board appreciates the employees across the cadres for their dedicated service to the Company,
and looks forward to their continued support and higher level of productivity for achieving the
targets set for the future.

HUMAN RESOURCES:

Your Company treats its "human resources” as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an
ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation
and job enlargement

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of

The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,
2013. All employees (permanent, contractual, temporary, trainees) are covered under this
policy. The provision relating to constitution of Internal Complaints Committee is not applicable
to the Company

The following is a summary of sexual harassment complaints received and disposed off during
the year 2023-24:

• No. of complaints received: - NIL

• No. of complaints disposed off: - NIL

DETAILS OF APPLICATIONS MADE UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

The company has neither made any application nor is any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF.

The above clause is not applicable to the company as the company has not taken any loan from
Banks or Financial Institutions during the year under review.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACOUNT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company hereby discloses the details of
unpaid/unclaimed dividend and the respective share thereof as follows:

Aggregate No. of Shareholders and the outstanding shares in the suspense account at the beginning of the year.	NA
No. of shareholders who approached the Company for transfer of shares from suspense account during the year.	NA
No. of shareholders to whom shares were transferred from suspense account during the year.	NA
Aggregate No. of Shareholders and the outstanding shares in the suspense account at the end of the year.	NA

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the
employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents,
banks and other financial institutions and shareholders, of the Company for their continued
support.

For and on Behalf of the Board
Virgo Global Limited

Sd/- Sd/-

Umasankar Mylapur Prakash Rao Sonal Jain
Whole-Time Director/CFO Director

DIN: 08445123 DIN: 07885062

Place: Hyderabad
Date: 05.09.2024

---

Mar 31, 2015

The Directors have pleasure in presenting their 17th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1.FINANCIAL RESULTS

Particulars 2014-15 (Rs) 2013-14 (Rs)

Revenue from Operations 725,000 701,000

Operating Expenditure 872,296 533,758

Profit before Tax 132,013 298,177

Profit after Tax 109,311 197,994

Balance carried to Balance Sheet 109,311 197,994

During the year under review, your Company had earned a total income of Rs 10.52 Lakhs as against Rs 9.64 Lakhs during the previous year and the Net Profit for the current year is Rs. 1.09 lakhs as against a Net Profit of Rs. 1.98 Lakhs for the previous year. Despite the serious efforts that have been put by the Management, Your Company could not succeed in getting new business opportunities in Media and Broadband Internet Segments due to global economic slowdown and lack of adequate resources at the disposal of the Company. Your Company is considering various other options, details of which would be communicated to the Members in due course. There is no change in the nature of business.

2. DIVIDEND

In view of inadequate profits, your Board could not recommend any dividend for the financial year 2014- 15.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) In accordance with the provisions of Companies Act, 2013, Mr. P. Shyam Prasad, Executive Director of the Company would retire by rotation and, being eligible, offer himself for re- appointment. The Board recommend to the shareholders for his re-appointment.

b) Mr. B V Satya Sai Prasad and Mr. Hafeezuddin Shaik Imam, Independent Directors have resigned from the office of Director of the Company w.e.f. 14-08-2015.

c) Smt. N Vasundhara Mani, Mr. Muvva Kondala Rao, and Mr. Panjugula Srisail Reddy have been appointed as Additional Directors on 14-08-2015. Ms. Vemula Tejaswini has been appointed on 31-03-2015

d) As required under Section 134 (3) (d) of the Companies Act, 2013, All independent directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

e) Other Disclosure

Board Evaluation

Pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Selection and Remuneration Policy

On the recommendation of the Nomination & Remuneration Committee, the Board has discussed and framed a policy for selection and appointment of Directors, Senior Management. However, since the Company is not doing well, the remuneration policy is yet to be finalized.

Meetings

During the year 6 (SIX) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Change in Management:

During the year under review, the Company was taken over by Mrs. Vasundhara Mani Namburu through open process and acquired entire holding of the previous promoter "Savera Construction Pvt Ltd"

4. PARTICULARS OF EMPLOYEES

None of the employees has received remuneration exceeding the limit as stated in rule 5 (2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014.

5. DETAILS OF SUBSIDIARY

During the period under review, your Company has no Subsidiary Company.

6. AUDITORS:

M/s. M.M. Reddy & Co. (FRN No. 01371S), Chartered Accountants, Hyderabad, the present Auditors, has been appointed for Five consecutive years (Subject to the ratification by the shareholders at each AGM held after the previous AGM) by the shareholders at the previous AGM. The Board of Directors recommends the ratification of appointment of M.M. Reddy & Co., Chartered Accountants, at the ensuing Annual General Meeting.

7. AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

8. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as (Annexure I).

9. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. VCSR & Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as (Annexure II) to this report. The report is self-explanatory and do not call for any further comments.

10. INTERNAL AUDIT & CONTROLS AND THEIR ADEQUACY

There are proper internal control policies installed in the Company commensurate with the size and operation of the Company. Owing to less numbers of operations in the Company, internal control policies are taken care by the employees.

11. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.vgml.com

12. RISK MANAGEMENT POLICY

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the period of review, there are no material changes affecting the financial position of the company.

14. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.

15. DEPOSITS

The Company has not accepted any fixed deposits from the public, and as such no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, the Company has not entered into any related party transaction as envisaged under Section 188 of the Companies Act, 2013.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

As the company is not doing well from the last couple of years, the rules in connection with spending of money on specified projects under corporate social responsibility rules as envisaged under section 135 of the Companies Act, 2013 are not applicable to the Company. As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges.

18. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

1. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, your directors confirm:

(a) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

(b) That 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 at the end of the financial year and of the profit and loss of the Company for that period.

(c) 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 safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

(d) That the directors had prepared the annual accounts on the going concern basis.

(e) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) That 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.

20. LISTING WITH STOCK EXCHANGES:

Presently, the Equity Shares of the Company are listed on Bombay Stock Exchange Limited [BSE]. The Company confirms that it has paid Annual Listing Fees due to BSE for the financial year 2015-16.

21. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out separately in this annual report together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

22. ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge and appreciate the support extended by the Bankers of the Company. Your Directors express their grateful thanks to our valued shareholders for the trust and confidence reposed in the Company.

By order of the Board

For VIRGO GLOBAL MEDIA LIMITED

Sd/- Sd/-

P Shyam Prasad N Vasundhara Mani

Whole-time Director Director

Place: Hyderabad (DIN: 02713599) (DIN: 01646183)

Date : 30.11.2015

---

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Sixteenth Annual Report of your company and the Audited Financial Accounts for the year ended on March 31, 2014.

Financial Results

Rs. In Lakhs

Particulars 2013-14 2012-13

Net Sales/Income from Operations 7.01 6.75

Other Income 2.63 2.23

Total Income 9.64 8.97

Financial Expenses 0.29 0.27

Depreciation and Write Offs 0.02 0.23

Other Expenses

Provision for taxation 1.00 0.94 Profit/(Loss) 1.98 1.91

Equity Share Capital (1,05,04,300 Shares of Rs 4/- each) 420.17 420.17

Review of Operations:

During the year under review, your Company had earned a total income of Rs 9.64 Lakhs as against Rs 8.97 Lakhs during the previous year and the Net Profit for the current year was Rs. 1.98 lakhs as against a Net Profit of Rs. 1.91 Lakhs for the corresponding period. The Total income includes other income of Rs. 2.63 Lakhs. Despite the serious efforts that have been put by the Management, Your Company could not succeed in getting new business opportunities in Media and Broadband Internet Segments, due to global economic slowdown and lack of adequate resources at the disposal of the Company. Your Company is considering various other options, details of which would be communicated to the Members in due course.

Fixed deposits:

The Company has not accepted any fixed deposits from the public, and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Auditors:

M/s. P. Murali & Company (FRN: 007257S), Chartered Accountants, Hyderabad, Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act, 1956 up to the conclusion of forth-coming Annual General Meeting. The company has received a letter from existing auditors expresing their unwillingness to continue as auditors. Hence the company has obtained willingness and eligibility letter from M/s. M.M. Reddy & Co. (FRN No. 01371S) Chartered Accountants, Hyderabad to act as auditor of the company. Pursuant to the provisions of the Section 139 (2) of the Companies Act, 2013 They have furnished a certificate stating that their appointment, if made, will be within the limits laid down under Section 141 (3) (g) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014.

The Audit Committee of your Company meets periodically with Statutory Auditors and Internal Auditors to review the performance of the Internal Audit, to discuss the nature and scope of statutory auditors functions, and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, the statutory auditor and the internal auditor have full access to the Members of the Audit Committee to discuss any matter of substance.

Directors:

At the ensuing Annual General Meeting Mr. P.Syam Prasad retires by rotation and being eligible, offered himself for re-appointment.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the

Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules,2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation and the tenure of the Independent Directors on the date of commencement of the Companies Act, 2013 (ie., 01.04.2014) shall not be counted as term for aforesaid period of 5 years. Accordingly, it is proposed to appoint Mr. Hafeezuddin Shaik Imam and Mr. B.V.Satya Sai Prasad as Independent Directors of your Company from 30th December 2014 up to 29th December 2019.

Appropriate resolutions for the appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. Your Directors recommend their reappointment as Directors of your Company.

Stock Exchange Listing:

Presently, the Equity Shares of the Company are listed on Bombay Stock Exchange Limited [BSE]. The Company confirms that it has paid Annual Listing Fees due to BSE for the financial year 2014-15.

Director''s Responsibility Statement:

In accordance with the Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirms that:

a) In the preparation of the Accounts for the twelve months period ending March 31, 2014; the applicable accounting standards have been followed and there are no material departures there from.

b) They have selected such accounting policies in consultation with Statutory Auditors of the Company and applied consistently and judgments 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 the Company as at March 31,2014 and of the profit of the Company for the financial year.

c) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared accounts for the year ended March 31, 2014 on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance along with Auditors'' Certificate on its compliance and Management Discussion and Analysis forming part of this report are annexed hereto.

Particulars of Employees:

None of the employees are drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Companies (Disclosure of particulars in the Directors Report) Rules 1988:

A. Conservation of Energy:- The Company is not a manufacturing Company and hence the details in respect of the above are not applicable.

B. Technology Absorption:- Your Company is committed to use state of Art technology for improving the quality of its services.

C. Research and Development:- Your Company has not undertaken any R&D activity in any specific area during the year under review.

D. Disclosure of Particulars relating to Foreign Exchange Earnings and Outgo:-

Your Company''s Operation did not result into any Foreign Exchange earnings or outgo.

Acknowledgements

Your Directors gratefully acknowledge and appreciate the support extended by the

Syndicate Bank,UCO Bank various departments of Central and State Governments, SEBI and Stock Exchanges. Your Directors express their grateful thanks to our valued shareholders for the trust and confidence reposed in the Company.

By order of the Board For VIRGO GLOBAL MEDIA LIMITED

Sd/- Sd/-

Place: Hyderabad P Syam Prasad B V S Sai Prasad Date: 03.12.2014 Director Director

---

Mar 31, 2012

To The Members of Virgo Global Media Limited

The Directors have pleasure in presenting the Fourteenth Annual Report of your company and the Audited Financial Accounts for the year ended on March 31' 2012. Financial Results:

Rs in Lakhs

Particulars 2011-12 2010-11

Net Sales/Income from Operations 7.35 5.70

Other Income 2.58 2.73

Total Income 9.93 8.43

Financial Expenses 0.32 0.28

Depreciation and Write Offs 0.30 0.30

Other Expenses 6.02 4.22

Provision for taxation 0.42 0.00

Profit/fLoss) 1.21 3.76

Equity Share Capital(l '05'04'300

Shares of Rs 4/-each) 420.17 420.17

Review of Operations:

During the year under review' your Company had earned a total income of Rs 9.93 Lakhs as against Rs 8.43 Lakhs during the previous year and the Net Profit for the current year was Rs. 1.21 lakhs as against a Net Profit of Rs. 3.76 Lakhs for the Corresponding period. The Total income includes other income of Rs. 2.58 Lakhs. Despite the serious efforts that have been put in by the Management' Your Company could not succeed in getting business opportunities in Media and Broadband Internet Segments' due to global economic slowdown and lack of adequate resources at the disposal of the Company. Your Company is considering various other options' details of which would be communicated to the Members in due course.

Fixed deposits:

The Company has not accepted any Fixed Deposits' falling with in the purview of Section 58A of trie Companies Act' 1956.

Auditors:

M/s. P. Murali & Company (FRN: 007257S)' Chartered Accountants' Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act' 1956 upto the conclusion of this Annual General Meeting and are eligible for re-appointment.

Directors:

At the ensuing Annual General Meeting Mr. P. Syam Prasad retires by rotation and being eligible' offered himself for re-appointment.

Mr. P. Syam Prasad ceased to be the Executive Director of the company with effect from 27th April' 2012 consequent to the expiry of his terms as Executive Director. Mr. P Venkata Ramana had resigned from the board with effect from 21st December 2011.

Stock Exchange listing:

Presently' the Equity Shares of the Company are listed on Bombay Stock Exchange Limited [BSE]. The Company confirms that it has paid Annual Listing Fees due to the Stock Exchanges where the Company's securities are listed for the year 2012-13.

Directors' Responsibility Statement:

In accordance with Section 217(2AA) of the Companies Act' 1956' the Board of Directors confirms that:

a) In the preparation of the Accounts for the twelve months period ended March 31' 2012; the applicable accounting standards have been followed and there are no material departures there from.

b) They have selected such accounting policies in consultation with Statutory Auditors of the Company and applied consistently and judgements 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 the Company as at March 31' 2012 and of the profit of the Company for the financial year.

c) They have taken proper and sufficient care to the best of their knowledge and' ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act' 1956. They confirm that there adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared accounts for the year ended March 31' 2012 on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance along with Auditors' Certificate on its compliance and Management Discussion and Analysis forming part of this report are annexed hereto.

Particulars of Employees:

None of the employees are drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act' 1956 read with the Companies (Particulars of Employees) Rules' 1975 as amended.

Particulars in respect of Conservation of Energy' Technology Absorption and Foreign Exchange Earnings and Outgo required under Companies (Disclosure of particulars in the-Directors Report) Rules 1988:

A. Conservation of Energy:- The Company is not a manufacturing Company and hence the details in respect of the above are not applicable.

B. Technology Absorption:- Your Company is committed to use state of Art technology for improving the quality of its services.

C. Research and Development:- Your Company has not undertaken any R&D activity in any specific area during the year under review.

D. Disclosure of Particulars relating to Foreign Exchange Earnings and Outgo:- Your Company's Operation did not result into any Foreign Exchange earnings or outgo.

Acknowledgements :

Your Directors gratefully acknowledge and appreciate the support extended by the Syndicate Bank' UCO Bank and various departments of Central and State Governments' SEBI and Stock Exchanges. Your Directors express their grateful thanks to the valued shareholders for the trust and confidence reposed in the Company.

For and on behalf of the Board

Sd/- Sd/- PSyam Prasad BVSS Prasad

Director Director

Place: Secunderabad

Date: 14.08.2012

---

Mar 31, 2011

The Members Virgo Global Media Limited

The Directors have pleasure in presenting the Thirteenth Annual Report of your company and the Audited Financial Accounts for the year ended on 31st March 2011.

Financial Results Rs in Lakhs

Particulars 2010-11 2009-10

Net Sales/Income from

Operations 5.70 3.12

Other Income 2.73 2.07

Total Income 8.43 5.19

Financial Expenses 0.28 0.30

Depreciation and Write Offs 0.30 0.30

Other expenses 3.49 4.39

Provision for taxation 0.00 0.00

Profit/(Loss) 3.76 0.26

Equity Share Capital 420.17 420.17 (1,05,04,300 Shares of Rs 4/- each)

Review of Operations

During the year your Company's total income is Rs.8.43 lakhs as against Rs.5.19 lakhs during the previous year and the net profit is Rs.3.76 lakhs as against a profit of Rs.0.26 lakhs for the corresponding period. The total income includes other income of Rs.2.73 lakhs as against Rs.2.07 lakhs of previous year. Your company is exploring various business opportunities in Media and Broadband internet segments.

Fixed deposits

The Company has not accepted any Fixed Deposits, falling with in the purview of Section 58A of the Companies Act, 1956.

Auditors

M/s. P. Murali & Company (FRN: 007257S), Chartered Accountants, Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of this Annual General Meeting and are eligible for re-appointment.

Directors

At the ensuing Annual General Meeting Mr. P. Venkat Ramana retires by rotation and being eligible, offered himself for re-appointment. The Company has received notice under section 257 of the Act from its member, in respect of Mr. B V Satya Sai Prasad and Mr. Hafeezuddin Shaik Imam proposing their candidature as Directors liable to retire by rotation.

Further, the Board of Directors vide Circular Resolution dated April 26, 2011 have reappointed, subject to your approval, Mr.P.Syam Prasad as Executive Director of the Company for a period of One Year with effect from April 27, 2011 without any remuneration.

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE). The Company confirms that it has paid Annual Listing Fees due to the Stock Exchanges for the year 2011-12.

Directors' Responsibility Statement

In accordance with the Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm that:

(a) in the preparation of the Accounts for the twelve months period ending 31st March 2011, the applicable accounting standards have been followed and there are no material departures there from.

(b) they have selected such accounting policies in consultation with Statutory Auditors of the Company and applied consistently and judgements 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 the Company as at 31st March 2011 and of the profit of the Company for the financial year.

(c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956.They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) they have prepared accounts for the year ended 31st March 2011 on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report

A separate report on Corporate Governance along with Auditors' Certificate on its compliance and Management Discussion and Analysis forming part of this report are annexed hereto.

Particulars of Employees

None of the employees are drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Companies (Disclosure of particulars in the Directors Report) Rules 1988:

A. Conservation of Energy:- The Company is not a manufacturing Company and hence the details in respect of the above are not applicable

B. Technology Absorption:- Your company is committed to use state of art technology for improving the quality of its services.

C. Research and Development:- Your Company has not undertaken any R&D activity in any specific area during the year under review.

D. Disclosure of Particulars relating to Foreign Exchange Earnings and Outgo:- Your company's operations did not result into any Foreign exchange earnings or outgo.

Acknowledgements

Your Directors gratefully acknowledge and appreciate the support extended by the Syndicate Bank, UCO Bank various departments of Central and State Government, SEBI and Stock Exchanges. Your Directors express their grateful thanks to our valued shareholders for the trust and confidence reposed in the Company.

For and on behalf of the Board

Sd/- Sd/-

P Syam Prasad B.V.S.Sai Prasad Executive Director Director

Place: Secunderabad Date : 30.08.2011

---

Mar 31, 2010

The Directors have pleasure in presenting the Twelfth Annual Report of your company and the Audited Financial Statements for the year ended on March 31, 2010.

Financial Results Rs in Lakhs

Particulars 12009-10 2008-09

Net Sales/Income from

Operations 3.12 7.04

Other Income 2.07 14.68

Total Income 5.19 21.72

Financial Expenses 0.30 15.56

Depreciation and

Writeoffs 0.30 0.29

Other expenses 4.39 20.84

Provision for taxation (0.06) 0.08

Profit/(Loss) 0.26 (15.19)

Equity Share Capital 420.17 420.17

(1,05,04,300 Shares of Rs 4/- each)



Review of Operations

During the year under review, your Company had very lean operations as it was evaluating new revenue possibilities. Thus, your companys total income is Rs. 5.19 lakhs as against Rs. 21.72 lakhs during the previous year and the net profit is Rs.0.26 lakhs as against a loss of Rs. 15.19 lakhs for the corresponding period. The total income includes other income of Rs. 2.07 lakhs as against Rs. 14.68 lakhs of previous year. Your company is exploring various business opportunities in Media and Broadband internet segments.

Fixed deposits

The Company has not accepted any Fixed Deposits, falling with in the purview of Section 58A of the Companies Act, 1956.

Auditors

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company, hold office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment.

Directors

At the ensuing Annua! General Meeting Mr. E.K. Surendran and Mr. Shyam Bhethanabhotla shall retire by rotation and being not interested to continue, expressed their inability for re-appointment. The company has received notice under section 257 of the Act from its members, in respect of Mr. P Venkat Ramana, proposing his candidature as Director of the Company liable to retire by rotation. In terms of provisions of Section 256 read with 257 of the Companies Act, 1956, the Board of Directors proposed Mr. P. Venkat Ramana as the Director of the Company liable to retire by rotation in the place of Mr. E. K. Surendran and not to fill the resultant vacancy of office of Mr. Shyam Bhethanabhotla.

Further, the Board of Directors vide Circular Resolution dated April 26, 2010 have re- appointed, subject to your approval, Mr. P. Syam Prasad as Executive Director of the Company for a period of One Year with effect from April 27, 2010 without any remuneration. The Board recommends the said proposals.

Listing

Presently, the Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Company confirms that it has paid Annual Listing Fees to the Stock Exchange for the year 2010-11. The Board is delighted to share with its members that due to the strenuous efforts made by your management, the BSE has permitted the trading of equity shares of the company with effect from August 10, 2010 after a period of around 6 years of suspension of the scrip for trading. Now the companys scrip is actively trading on BSE.

Directors Responsibility Statement

In accordance with the Section 217(2AA) of the Companies Act, 1 956, the Board of Directors confirm that:

(a) in the preparation of the Accounts for the twelve months period ending March 31, 2010; the applicable accounting standards have been followed and there are no material departures there-from.

(b) they have selected such accounting policies in consultation with Statutory Auditors of the Company and applied 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 March 31, 2010 and of the profit of the Company for the financial year.

(c) they have taken proper and sufficient care to the best of their knowledge and abi lityfor the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) they have prepared accounts for the year ended March 31, 2010 on a going concern basis.

Corporate Governance and Management Discussion and Analysis Report

A separate report on Corporate Governance along with Auditors Certificate on its compliance and Management Discussion and analysis forming part of this report are annexed hereto.

Particulars of Employees

None of the employees are drawing remuneration in excess of the limits prescribed under Section 217 (1) (e) read with the Companies (Particulars of Employees) Rules, 1975.

Particulars in respect of Conservation of Energy Technology, Absorption and Foreign Exchange Earnings and Outgo required under Companies (Disclosure of particulars in the Directors Report) Rules 1988:

A. Conservation of Energy:- Your Company is not a manufacturing Company and hence the details in respect of the above are not applicable

B. Technology Absorption:- Your company is committed to use state of art technology for improving the quality of its services.

C. Research and Development:- Your Company has not undertaken any R&D activity in any specific area during the year under review.

D. Disclosure of Particulars relating to Foreign Exchange Earnings and Outgo:- Your companys operations did not result into any Foreign exchange earnings or outgo.

Acknowledgements

Your Directors gratefully acknowledge and appreciate the support extended by the Banks, various departments of Central and State Government, SEBI and BSE. Your Directors express their grateful thanks to the valued shareholders for the trust and confidence reposed in the Company.

For and on behalf of the Board



Sd/- Sd/-

P Syam Prasad D P Sreeinivas

Executive Director Director

Place: Secunderabad

Date: August 13, 2010