techtrek india limited€¦ · resume of the directors is as under-: : name mr. krishna kumar...

28TH ANNUAL REPORT 2011-2012 1

TECHTREK INDIA LIMITED

TECHTREK INDIA LIMITED(Previously known as Zentronics Technologies Limited/

Nirmal Metals & Fabricators Limited)

TWENTYEIGHTH ANNUAL REPORT2011-2012

BOARD OF DIRECTORS Mr. P.M.Shah : Chairman & Non Executive Director

Mr. Dilip V Damle : Director

Mr. Anthony Clifford Gale : Non Executive Director

Mr. Narayanan R. Pisharoty : Independent Director

AUDITORS M/s A. PURI & COCHARTERED ACCOUNTANTS

BANKERS INDIAN OVERSEAS BANK

REGISTERED OFFICE PLOT NO.124, ROAD NO.17, M.I.D.C, MAROL,ANDHERI (E), MUMBAI – 400093.

REGISTRAR & SHARETRANSFER AGENT Purva Sharegistry (India) Private Limited

Shiv Shakti Industrial Estate, Unit No.9,J R Boricha Marg, Sitaramill Compound,Lower Parel, Mumbai - 400 011,Ph No: 022 23018261 email: [email protected]



CONTENTS PAGE NO

NOTICE OF MEETING....................................................................................................................... 03

DIRECTORS’ REPORT OF THE SHAREHOLDERS ............................................................................. 06

MANAGEMENT DISCUSSION & ANALYSIS REPORT...................................................................... 09

COMPLIANCE CERTIFICATE ............................................................................................................. 11

CORPORATE GOVERNANCE REPORT .............................................................................................. 15

REPORT OF THE AUDITORS ............................................................................................................. 23

BALANCE SHEET AS AT 31ST MARCH, 2012 ................................................................................ 28

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2012.................................... 29

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2012 ............. 30

NOTES ON ACCOUNTS ANNEXED TO AND FORMING PART OF THE ACCOUNTS ..................... 37

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31 MARCH, 2012 ................................... 41

ATTANDENCE SLIP ............................................................................................................................ 43



NOTICE OF MEETING

NOTICE is hereby given that TWENTY EIGHT ANNUAL GENERAL MEETING, of the Members ofTECHTREK INDIA LIMITED (Previously known as Zentronics Technologies Limited/ Nirmal Metals &Fabricators Limited) will be held at the Registered Office of the Company at Plot No.124, RoadNo.17, M.I.D.C., Marol, Andheri (East), Mumbai 400093 on Saturday, the 29th September, 2012 at02.30 pm to transact the following business as:

ORDINARY BUSINESS:

1. To Consider and adopt the Audited Profit and Loss Account of the Company for the ended 31stMarch, 2012 and Balance Sheet as at that date, and the reports of the Directors, CompanySecretaries and the Auditors thereon.

2. To appoint a Director in place of Mr. Dilip Vithal Damle who retires by rotation and beingeligible, offers himself for re-election.

3. To appoint Auditors and fix their remuneration.

SPECIAL BUSINESS:

4 To transact with or without modifications, as may be permissible, the following business as anordinary resolution:

"RESOLVED FURTHER THAT Pursuant to the Section 257 of the Companies Act, 1956 and theArticles of Association of the Company Mr. Krishna Kumar Venkatram Aiyar who was appointedas additional director operations w.e.f 12th January, 2012 be and is hereby appointed as theDirector of the company, in respect of whom the Company has received notice from a membersignifying his intention to propose the candidature of Mr. Krishna Kumar Venkatram Aiyar."

Place : Mumbai. By Order of the Board of DirectorsDate : 1st September, 2012 TECHTREK INDIA LIMITEDRegistered Office :Plot No. 124, Road No. 17,M.I.D.C., Marol, Andheri (East), P. M. SHAHMumbai – 400093. CHAIRMAN

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND SUCH PROXY NEED TOBE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE VALID MUST BE LODGED ATTHE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORECOMMENCEMENT OF THE MEETING.



2. The Register of Member will remain close from Thursday, 27th September, 2012 to Saturday,29th September, 2012 (both days inclusive).

3. At the ensuing Annual General Meeting Mr. Dilip Vitthal Damle - Director, retires by rotationand being eligible offers himself for re-appointment, the brief resume of the director is asunder:

Name Mr. Dilip Vitthal DamleAge 60 YearsQualification B.A.Expertise in Specific Area MAREKTINGDate of First Appointment onthe Board of the Company 10.05.2005Name(s) of the other companies in whichDirectorship held and CommitteeMembership/Chairmanship held. NIL

4. At the ensuing Annual General Meeting Mr. Krishna Kumar Venkatram Aiyar, who was appointedas additional director is being proposed to be appointed as Directors of the Company, the briefresume of the directors is as under-: :

Name Mr. Krishna Kumar Venkatram AiyarAge 65 YearsQualification B.A.Expertise in Specific Area PRODUCTIONDate of First Appointment onthe Board of the Company 02.01.2012Name(s) of the other companies in whichDirectorship held and CommitteeMembership/Chairmanship held. NIL

5. The shareholders are requested to send their share certificates to company's registered officeaddress or it's Registrar & Share Transfer Agent at below address to change the name of companyconsequent to its change of name to Techtrek India Limited.

6. Please intimate the changes, if any, in your registered address, to the Company's Registrar &Share Transfer Agent at the following address:-Purva Sharegistry (India) Private LimitedShiv Shakti Industrial Estate, Unit No.9, J R Boricha Marg,Sitaramil Compound, Lower Parel, Mumbai - 400011,Ph No: 022 23018261 email: [email protected]

7. Shareholders who have multiple folios in identical names or joint names in the same order arerequested to intimate to Company to consolidate all such share holding into a single folio.

8. Shareholders desiring any information as regards the Accounts are requested to write to theCompany at any early date so as to enable the Management to keep the information ready.



9. Green initiative in Corporate Governance: The Government Of India, Ministry Of CorporateAffairs (MCA) vide its circular no. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011has taken a "Green Initiative" and has allowed companies to make service of documents includingAnnual Report, Audited Financial Statements, Director's Report, Auditor's Report, etc. to themembers through the electronic mode, to the registered email addresses of the members. Thisis a golden opportunity to contribute to our Nation at large. All you have to do is to registeryour e-mail address with the company to receive communication through the electronic mode.

EXPLANATORY STATEMENT

PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956.

Item No. 4

Pursuant to the Section 260 of the Companies Act, 1956 and the Articles of Association of theCompany Mr. Krishna Kumar Venkatram Aiyar was appointed as an additional director of the companyin the Board Meeting held on 12.02.2012. His term of office expires on the forthcoming AnnualGeneral Meeting.

Pursuant to the provisions of section 257 of the Act, the company has received notice from a memberfor the nomination of Mr. Krishna Kumar Venkatram Aiyar as the directors of the company along withthe requisite deposit.

Pursuant to Section 257 of the Companies Act it requires an ordinary resolution to be passed. Thus,the resolution is placed for the shareholders approval.

Your Board recommends to pass the above said resolution.

None of the Directors are interested in the resolution except the Mr. Krishna Kumar Venkatram Aiyar.

Place : Mumbai. By Order of the Board of DirectorsDate : 1st September, 2012 TECHTREK INDIA LIMITEDRegistered Office :Plot No. 124, Road No. 17,M.I.D.C., Marol, Andheri (East), P. M. SHAHMumbai – 400093. CHAIRMAN



DIRECTORS’ REPORT OF THE SHAREHOLDERS

Your Directors have pleasure in presenting their 28th Annual Report with the Audited Account of theCompany for the period ended 31st March, 2012.

FINANCIAL RESULTS: (Rs. in Lac)For the year ended on For the year ended on

31.03.2012 31.03.2011Total Income 136.36 90.05Total Expenditure 123.31 89.04Profit / (Loss) before Taxation 13.05 1.01Provision for Tax 2.45 2.80Short Provision of Previous Year 25.22 -Profit / (Loss) after Taxation (14.52) (1.41)Balance b/f from Previous Year (371.2) (369.79)Balance Carried to Balance Sheet (385.72) (371.2)

OPERATONS:

The total income for the period ended 31.03.2012 was Rs. 136.36 Lac against previous year Rs.90.05 lac. During the year under review the company has incurred loss of Rs.(14.52) Lac againstprevious year loss of Rs. (1.41 Lac).

CURRENT STATUS AND FUTURE PLANS OF COMPANY:

The Company has not been able to start any Manufacturing activities due to pending litigations andclearing of debts. The management has decided to exit the main business activities in the year 2007-08 and altered its main object to IT and IT enabled services. To generate some income the Companyhas started to lease the premises. The company's proposed business plans could not be materialized,due to worldwide recession during last few years. The management is giving its best efforts to generatethe income from the IT and IT enabled services.

The Company has planned to use its additional office space by giving it on lease to have additionalsource of income. The Company has started construction of additional floors to the building & hastransferred Rs. 14876774/- to the Building Account.

DIVIDEND:

In view of the accumulated losses, your Directors have decided not to recommend any dividend forthe year under review. (Previous Year: Nil).

FIXED DEPOSITS:

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section58 A of the Companies Act 1956 from the public during the year under review.



CONSERVATION OF ENERGY:

The company is into Services Industry hence the information regarding conservation of energy, TechnologyAbsorption, Adoption and innovation, the information required under section 217(1)(e) of the CompaniesAct, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors)Rules 1988, is reported to be NIL.

TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

Information related the foreign exchange is as below:

Foreign exchange earnings - Rs. 8.00 LacForeign exchange outgoings - Rs. Nil

PARTICULARS OF EMPLOYEES:

There were no employees during the year or part of the year drawing remuneration, which falls withinthe preview of the provisions of Section 217 (2A) of the Companies Act 1956.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company at the end of the financial year and of the profit of theCompany for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS:

M/s. A. Puri & Co, Auditors of the Company retire at the conclusion of ensuring Annual GeneralMeeting and are eligible for reappointment. You are requested to appoint Auditors to hold of his untilthe next Annual General Meeting.

AUDITORS REPORT:

The observation made in the Auditors’ Report read together with relevant notes thereon are selfexplanatory and hence do not call, any further comments under Section 217 of the Companies Act1956.



SECRETARIAL AUDITORS REPORT:

The Compliance Certificate under section 383A has been obtained from the Practicing CompanySecretary and is form part of the Balance Sheet.

DIRECTOR RETIRE BY ROTATION:

Mr. Dilip Vitthal Damle retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Your Directors recommends his re-appointment.

Pursuant to the Section 260 of the Companies Act, 1956 and the Articles of Association of theCompany Mr. Krishna Kumar Venkatram Aiyar was appointed as an additional director operations ofthe company in the Board Meeting held on 02.01.2012. His term of office expires on the forthcomingAnnual General Meeting. Pursuant to the provisions of section 257 of the Act, the company hasreceived notice from a member for the nomination of Mr. Krishna Kumar Ventatram Aiyar as thedirectors of the company along with the requisite deposit. The Board recommends his appointment.

During the year Mr. Narayanan Rama Pisharoty has resigned from the Board of Directors of theCompany. The Board placed their sincere appreciation for the services rendered by him during histenure as director.

CORPORATE GOVERNANCE REPORT:

A separate report on corporate governance is attached herewith which may be considered as a part ofDirectors’ Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A separate report on “Management Discussion and Analysis Report” is attached herewith which maybe considered as a part of Directors’ Report.

APPRECIATION:

Your Company & its Directors wish to extend their sincerest thanks to the Bankers, State Government,Customers, Suppliers and Staff for their continuous co-operation & guidance.

For and on behalf of Board of Directors.TECHTREK INDIA LIMITED

Place : MumbaiDated : 1st September, 2012 Chairman



MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management of your Company presents its analysis covering the performance of the Companyduring the year 2011-2012 and an outlook for future.

INDUSTRY STRUCTURE, DEVELOPMENT:

Your Company is engaged in IT Business and IT Enabled Services. The company has no manufacturingactivities.

PERFORMANCE:

The Company has not been able to start any commercial operations due to pending litigations, labourproblems etc since 1998 year. The present major income of the Company comes from the rentalincome.

SEGMENT-WISE PERFORMANCE:

The Company is not manufacturing any products. Thus no segment wise performance is given.

THREATS:

This IT & IT enabled services has undergone significant changes during the past few years. Due to oneor other reasons, the Company’s ability to run the business has been affected and has been sufferingcontinuous losses. Further, the Indian economy is now integrated with the world economy to a verylarge extent and therefore vulnerable to the direct impact of such a slowdown; such an impact couldadversely affect the Company’s performance as well.

EXPLORATION:

The Company in the year 2007-2008 has changed its name and object to IT & IT enabled services.The management are evaluating various offers and opportunities suitable to the best interest of theCompany.

STRENGTH:

The existing CEO and his associates, has a strong technical knowledge and experience in the IT sector.Their experience and expertise in the IT Sector can be used as a tool to come out of dire health tohealthy financial state.

OPPORTUNITIES AND OUTLOOK:

The IT industry is showing healthy signs of growth after the worldwide recession in 2008-09. TheCompany is trying to augment working capital limits and looking to reach optimum operation levels.The Company’s focus will be on sustaining its competitive edge and maximizing growth throughavailable opportunities, by means of on-going efforts towards offering value-added products and



services, reducing delivery lead times, lowering costs, rationalizing resources, increasing productivity,strengthening the IT infrastructure and further improving its service. The long term outlook for the ITIndustry is good.

RISKS AND CONCERNS:

Your company is working essentially in global market place. Global macro economic factors remainpermanent risks attached to our existing and proposed business. Further the booming market has seennew players entering the markets, which will also be a concern. However the capability of providingquality services, timely completing of projects and the excellent performance will provide thecompetitive edge to the Company’s proposed business in this sector.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has proper and adequate internal control system commensurate with the size of thebusiness operations geared towards achieving efficiency in its various business operations, safeguardingassets, optimum utilization of resources and compliance with statutory regulations. The audit committeereviews the implementation of management policies to ensure that transaction has been accuratelyrecorded and promptly reported.

HUMAN RESOURCES VIS-À-VIS INDUSTRIAL RELATIONS:

The Company values and appreciates the dedication and drive with which its employees have contributedtowards improved performance during the year under review. The industrial relations with workers atplant and officers are cordial during the year under review. All issues pertaining to staff matters areresolved in harmonious and cordial manner.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the Company’s objectives,projections, estimates and expectations may be ‘forward looking statements’ within the meaning ofapplicable securities laws and regulations. Actual results could differ materially from those expressedor implied. Important factors that could make a difference to the Company’s operations includeeconomic conditions affecting demand/supply and price conditions in the domestic and overseasmarkets in which the Company operates changes in the Government regulations, tax laws, and otherstatutes and other incidental factors.





Anish Gupta & AssociatesCompany Secretaries

413 Autumn Gruve, Opp Lokhandwala School, Lokhandwala Township, Kandivali E, Mumbai–400 101 Telefax: 022 29659720 email: [email protected]/ [email protected]

FORM[SEE RULE 3]

COMPLIANCE CERTIFICATE

Registration No. : 11- 029203Nominal Capital : Equity - Rs. 7,00,00,000/-Paid up Capital : Equity - Rs. 3, 63,02,200/-

To,The MembersTechtrek India LimitedMumbai

We have examined the registers, records, books and papers of M/s Techtrek India Limited (Previouslyknown as Zentronics Technologies Limited) having its Registered Office situated at Plot No. 124,Road No. 17, Midc Marol, Andheri (E) Mumbai-400093 (the Company) as required to be maintainedunder the Companies Act, 1956, (the Act) and the rules made there under and also the provisionscontained in the Memorandum and Articles of Association of the Company, for the financial yearended on 31st March, 2012 (Financial Year). In our opinion and to the best of our information andaccording to the examinations carried out by us and explanations furnished to us by the company, itsofficers and agents, we certify that in respect of the aforesaid financial year:

1. The company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate,as per the provisions of the Acts and rules made there under and all entries therein have beenduly recorded.

2. The company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate,with the Registrar of Companies, Regional Director, Central Government, Company Law Boardor other authorities within the time prescribed under the Act and the rules made there underexcept as mentioned in Annexure B.

3. The company being a Public limited company has the minimum paid-up capital.

4. The Board of Directors duly met 7 (Seven) times respectively on 30.04.2011, 10.08.2011,05.09.2011, 21.10.2011, 21.12.2011, 05.01.2012 & 21.01.2012 in respect of these meetingsproper notices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.

5. The company has closed its Register of Members during the financial year under review asrequired under section 154 of the Companies Act, 1956.



6. The Annual General Meeting for the Financial Year ended 31st March, 2011 was held on 30th

September, 2011 after giving due notice to the members of the company and the resolutionspassed there at were duly recorded in Minutes Book maintained for the purpose.

7. No Extra ordinary meetings was held during the financial year under review.

8. During the period under review, the company has not given any fresh loan to firms andcompanies in which directors are interested referred to in the Section 295 of the Act.

9. The Company has not entered into any contracts falling with the purview of Section 297 of theAct.

10. The Company has made the required entries in the register maintained under section 301 ofthe Act.

11. As there were no instances falling under the preview of Section 314 of the Act, the Companyis not required to obtain any approvals from its Directors, members or the Central Governmentas the case may be.

12. The Company has not issued any duplicate share certificates during the financial year underreview.

13. The Company has:

(i) dispatched shares on transfer of shares. Further the Company has not allotted/transmittedany securities during the year under review.

(ii) not deposited any amount in a separate Bank Account as no dividend was declaredduring the financial year under review.

(iii) not posted warrants to any member of the company as no dividend was declared duringthe financial year under review.

(iv) the company was not required to transfer any amounts in respect of any dividend,interest etc as given under section 205C of the Companies Act, 1956, which haveremained unclaimed or unpaid for a period of seven years to Investor Education andProtection Fund during the period under review.

(v) duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the company is duly constituted and during the year appointment ofadditional director, have been duly made.

15. The company has not appointed any Managing Director, Whole Time Director, Managers pursuantto section 269 read with Schedule XIII of the Act during the period under review.

16. The company has not appointed any sole-selling agents during the financial year under review.

17. The Company was not required to obtain any approvals of the Central Government, CompanyLaw Board, Regional Director, Registrar of Companies or such other authorities prescribed underthe various provisions of the Act.

18. The directors have disclosed their interest in other firms and companies to the Board of Directorspursuant to the provisions of the Act and the rules made there under.

19. The company has not issued any securities during the financial year.



20. The company has not bought back any shares during the financial year ending 31st March,2012.

21. There was no redemption of preference shares or debentures during the financial year underreview.

22. There were no transaction necessitating the company to keep in abeyance the rights to dividend/ rights shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited / accepted any deposits including any unsecured loans fallingwithin the purview of Section 58A during the financial year.

24. The borrowings made by the Company during the financial years are with in the limit asprescribed by the provisions of section 293(1)(d) of the Act.

25. The company has given loans and guarantee in other bodies corporate during the period underreview in excess of limited specified in Section 372A of the Act, for which the approval of theshareholder has not been obtained.

26. The company has not altered the provisions of the memorandum with respect to situation ofthe company's registered office from one state to another during the financial year underscrutiny.

27. The company has not altered the provisions of the memorandum with respect to the objects ofthe company during the financial year under scrutiny.

28. The company has not altered the provisions of the memorandum with respect to name of thecompany during the financial year under scrutiny.

29. The company has not altered the provisions of the memorandum with respect to share capitalof the company during the financial year under scrutiny.

30. The company has not altered its articles of association during the financial year under review.

31. There was no prosecutions initiated against or show cause notices received by the companyduring the financial year under review for offences under the Act.

32. The company has not received any amount as security from its employees during the financialyear under certification.

33. As per the information provided by the Company the provisions of the Provident Fund is notapplicable to the Company.

Place : Mumbai For Anish Gupta & AssociatesDate : 1st September, 2012 Company Secretaries

Anish GuptaProprietor



Annexure A

Registers maintained by the Company

1. Register of Members u/s 150 of the Act.2. Register and Returns u/s 163 of the Act.3. Books of Accounts and other Records u/s 209 of the Act.4. Register of Directors u/s 303 of the Act.5. Register of Directors' Shareholding u/s 307 of the Act.6. Register of Contracts u/s 301.7. Register of Share Transfer.8. Register of Charges.

Annexure B

Forms and Returns as filed by the Company with the Registrar of Companies during the financial yearending on 31st March, 2012.

Sr. Form No./ Filed For Challan Date Whether If delay inNo. Return under No. of filed within filing

Section filing prescribed whethertime requisiteyes/no additional

fee paidYes/No.

01. Form 66 383A 31.03.2012 P85305142 25.01.2012 No Yes02. Form 32 303(2) 31.03.2012 B30950380 02.02.2012 No Yes03. Form 21 141 30.04.2011 B17981267 11.08.2011 Yes -04. Penalty 141 - B16371700 18.07.2011 Yes -05. Form 21 141 30.04.2011 B18045005 11.08.2011 Yes -06. Penalty 141 - B16370611 18.07.2011 Yes -07. Form 21 141 30.04.2011 B18044586 10.08.2011 Yes -08. Penalty 141 - B16372187 18.07.2011 Yes -09. Form 21 141 30.04.2011 B17982158 10.08.2011 Yes -10. Penalty 141 - B16372609 18.07.2011 Yes -11. Form 21 141 30.04.2011 B17982489 10.08.2011 Yes -12. Penalty 141 - B16372948 18.07.2011 Yes -13. Form 32 303(2) 31.03.2012 B30950380 03.11.2011 No Yes

Place : Mumbai For Anish Gupta & AssociatesDate : 1st September, 2012 Company Secretaries

Anish GuptaProprietor



CORPORATE GOVERNANCE REPORT

Company’s Philosophy on Corporate Governance:

The Company’s philosophy is to aim at the highest levels of quality management through transparencyand commitment to all the stakeholders viz. its shareholders, employees, Government, lenders (Banks/Financial Institutions) and the promoters.

Board of Directors:

The Board of Directors provides the strategic direction and thrust to the operations of the Company.The Board has a Non Executive Chairman and 3 other Directors. Out of these, 2 members areIndependent Directors.

Board procedures:

The Director prepares the agenda in consultation with the Board of Directors and the Chairman of thevarious committees. The agenda for the meetings of the Board and its Committees, together with theappropriate supporting documents, are circulated well in advance of the meetings. The meetings areheld at the Registered Office of the Company.

Attendance at Board Meeting:

During the year under review, the Board of Directors met 7 (Seven) times on 30th April, 2011, 10thAugust, 2011, 05th September 2011, 21st October, 2011, 21st December, 2011, 05th January,2012and 21st January, 2012. The attendance record of the Directors at each Board meeting and the lastAnnual General Meeting held on 30th September, 2011 is given below:

Name of Director Type of Board AGM No. of No. ofDirector Meeting Attended Committee outside

Attended Memberships Directorshipsheld (excl. held (excl.

Private Cos.) Private Cos.)

Mr. Praveen Shah Chairman & Non 7 Yes NIL NILExecutive Director

Mr. Dilip Damle Non Executive 7 Yes NIL NILDirector

Mr. Anthony Clifford Non Executive 0 No NIL 2Gale Director#Mr. Narayanan Rama Independent 5 No NIL NILPisharoty Director*Mr Krishna Kumar Independent 2 No NIL NILVenkatesh Aiyar Director

# Resigned w.e.f 02.01.2012* Appointed w.e.f 02.01.2012



Brief Resume of Directors seeking re-appointment:A brief resume of Directors seeking re-appointment at the 28th Annual General Meeting is given innotes to the Annual Report.

Audit Committee:The Audit Committee consists of three Non Executive Directors viz. The Audit Committee met 5(Five)times on 30th April, 2011, 10th August, 2011, 05th September, 2011, 21st October 2011, and 21stJanuary 2012.

Sl. No. Name Category of Membership1. Mr. Dilip Damle Chairman2. Mr. P M Shah Member3. #Mr. Narayanan Rama Pisharoty Member4. *Mr Krishna Kumar Aiyar Member


The terms of reference of the Audit Committee are as per the guidelines set out in the ListingAgreement with the stock exchanges.

The Audit Committee was reconstituted on 21st December, 2011 on Appointment of Mr. KrishnaKumar Aiyar on resignation of Mr. Narayanan Rama Pisharoty.

The Attendance of Directors at the Audit Committee Meetings held during the year ended 31stMarch 2012 is given below:

Sl. No. Name Meetings Held Meetings Attended

1. Mr. Dilip Damle Chairman 52. Mr. P M Shah Member 53. Mr. Narayanan Rama Pisharoty# Member 4

4. Mr Krishna Kumar Aiyar* Memeber 1


Shareholders/Investors Grievance and Share Transfer Committee:The Shareholders/Investors Grievance and Share Transfer Committee consists of three Non ExecutiveDirectors viz.

Sl. No. Name Category of Membership1. Mr. Dilip Damle Chairman2. Mr. P M Shah Member

3. Mr. Narayanan Rama Pisharoty # Member4. Mr. Krishna Kumar Aiyar * Member




The Shareholders Grievance and Share Transfer Committee was reconstituted on 21st December,2011 on Appointment of Mr. Krishna Kumar Aiyar on resignation of Mr. Narayanan Rama Pisharoty.

The Committee oversees the performance of share transfer and recommends measures to improvethe shareholders/investors service. The committee meets from time to time and approves the transferand transmission of shares, deletion of names, issue of duplicate share certificates etc. The Committeefacilitates prompt and effective redressal of investor's complaints and the reporting of the same tothe Board of Directors. Mr. P. M. Shah is the Compliance officer.

Remuneration Committee:The Remuneration Committee comprise of three Directors viz :

Sl. No. Name Category of Membership

1. Mr. Dilip Damle Chairman2. Mr. P M Shah Member3. Mr. Narayanan Rama Pisharoty # Member

4. Mr. Krishna Kumar Aiyar * Member# Resigned w.e.f 02.01.2012* Appointed w.e.f 02.01.2012

The terms of reference of the Remuneration Committee are as per the guidelines set out in theListing Agreement with the stock exchanges that include determination of the Company’s policy onspecific remuneration packages for Directors.

The Non-executive Directors are not paid commission not the sitting fees for attending meetings ofthe Board or Committee thereof.

No Remuneration Committee Meeting held during the year ended 31st March 2012.

General Body Meetings:

(i) The particulars of Annual General Meetings held during the last three years are as under:

Year Date and Time Venue2011 30th September, 2011 10.00 a.m. Registered Office : Plot No.124, Road No.17,

M.I.D.C., Marol, Andheri (East), Mumbai 4000932010 30th September, 2010 10.00 a.m. Registered Office : Plot No.124, Road No.17,

M.I.D.C., Marol, Andheri (East), Mumbai 400093

2009 29th September, 2009 9.30 a.m. Registered Office : Plot No.124, Road No.17,M.I.D.C., Marol, Andheri (East), Mumbai 400093



(ii) The particulars of Extra-Ordinary General Meetings held during the last three years are asunder:

Year Date and Time Venue Particulars2011 — N.A.— — N.A.— — N.A.—2010 23rd February, 2010 Plot No.124, Road No.17, Change of Name

at 10.30 a.m. M.I.D.C., Marol, Andheri (East),

Mumbai 400093.2009 — N.A.— — N.A.— — N.A.—

(iii) Special Resolution passed in the previous three Annual General Meeting

No Special Resolution was passed in the last three Annual General Meeting.

(iv) Postal Ballot

No postal ballot was conducted in the year 2012. As on date, the Company does not have anyproposal to pass any special resolution by way of postal ballot.

Disclosures:a. Related Party Transactions: Disclosure on transaction(s) with related party as required under

Accounting Standard 18 has been incorporated in the Notes to the Accounts.

b. There have been no instances of non-compliance with Stock Exchange (except those relatedto furnishing of quarterly results and related communication in few cases. Further the Companyhas moved an application with the SEBI for non compliance of Regulations 6(2), 6(4) of SEBI(Substantial Acquisition of Shares and Take Over) Regulation, 1997for the year 1997 and noncompliance of Regulation 8(3) of Takeover Regulation for the year 1998 to 2010. The SEBIhas accepted the consent application and on request of the Company settle the delay incompliance on payment of Rs. 775000/- towards settlement charges vide its order dated31st May, 2011.

c. The Company has complied with the requirements of the Listing Agreement with the StockExchanges as well as with the Regulations of the Securities and Exchange Board of India,subject to note (b) above.

d. Our risk management procedures ensure that the management control risks through meansof a properly defined framework.

e. Our whistle blower policy encourages disclosure in good faith of any wrongful conduct on amatter of general concern and protects the whistle blower from any adverse personnel action.The Company's personnel have not been denied access to the Audit Committee



Means of Communication:The Quarterly Financial Results have not been published in English and vernacular newspapers.

Management discussion and Analysis Report:The Management Discussion and Analysis (MDA) giving an overview of the Company’s business andits financial etc. is provided separately as part of this Annual Report.

Code of Conduct:The code of Conduct for all the members of the Board and senior management of the Company hasbeen prepared.

Shareholders’ Information:1. Annual General Meeting Date : 29th September, 2012

Time : 02.30 P.M.Venue : Plot No.124, Road No.17, M.I.D.C.,

Marol, Andheri (East), Mumbai 400093

2. Book Closure Date 27th September, 2012 to 29th September, 2012

3. Financial Calendar April, 2011 to March, 2012

Results for the quarter ending June 30, 2012 By 15th August, 2012 (tentative)

Results for the quarter ending September 30, 2012 By 15th November 2012(tentative)Results for the quarter ending December 31, 2012 By 15th February, 2013 (tentative)Results for the quarter ending 31st March, 2013 By 15th April 2013 (tentative)

Annual General Meeting for financial year 31st March, 2013 On or before 30th September,2013

4. Listing of Shares on Stock ExchangesThe Equity Shares of the Company are listed on the Bombay Stock Exchange Limited.Stock Code: 513153The ISIN No. is not yet allotted.

5. Status of Listing FeesThe Company has paid Listing Fees for the year 2011-12 to the Bombay Stock Exchange Limited.

6. Stock Price DataOn application the Bombay Stock Exchange has lifted the suspension from the trading of theCompany and trading of the company begins w.e.f. 19th October, 2011 on Bombay StockExchange. Details of trading in shares of the Company post revocation of suspension is asbelow:

Bombay Stock Exchange High (in Rs.) Low (in Rs.)

Oct. 2011 50.00 50.00



7. Registrar and Share Transfer Agents

Purva Sharegistry (India) Private LimitedShiv Shakti Industrial Estate, Unit No.9, J R Boricha Marg,Sitaramil Compund, Lower Parel, Mumbai – 400011,Ph No: 022 23018261 email: [email protected]

8. Shareholding Pattern as on 31.03.2012

Category No. of Shares Percentage

Promoters and Persons acting in concert 500000 13.77Mutual Funds NIL NILFinancial Institutions/Banks NIL NIL

Foreign Institutional Investors NIL NILPrivate Corporate Bodies 244700 6.74Public 2885520 79.49

NRI’s NIL NILClearing Members NIL NIL

TOTAL 3630220 100

9. Distribution Schedule As On 31.3.2012

Holding of nominal No. of % of No. of % ofvalue of Rs. Shareholders Shareholders Shares Shares(No. of Shares)Upto 5000 872 41.76 6456910 13.735001 to 10000 574 27.49 8954010 19.0410001 to 20000 358 17.15 5481000 11.6620001 to 30000 98 4.69 2520990 5.3630001 to 40000 30 1.44 1084000 2.3140001 to 50000 51 2.44 2491000 5.3050001 to 100000 46 2.20 3256000 6.93100001 & above 59 2.83 16772000 35.67

Total 2088 100.00 3630220 100.00

10. Percentage of Shares held in physical & dematerialized form:As on 31st March 2012, all Shares are in physical form.

11. Address for Correspondence:TECHTREK INDIA LIMITED

Plot No.124, Road No.17, M.I.D.C.,Marol, Andheri (East), Mumbai 400093Ph No. 022 66970711 email: [email protected]



C F O CERTIFICATE ON FINANCIAL GOVERNANCE

ToThe Board of DirectorsTrechtek India LimitedMumbai

Certification of Financial Results for the period ended 31st March, 2012.

We have reviewed the financial statements and cash flow statement for the said period and that tothe best of our knowledge and belief:(i) These statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading;(ii) These statements together present a true and fair view of the Company's and are in compliance

with existing accounting standards, applicable laws & regulations.There are, to the best of our knowledge and belief, no transactions entered into by the Companyduring the period which are fraudulent, illegal or violative of the Company's code of conduct.We accept responsibility for establishing and maintaining internal controls and we have evaluatedthe effectiveness of the internal control systems of the company and we have disclosed to theauditors, and to the audit committee, deficiencies in the design or operation of internal controls, ifany, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.There are no:(i) Significant changes in internal control during the period.(ii) Significant changes in accounting policies during the period and that the same have been

disclosed in the notes to the financial statements; and(iii) Instances of significant fraud of which we have become aware and the involvement therein, if

any, of the management or an employee having a significant role in the company's internalcontrol system.

We have fully complied with Accounting manual of the Company and reviewed very carefully thechecklists prepared by the Company.



DECLARATION

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Membersand the Senior Management personnel have confirmed compliance with the code of conduct for thefinancial year ended 31st March 2012.





AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

To,The MembersTechtrek India LimitedMumbai

We have examined the compliance of conditions of Corporate Governance by Techtrek India Limited(Previously known as Zentronics Technologies Limited) for the year ended on 31st March, 2012 asstipulated in clause 49 of the Listing Agreement of the said Company with stock exchange.

The compliance of conditions of Corporate Governance is the responsibility of the Management. OurExamination was limited to the procedures and implementation thereof, adopted by the Company toensure Compliance with the conditions of Corporate Governance. It is neither an audit nor an expressionof an opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us andthe representations made by the Directors and the Management, we certify that the company hascomplied with the conditions of the Corporate Governance as stipulated in the above-mentionedListing Agreement under the clause 49 except that, the website designing and posting of necessaryinformation of the listing requirements on the company’s website is not done. However, though it hasbeen explained to us the management of the company is committed to be persistent in their effortsto ensure that these conditions are also fulfilled at the earliest.

We further state that such compliance is neither an assurance as to the future viability of the Companynor the efficiency or effectiveness with which the management has conducted the affairs of thecompany.

A. PURI & COChartered Accountants

(Ashok Puri)Place : Mumbai ProprietorDate : 1st September, 2012 Membership No. 13203



M/S. A. PURI & CO.CHARTERED ACCOUNTANTSE-614, Crystal Plaza,Link Road,Andheri (West),Mumbai - 400 053.

REPORT OF THE AUDITORSTO THE MEMBERS OF TECHTREK INDIA LIMITED, MUMBAI.

(FORMERLY KNOWN AS ZENTRONICS TECHNOLOGIES LIMITED)

1. We have audited the attached Balance Sheet of Techtrek India Limited (Formerly known asZentronics Technologies Limited) as at 31st March 2012, the Profit and Loss Account and alsothe Cash Flow Statement of the Company for the year ended on that date annexed thereto.These financial statements are the responsibility of the Company's Management. Ourresponsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted inIndia. Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatements. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Governmentof India in terms of sub-section 227 of the Companies Act, 1956, we enclose in the Annexurea statement on the matters specified in Paragraphs 4 and 5 of the said Order to the extentapplicable.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

i) We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purpose of our audit.

ii) In our opinion, proper books of accounts as required by law have been kept by theCompany as it appears from our examination of such books and proper returns adequatefor the purposes of our audit have been received from the branches not visited by us.

iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreementwith the books of accounts.

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this reportcomply with the accounting standards referred to in sub-section (3C) of Section 211 ofthe Companies Act, 1956.



v) On the basis of written representation received from the Directors, as on 31st March2012, and taken on record by the Board of Directors, we report that none of the Directorsare disqualified as on 31st March, 2012, from being appointed as Directors in terms ofclause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts read together with Notes on Accounts in Schedule XII givethe information required by the Companies Act, 1956 in the manner so required, andgives a true and fair view in conformity with the accounting principles generally acceptedin India.

a) in the case of the Balance Sheet, of the State of Affairs of the Company as at31st March, 2012 and

b) in the case of the Profit and Loss Account, of the Profit of the Company for theyear ended on that date.

c) in the Cash Flow Statement of the Cash Flows for the year ended on that date

A. PURI & COChartered Accountants(Regn. No.108231W)




ANNEXURE TO THE AUDITORS' REPORT

TO THE MEMBERS OF TECHTREK INDIA LIMITED, MUMBAI.(FORMERLY KNOWN AS ZENTRONICS TECHNOLOGIES LIMITED)

Referred to in Paragraph 3 of the Auditors Report to the membersfor the year ended 31st March, 2012

On the basis of information and according to the explanation given to us and records examined by usin the normal course of our audit and to the best of our knowledge and belief, in our opinion, wefurther report that:

1. (a) The Company has maintained proper records showing full particulars, including quantitativedetails and situation of fixed assets.

(b) The management has at reasonable intervals physically verified the fixed assets and nomaterial discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of its fixed Assets during the year.

2. As explained to us, there are no inventories at the end of the year.

3. The Company has neither granted Loans nor taken any Loans from parties covered in theregister maintained under section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, having regard tothe explanations there are no items purchased during the year which require obtainingcomparable quotations. There are adequate internal control procedures commensurate withthe size of the Company and the nature of its business with regard to Purchases of Fixed Assetsand other Assets. During the course of our Audit, we have not observed any major weakness inthe internal controls.

5. (a) To the best of our knowledge and belief and according to the information and explanationsgiven to us, we are of the opinion that there are no transactions that need to be enteredinto the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and having regard to our comments in paragraph (4) above, and accordingto the information and explanations given to us, there are no transactions made inpursuance of contracts or arrangements entered in the register maintained under Section301 of the Companies Act, 1956.

6. The Company has not accepted any new Fixed Deposits from the Public.

7. The Company has no Internal Audit system at present.

8. We are informed that the Central Government has not prescribed maintenance of cost recordsunder section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.



9. (a) According to the information and explanations given to us, the Company does not haveany Provident Fund Scheme, ESI Scheme as the Number of employees is below theminimum limit.

(b) According to the information and explanations given to us, no undisputed amounts payablein respect of Income Tax were in arrears, as at March 31, 2012 for a period of more thansix months from the date they became payable.

10. The company has accumulated losses at the end of the financial year. However, the Companyhas not incurred any cash losses during the financial year covered by our audit or in theimmediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company hasnot defaulted in repayment of dues to a financial institution, bank.

12. In our opinion and according to the information and explanations given to us, no loans andadvances have been granted by the company on the basis of security by way of Pledge ofShares, Debentures and Securities.

13. In our opinion, the company is not a chit fund or a Nidhi/mutual benefit fund society. Thereforethe provisions for clause 4 (xiii) of the companies (Auditor's Report) order 2003 are not applicableto the company.

14. In our opinion and according to the information and explanations given to us, the Company isnot dealing in or trading in shares, securities, debentures and other investments. Accordingly,the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicableto the Company.

15. According to the information and explanations given to us, and the representation made by theManagement, the Company has given two Corporate Guarantees for Overdraft facilities takenby a Company from a Bank in India and another facility taken by another Company from abranch of a Indian Nationalised Bank in UK.

16. In our opinion and according to the information and explanations given to us, the Company hadtaken new Term Loan during earlier years and is repaying equated monthly instalments inclusiveof interest on the specified dates.

17. In our opinion and according to the information and explanations given to us, and on an overallexamination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment and vice-versa.

18. According to the information and explanations given to us, the Company has not made anyPreferential Allotment of Shares to parties and companies covered in the Register maintainedunder Section 301 of the Companies Act, 1956.



19. In our opinion and according to the information and explanations given to us, the Company hasnot issued any secured debentures during the period covered by our report. Accordingly, theprovisions of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicableto the Company.

20. During the year covered by our Audit report, the Company has not raised any money by publicissues.

21. To the best of our knowledge and belief and according to the information and explanationsgiven to us, no fraud on or by the Company have been noticed or reported during the course ofour Audit.

A. PURI & COChartered Accountants(Regn. No.108231W)




BALANCE SHEET AS AT 31ST MARCH 2012

PARTICULARS NOTES CURRENT YEAR PREVIOUS YEARRs. Rs.

I EQUITY AND LIABILITIESShareholder's Fund Share Capital 1 36,302,200.00 36,302,200.00 Reserves and Surplus 2 154,242,710.61 154,242,710.61Non-Current Liabilities Long - Term Borrowings 3 17,154,260.00 20,580,560.00Current Liabilities And Provisions Short - Term Borrowings 4 15,252,878.48 18,047,977.98 Trade Payables 5 3,772,613.03 3,006,535.53 Other Current liabilities 6 41,479,602.62 31,775,549.62

Total Equity and Liabilities 268,204,264.74 263,955,533.74

II ASSETSNon-Current Assets(a) Fixed Assets 7 Gross Block 201,593,627.21 196,912,406.61 Less : Depreciation 7,867,313.05 7,319,901.92

NET BLOCK 193,726,314.16 189,592,504.69

(b) DEFERRED TAX ASSET 156,688.00 88,655.00

Current AssetsTrade Receivables 8 896,480.00 2,965,783.00Cash and Bank Equivalents 9 22,358,627.04 20,686,525.04Short-Term Loans and Advances 10 871,878.70 2,413,762.00Other Current Assets 11 11,621,694.05 11,088,597.05

35,748,679.79 37,154,667.09

Profit and Loss Account 38,572,582.79 37,119,706.96

Total Assets 268,204,264.74 263,955,533.74

Significant Accounting PoliciesNotes to financial statements 1 to 17

The Schedules referred to above, form an integral part of the Balance Sheet.

As per our report of even date. For and on behalf of the BoardFor A. PURI & CO. P.M.SHAH D.V. DAMLECHARTERED ACCOUNTANTS Director Director(Firm Regn No.108231W)Ashok PuriProprietor(M. No.13203) Mumbai, dated 1st September, 2012



PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2012

PARTICULARS NOTES CURRENT YEAR PREVIOUS YEARRs. Rs.

CONTINUING OPERATIONSINCOME SALES 12 2,526,157.00 7,680,000.00 Other Income 13 11,110,123.70 1,325,191.62

Total Revenue 13,636,280.70 9,005,191.62

EXPENSES (a) Employees Benefit Expenses 14 2,105,096.00 1,888,980.00 (b) Finance Cost 15 3,200,002.00 3,116,660.00 (d) Other Expenses 16 6,451,110.48 3,491,363.00 (c) Depreciation 6 574,263.05 406,550.75

Total Expenses 12,330,471.53 8,903,553.75

Profit / Loss for the year before Tax 1,305,809.17 101,637.87Less: Prior Period Expenses 58,882.00 0.00

1,246,927.17 101,637.87Less: Provision for Tax 245,000.00 280,000.00Add: Deferred Tax (Liability)/ Asset 68,033.00 37,774.00

1,069,960.17 (140,588.13)Less: Short Provision for tax made for earlier years 2,522,836.00 0.00Profit after Tax (1,452,875.83) (140,588.13) Add : Balance brought forward (37,119,706.96) (36,979,118.83)

Balance Carried to Balance Sheet (38,572,582.79) (37,119,706.96)

Earning per share (Refer Note No.8 of Note16) 0.00 0.00Significant Accounting PoliciesNotes to financial statements 1 to 17

The Schedules referred to above, form an integral part of the Profit & Loss Account.




NOTES TO FINANCIAL STATEMENTS FORTHE YEAR ENDED ON 31ST MARCH, 2012

1 SHARE CAPITALPARTICULARS AS AT 31 MARCH 2012 AS AT 31 MARCH 2011

Number Amt (Rs.) Number Amt (Rs.)Authorised Equity Sharesof Rs. 10/- each 7,000,000 70,000,000.00 7,000,000 70,000,000.00

Issued, Subscribed & Paid upEquity Shares of Rs. 10/- eachfull paid up in cash 3,630,220 36,302,200.00 3,630,220 36,302,200.00

Total 3,630,220 36,302,200.00 3,630,220 36,302,200.00

1.a DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARES IN THE COMPANYNo. of % holding No. of % holdingShares in the class Shares in the class

Equity Shares of Rs.10/- eachfully paidAkshay Malhotra 240,000 6.61% 240,000 6.61%Neha Malhotra 234,000 6.45% 234,000 6.45%

2 RESERVES AND SURPLUSParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)(a) Revaluation reserve

Opening balance 150,810,760.61 150,810,760.61Add: Transfer from Profit during the year 0.00 0.00Closing balance 150,810,760.61 150,810,760.61

(b) Share Forfeiture A/cOpening balance 3,431,950.00 3,431,950.00Add: Transfer from Profit during the year 0.00 0.00Closing balance 3,431,950.00 3,431,950.00

Total 154,242,710.61 154,242,710.61



3 LONG-TERM BORROWINGSParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)A) Secured Loansa) Term Loans from Indian Overseas Bank 17,154,260.00 20,580,560.00

(All the above Loans are secured byHypothecation of Land & Building and ona personal Guarantee of Three Individuals)

Total 17,154,260.00 20,580,560.00

4 SHORT-TERM BORROWINGSParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)b) Bank Overdraft A/c from

Indian Overseas Bank 15,252,878.48 18,047,977.98(Collaterally secured againstHypothecation of Land & Buildingand on a personalGuarantee of Three Individuals)

Total 15,252,878.48 18,047,977.98

5 TRADE PAYABLESParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)(a) Trade Payables:

Sundry Creditors 3,772,613.03 3,006,535.53

Total 3,772,613.03 3,006,535.53

6 OTHER CURRENT LIABILITIESParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)Others Current Liabilities

(a) Security Deposits Received 22,889,980.00 17,854,200.00(b) Other Liabilities 18,589,622.62 13,921,349.62

Total 41,479,602.62 31,775,549.62



GROSS BLOCK

PARTICULARS ORIGINAL ADDITION SALES/ TOTALCOST TRANSFERRED

DURING THEYEAR

Leasehold 32,033,000.00 32,033,000.00LandBuilding 150,112,605.08 14,876,774.03 0.00 164,989,379.11

Electrical 884,982.00 0.00 0.00 884,982.00InstallationAir 457,797.00 26,655.00 0.00 484,452.00ConditionersLift 962,150.00 777,272.00 518,086.40 1,221,335.60

Fire 19,372.50 0.00 0.00 19,372.50ExtinguishersComputers 70,292.00 0.00 0.00 70,292.00

Furniture & 993,439.00 835,000.00 0.00 1,828,439.00FixturesPhotocopier 62,375.00 0.00 0.00 62,375.00MachineBuilding under 11,316,394.03 4,204,512.00 15,520,906.03 0.00Construction

TOTAL 196,912,406.61 20,720,213.03 16,038,992.43 201,593,627.21

NOTES:a) Leasehold Land includes increase of Rs.25,483,405/- made on account of Revaluation on

31.03.2008b) Building includes increase of Rs.123,100,025.61 made on account of Revaluation on

31.03.2008c) Transfer of Building under construction of Rs. 15,520,906.03 includes Rs. 644,132/- transferred

to Furniture & Fixtures

NOTE NO. 6 ON ACCOUNTS FORNOTE NO. 6 ON ACCOUNTS FORNOTE NO. 6 ON ACCOUNTS FORNOTE NO. 6 ON ACCOUNTS FORNOTE NO. 6 ON ACCOUNTS FOR



THE THE THE THE THE YEAR ENDED ON 31SYEAR ENDED ON 31SYEAR ENDED ON 31SYEAR ENDED ON 31SYEAR ENDED ON 31STTTTT MARCH, 2012 MARCH, 2012 MARCH, 2012 MARCH, 2012 MARCH, 2012

DEPRECIATION NET BLOCK

TOTAL DURING TOTAL AS AT AS ATAS ON SALES THE YEAR AS ON 31.03.12 31.03.11

01.04.11 DEP 31.03.12

0.00 0.00 32,033,000.00 32,033,000.00

6,024,270.41 109,495.20 6,133,765.61 158,855,613.50 144,088,334.67

381,767.54 69,997.13 451,764.67 433,217.33 503,214.46

95,762.40 53,315.02 149,077.42 335,374.58 362,034.60

444,063.60 26,851.92 54,399.93 471,611.61 749,723.99 518,086.40

5,947.62 1,867.40 7,815.02 11,557.48 13,424.88

58,720.71 4,628.52 63,349.23 6,942.77 11,571.29

291,547.29 274,362.57 565,909.86 1,262,529.14 701,891.71

17,822.35 6,197.27 24,019.62 38,355.38 44,552.65

0.00 0.00 0.00 0.00 11,316,394.03

7,319,901.92 26,851.92 574,263.05 7,867,313.05 193,726,314.16 189,592,504.69

d) No Depreciation has been claimed on the addition on account of revaluation of Building.Also no depreciation has been claimed on addition to building added during the year.

e) Rs.1,500,000/- interest paid to Bank on loan taken has been capitalised to Building underConstruction.



8 TRADE RECEIVABLESParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)Trade receivables outstanding fora period exceeding six months fromthe date they are due for paymentUnsecured, considered good 0.00 0.00

0.00 0.00Other receivablesUnsecured, considered good 896,480.00 2,965,783.00

896,480.00 2,965,783.00

Total 896,480.00 2,965,783.00

9 CASH AND CASH EQUIVALENTSParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)a. Balances with banks*

This includes:Balance in Fixed Deposit A/cwith a Scheduled BankMargin Money withIndian Overseas Bank 18,530,000.00 18,530,000.00Accrued interest on above 3,727,874.00 2,070,347.00Balance in Current A/c withScheduled BanksUnion Bank of India 3,324.00 3,324.00Dena Bank 2,193.00 22,263,391.00 2,193.00 20,605,864.00

b. Cash on hand* 95,236.04 80,661.04

Total 22,358,627.04 20,686,525.04

10 SHORT-TERM LOANS AND ADVANCESParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)(a) Security deposits

Unsecured, considered good 49,100.00 0.00(b) Prepaid expenses 8,272.00 0.00(c) Advance Tax & TDS (Net of Provisions) 814,506.70 2,413,762.00

Total 871,878.70 2,413,762.00



11 OTHER CURRENT ASSETSParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)(a) Other Current Assets

Unsecured, considered good 11,621,694.05 11,088,597.05

Total 11,621,694.05 11,088,597.05

12 REVENUE FROM OPERATIONSParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)Date Capture &Processing Charges Received 2,526,157.00 7,680,000.00

Total 2,526,157.00 7,680,000.00

13 OTHER INCOMEParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)Interest From Bank 1,841,697.00 1,231,890.62Rent Income 8,717,938.70 0.00Interest On Income Tax Refund 0.00 92,515.00Miscellaneous Recovery of Charges 550,488.00 0.00Miscellaneous Income 0.00 786.00

Total 11,110,123.70 1,325,191.62

14 EMPLOYEES BENEFIT EXPENSESParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)Salaries and wages 2,062,510.00 1,783,935.00Staff welfare expenses 42,586.00 105,045.00

Total 2,105,096.00 1,888,980.00



15 FINANCIAL EXPENSESParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)Bank Interest on Car Loan 818,450.00 0.00Bank Charges 31,169.00 156,298.00Bank Interest 2,350,383.00 2,960,362.00

Total 3,200,002.00 3,116,660.00

16 OTHER EXPENSESParticulars As at 31 March 2012 As at 31 March 2011

Amt (Rs.) Amt (Rs.)Advertising Expenses 1,588.00 19,662.00Annual Listing Fees 57,238.00 27,575.00Conveyance Expenses 12,593.00 11,186.00

Electricity Charges 921,871.00 439,645.00Bad Debts 52,005.00 0.00Computer Expenses 4,858.00 3,672.00

Insurance Expenses 24,818.00 33,090.00Water Charges 100,632.00 43,560.00Legal Expenses 647,396.00 0.00

Professional Charges 1,100,295.00 1,525,664.00Miscellaneous Expenses 1,082,304.00 217,438.50Property Tax 737,486.00 737,486.00

Service Tax Paid 824,972.00 0.00Printing & Stationery 13,546.00 35,483.50Repairs & Maintenance 24,810.00 58,213.00

Remuneration to AuditorsAs Auditors 65,000.00Add : Service Tax thereon 8,034.00 73,034.00For Taxation Matters 35,000.00Out of Pocket Expenses 8,111.00 116,145.00 99,270.00

Security Charges 272,319.00 227,047.00Loss on Sale of Lift 456,234.48 0.00Travelling Expenses 0.00 12,371.00

Total 6,451,110.48 3,491,363.00



NOTE 17 BEING NOTES ON ACCOUNTS ANNEXED TO AND FORMING PART OF THE ACCOUNTSFOR THE YEAR ENDED ON 31ST MARCH' 2012.

1. SIGNIFICANT ACCOUNTING POLICIES

A. CONVENTION:To prepare financial statements in accordance with applicable accounting Standards in India, asummary of important accounting policies which have been applied consistently in set outbelow. The financial statements have also been prepared in accordance with relevantpresentational requirements of the Companies Act, 1956.

B. BASIS OF ACCOUNTING:Financial Statements are prepared under historical cost convention on accrual basis and are inaccordance with requirements of Companies Act, 1956.

C. TURNOVER:To state turnover, which represents invoiced value of goods sold and services rendered. Thecompany has started activities of Data Processing charges during the year.

D. FIXED ASSETS:Fixed Assets are stated at cost less depreciation, which has been provided on the written downvalue method. Depreciation on additions is provided on pro-rata basis according to the periodeach asset has been put to use. No depreciation is provided on assets sold or scrapped.

E. INVENTORIES;Finished goods are valued at lower of Cost or market value whichever is lower. Raw Materialshave been valued at net of Modvat, in accordance with Accounting Standard 2 (AS2) issued bythe Institute of Chartered Accountants of India, Semi Finished Goods are valued at estimatedcost or realisable value whichever is lower. The Company does not have any inventories at theend of the year.

F. FINANCIAL & MANAGEMENT INFORMATION SYSTEM:The Company's policy is to practice an integrated Accounting system, the Books of Accountsand other records have been designed to facilitate compliance of the relevant provisions of theCompanies Act on one hand and meet the internal requirements of information and system forplanning review and internal control on the other.

G. RETIREMENT BENEFITS:The Company has no such employees who are entitled to any such benefits as Provident Fund,Pension Fund and Gratuity Fund at present.

H. FOREIGN CURRENCY TRANSACTION:The earning in foreign currency is accounted for at the exchange rate prevailing at the time ofsale or the rate realized or rate realizable on sales. Gains/Losses arising out of fluctuation in theexchange rates, is taken credit for or charged to Profit and Loss Account.

I. RECOGNITION OF INCOME & EXPENDITURE:All items of Expenditure and Income are recorded on Accrual basis.



J. TAXATION:The provision for Current Taxation is made after considering various reliefs admissible under theprovision of Income tax Act. Deferred Tax is recognized on timing difference, being the differencebetween taxable Income and Accounting Income that originate in one period and are capableof reversal in one or more subsequent periods.

K. INVESTMENT:Investment is stated at Cost. Temporary diminution if any, in the value of such investments isnot recognised. However, the Company has not made any investment during the year.

L. BORROWING COSTS:Borrowing Costs are attributable to acquisition of Assets are Capitalised, as part of the cost ofsuch assets. The other costs are charged to revenue.

M. PROVISION, CONTINGENT LIABILITIES AND CONTINGENT ASSETS:Provisions involving substantial degree of estimation in measurements are recognised whenthere is a present obligation as a result of past events and it is probable that there will be anoutflow of resources. Contingent Liabilities are not recognised but disclosed in the notes.Contingent assets are neither recognised nor disclosed in the financial statements.

N. GENERAL:

1. The name of the Company was changed from Zentronics Technologies Limited to TechtrekIndia limited on 20th March, 2010 as per certificate given by the Deputy Registrar of Companies,Maharashtra. However, the Company has not taken any steps to get the name changed withBanks and other authorities. The bank accounts of Company is still in the old name. The CreditSanction Advices are also in the old name.

2. Accounting policies not specifically referred to are consistent and in consonance with generallyaccepted accounting practices.

3. Previous Years figures have been regrouped and recast wherever necessary to make themcomparable with Current Year's figures in order to meet requirement of Revised Schedules VI.

4. The Company has no information as to whether any of its suppliers/contractors constituteSmall Scale Industrial undertaking as there was no response to the letters sent by the companyand therefore, the amount due to such supplier/contractors has not been identified.

5. The name of the Micro, Small and Medium Enterprises Suppliers defined under The Micro,Small and Medium Enterprises Development Act, 2006 could not be identified as there wasno response to the letters sent by the company. The company has not debited any interestpayable to such enterprises as necessary evidence is not in possession of the Company.

6. Interest charges include Rs.15,00,000/- paid to Indian Overseas Bank which has been capitalisedto Building as the borrowed amount was used for construction of additional flower to theBuilding.

7. Depreciation has been provided as per Schedule XV (as amended by notification No. 756(E)dated : 16.12.1993) of the Companies Act, 1956 on all Fixed Assets and on prorate basisaccording to the period each Assets have been put to use.



8. Earning per ShareComputation of Earning per Share as per AS20Particulars Current Year Previous YearAmount used as Numerator in calculatingBasic EPS (1452876) (140588)No of Equity Share used as denominator 3630220 3630220Nominal value of Equity per Share 10 10Earning per Share 0.00 0.00

9. Accounting Standard 15(AS-15) issued by Institute of Chartered Accountants of India requirethe Gratuity and Leave encashment Liabilities to be accounted for on accrual basis. However,the provisions of Gratuity Act are not applicable to the Company in the present year.

10. Deferred Taxation:

a) In compliance with Accounting Standard relating to Accounting for Taxes on Income -AS 22'issued by the Institute of Chartered Accountants of India (ICAI) effective from 1-4-2002, theCompany had not made any provision for Deferred Tax in the past. However, the Company hasstarted making a provision since last 4 years and accordingly has made a provision this year andhas adjusted the Deferred Tax Liability/Asset arising on account of timing difference.

b) Major Components of Deferred tax Assets & Liabilities arising on timing difference are:Particulars Deferred Tax Liability Current Year Charge Deferred Tax Liability

(Asset) As on 01.04.11 (Credit) (Asset) As on 31.03.12Difference between (88655) (68033) (156688)book & Tax depreciation

11. Related Party DisclosuresAs per the Directors

a) Related Party TransactionsAs required under Accounting Standard 18, "Related Party Disclosure" (AS-18) issued by theICAI, the following details are of transaction done during the period with the related parties ofthe Company as defined in AS-18.

i) Key Management PersonnelP.M. Shah (Director)D.V. Damle (Director)

ii) No transactions were carried out with related parties in the ordinary course of Business.

12. The Company had revalued on market value basis its Land, Building & Plant & Machinery as on01.07.88 based on the reports submitted by M/s Scheme Consultants, Consulting Engineers,appointed for the purpose. On account of this revaluation the value of Land was written up byRs. 55,06,781/-, Building by Rs. 7,86,857/-, Plant & Machinery by Rs. 10,72,509/-. Thetotal increase in the value of these assets on account of revaluation, amounting in all to Rs.73,66,147/- was credited to Revaluation Reserve Account and based on the legal opinion ofthe council the company had set off Net Loss of earlier years and loss on sale of machineryamounting to Rs. 5,138,817/- against Revaluation Reserves. The Land & Building have beenrevalued again after 20 years on 31.03.2008 on the reports submitted by Bhide Associates(Govt. Approved valuers) appointed for the purpose. On account of this revaluation, the value ofLand was written up to Rs. 3,20,33,000/- and Building by Rs.13,13,14,200/-. The total



increase in the value of these assets on account of revaluation, amounting in all toRs.14,85,83,430.61/- is credited to Revaluation Reserve Account. The Company has got theland & Building revalued again on 10.10.2011 from a Govt. Registered Valuer & value as perreport is Rs.37,93,00,000/- which however, has not been brought into the Books of Accounts.

13. Balance reflected in the Accounts of Loans and Advances, Unsecured Loans and Sundry Creditorsare subject to confirmation and or pending reconciliation thereof and consequential adjustments,if any, will be carried out in due course.

14. In the opinion of the Board of Directors, the Current Assets, Loans & Advances are approximatelyof the value stated in the Balance Sheet if realised in the ordinary course of business. Loans &Advances includes Inter-Corporate advance of Rs.98,43,977/- to Techtrek Ltd U.K. andRs.10,72,480/- to Radalt Electrical Industries Limited & Rs.15000/ to Raintree Design Pvt.Ltd. in excess of limits prescribed in Section 372A of The Companies Act as approved by Boardof Directors in emergency conditions and which, has not been approved in a General meetingof the Company till date of signing of these Accounts. Also Rs. 10,72,480/- advanced toRadalt Electrical Industries Ltd is prejudicial to the interest of the Company as no interest hasbeen provided and is doubtful of recovery.

15. The Company had constructed additional floors to the building during the year & has transferredRs.1,48,76,774/- to the Building A/c.

16. Contingent Liabilities not provided for in respect of:Outstanding Guarantees furnished to Banks Amt. In Rs.Corporate Guarantees given as under in excessof limits prescribed in Section 372A of TheCompanies Act, as approved by Board of Directorsin emergency conditions which, has beenapproved in a General meeting of the Company.i) Indian Overseas Bank for overdraft facility

given to Techtrek Technologies India Limited 1.50 Croresii) Punjab National Bank UK for overdraft facility

given to Techtrek Ltd U.K. 18.95 Crores

17. Earning in Foreign Currency Current Year Previous YearOn account of Export Sale 800157 NIL




CCCCCASH FLASH FLASH FLASH FLASH FLOOOOOWWWWW S S S S STTTTTAAAAATEMENTTEMENTTEMENTTEMENTTEMENT F F F F FOR OR OR OR OR THE THE THE THE THE YEAR ENDED ON 31 MARCH 2012 (AS 3)YEAR ENDED ON 31 MARCH 2012 (AS 3)YEAR ENDED ON 31 MARCH 2012 (AS 3)YEAR ENDED ON 31 MARCH 2012 (AS 3)YEAR ENDED ON 31 MARCH 2012 (AS 3)

Sr. PARTICULARS YEAR ENDED YEAR ENDEDNo. 31/03/2012 31/03/2011

A CASH FLOW FROM OPERATING ACTIVITIESNet Profit \ (Loss) before tax 1,246,927.17 101,637.87Adjustment forAdd:Depreciation 574,263.05 406,550.75Loss on Sales of Fixed Assets 456,234.48 0.00Financial Expenses 3,168,833.00 2,960,362.00

Operating profit before working capital changes 5,446,257.70 3,468,550.62

Adjustments forTrade and Other receivables 2,869,460.00 (2,950,000.00)Loans and Advances (2,559,206.70) (2,991,856.30)Sundry Creditors 766,077.50 2,344,766.03Trade payables 9,704,053.00 2,552,135.30

Cash Generated From Operations 16,226,641.50 2,423,595.65Direct Tax Paid 194,710.00 41,708.00

Net Cash Flow From Operating Activities 16,031,931.50 2,381,887.65

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (5,199,307.00) (12,080,572.53)

Net Cash Used In Investment Activities (5,199,307.00) (12,080,572.53)

C CASH FLOW FROM FINANCING ACTIVITIESLess : Repayment of Loans (6,365,423.00) (8,636,239.00)

Net Cash Used In Financing Activities (6,365,423.00) (8,636,239.00)

Net increase in cash and cash equivalents(A+B+C) 4,467,201.50 (18,334,923.88)

Cash and Cash equivalents (Opening) 2,638,547.06 20,973,470.94Cash and Cash equivalents (Closing) 7,105,748.56 2,638,547.06




TECHTREK INDIA LIMITEDRegistered Office: - PLOT NO.124, ROAD NO.17, M.I.D.C, MAROL,

ANDHERI (E) MUMBAI – 400093.

ATTENDANCE SLIP27th Annual General Meeting -30th September 2011

I / We hereby record my / our presence at the TWENTY EIGHTH ANNUAL GENERAL MEETING of theCompany held at Plot No.124, Road No.17, M.I.D.C., Marol, Andheri (East), Mumbai 400093 on Saturday,the 29th September, 2012 at 02.30 pm.

Full Name of the Member (in Block Letters) ———--————————————————————————————

Reg. Folio No. ————————————————————————————— No of Shares held ———-—————

Clint ID No. ______________________________________ D. P. ID No. ________________________________

Full Name of Proxy (in Block Letters) ————————————————————————————————-———

Member’s/ Proxy’s Signature ——————————————————-—————————————————————

Note: A Shareholder / Proxy wishing to attend the meeting must bring the Attendance Slip to themeeting and hand it over at the entrance duly filled and signed.

————————————————————- TEAR HERE —————————————————————

TECHTREK INDIA LIMITEDRegistered Office: - PLOT NO.124, ROAD NO.17, M.I.D.C, MAROL,

ANDHERI (E), MUMBAI – 400093.

PROXY FORM

I / We _____________________________________________________________________________________

of ___________________________________ in the district of _____________________________________

being a Member / Members of the above named Company, hereby appoint Shri. / Smt. ____________________

_________________________ of _________________________ in the District of ______________________

as my / our Proxy to attend and vote for me / us and on my / our behalf at the TWENTY EIGHTH ANNUALGENERAL MEETING of the Company to be held on Saturday, the 29th September, 2012 at 02.30 pm and

at any adjournment thereof.

Signed this ________ day of __________ 2012

Note: The Proxy must be deposited at the Registered Office at Plot No.124, Road No.17, M.I.D.C., Marol,Andheri (East), Mumbai 400093, Maharashtra, not less than FORTY EIGHT HOURS before the time fixed forholding this Meeting.

DP ID

Client ID

Registered

Folio No.

2828282828ththththth

AnnualAnnualAnnualAnnualAnnual R R R R Reporeporeporeporeporttttt2011-20122011-20122011-20122011-20122011-2012

TECHTREKINDIA LIMITED



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If undelivered please return to:TECHTREK INDIA LIMITED

Registered Office : PLOT NO.124, ROAD NO.17, M.I.D.C, MAROL,ANDHERI (EAST) MUMBAI – 400093

techtrek india limited€¦ · resume of the directors is as under-: : name mr. krishna kumar...

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