qpro infotech limited - bombay stock exchange...“resolved that mr. ankit garodia , a director...

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Page 1: QPRO INFOTECH LIMITED - Bombay Stock Exchange...“RESOLVED THAT Mr. Ankit Garodia , a Director liable to retire by rotation, and being eligible, offer himself for reappointment 3)
Page 2: QPRO INFOTECH LIMITED - Bombay Stock Exchange...“RESOLVED THAT Mr. Ankit Garodia , a Director liable to retire by rotation, and being eligible, offer himself for reappointment 3)

QPRO INFOTECH LIMITED

33rdANNUAL REPORT

FOR THE YEAR ENDED

31ST MARCH, 2014

Page 3: QPRO INFOTECH LIMITED - Bombay Stock Exchange...“RESOLVED THAT Mr. Ankit Garodia , a Director liable to retire by rotation, and being eligible, offer himself for reappointment 3)

QPRO INFOTECH LIMITED !

Board of Directors Mr.Ankit Garodia : Executive Director

Ms.Anitha Mahesh : Executive Director

Mr. S.Sundaram Non Executive &Independent

Mr.Shashikanta Nayak : Non Executive &Independent

Registered Office of the Company Shop No.B/39,Ground Floor,

Shourie Complex Super Market,Near Bombay Bazar,

J P Road,Andheri-west, Mumbai-400058.

AuditorsM/s S.B.JAJOO & CO

Chartered Accountant

Registrar and Share Transfer Agents

Cameo Corporate services Limited,

Subramanian Building, No. 1,Club House Road, Chennai 600 002.

Tele. 044-28460390-05.

Fax : 044-28460129.

E-mail: [email protected].

Contents

Notice

Directors’ Report

Report on Corporate Governance

Management Discussion and Analysis

Auditors’ Report

Balance Sheet

Profit & Loss Account,

Cash Flow Statement

Notes on Accounts

Proxy Form

!

!

!

!

!

Page 4: QPRO INFOTECH LIMITED - Bombay Stock Exchange...“RESOLVED THAT Mr. Ankit Garodia , a Director liable to retire by rotation, and being eligible, offer himself for reappointment 3)

QPRO INFOTECH LIMITED!

33rd ANNUAL REPORT!

2013-2014 1

!

NOTICE

NOTICE is hereby given that the 33rd Annual General Meeting of the shareholders of the Company will

be held on Friday, the 12th September 2014 at 9.00 a.m. at the Registered Office of the Company at Shop

No.B/39,Ground Floor,Shourie Complex Super Market,Near Bombay Bazar,J P Road,Andheri-west,

Mumbai-400058, to transact the following business:

ORDINARY BUSINESS

1) To receive, consider and adopt the Audited Balance Sheet as at and the Audited Profit and Loss

Account of the Company for the period ended 31st March, 2014 together with Directors’ Report

and Auditors’ Report thereon.

2) To consider and if thought fit, to pass with or without modifications, the following, resolution as

an Ordinary Resolution:

“RESOLVED THAT Mr. Ankit Garodia , a Director liable to retire by rotation, and being

eligible, offer himself for reappointment

3) To re - appoint M/s S.B.JAJOO & CO., Chartered Accountant as Auditors of the Company, who

retires at the conclusion of this Annual General Meeting, to hold office till the conclusion of the

next Annual General Meeting and to authorize the board to fix their remuneration.

BY ORDER OF THE BOARD,

For QPRO Infotech Limited.

PLACE: Mumbai Sd/- Sd/-

DATED:08th

August,2014. Ankit Garodia Anitha Mahesh

Director Director

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and

vote instead of himself and the proxy need not be a member.

2. The instrument appointing proxy should, however, be deposited at the registered office of the

company not later than 48 hours before the commencement of the meeting.

3. The register of members and share transfer books of the company will remain closed from 10th

September, 2014 to 12th September, 2014 (both days inclusive) for the purpose of Annual

General Meeting.

4. Members are requested to notify immediately any change in their address to the Company’s

Registrar and Transfer Agents viz., Cameo Corporate services Limited, Subramanian Building,

No. 1,Club House Road, Chennai 600 002.Tele. 044-28460390-05. Fax : 044-28460129. E-mail:

[email protected].

5. The ISIN No. of the Company is: INE824F01014.

6. As part of the Companies (Management and Administration) Rules, 2014 Companies are allowed

to send official documents through electronic mode. We, therefore, appeal to the members to

register their name in getting the said documents in electronic mode and to record/ intimate

changes therein by sending an email giving their Registered Folio No. and/or DP Id/Client Id to

the dedicated e-mail address at [email protected].

7. Statement to be annexed to the notice calling General Meeting forms part of the notice pursuant

to section 102 of the Companies Act, 2013 read with Commencement Notification of Companies

Act 2013 dated 12th September 2013.

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QPRO INFOTECH LIMITED!

33rd ANNUAL REPORT!

2013-2014 2

!

8. As required by Clause 49 of the Listing Agreement, the particulars of Directors who are proposed

to be appointed are given below:

Name! ANKIT!GARODIA!

Age! 28!

Qualification! B.com!

Nature!of!Expertise! Tax!Expert!

Experience! 4!Years!

Name!of!the!Companies!in!which!also!holds!

Directorship!1!

Name!of!the!Companies!in!committees!of!

which!also!holds!Membership/!

Chairmanship!

NIL!

Shareholding!in!the!Company! NIL!

Page 6: QPRO INFOTECH LIMITED - Bombay Stock Exchange...“RESOLVED THAT Mr. Ankit Garodia , a Director liable to retire by rotation, and being eligible, offer himself for reappointment 3)

QPRO INFOTECH LIMITED!

33rd ANNUAL REPORT!

2013-2014 3

!

DIRECTORS’ REPORT

Yours Directors are pleased to present 33rd Annual Report and Audited Statement of Accounts of

QPRO Infotech Limited for the year ended 31st March, 2014

This report has been prepared on the basis of the legal requirements under the Companies Act,

1956. As per General Circular No.08/2014 issued by the Ministry of Corporate Affairs (MCA)

dated 04/04/2014, the provisions of the Companies Act, 2013 will become applicable for all

disclosures required under the Act for the year 2014-15 and subsequent years.

FINANCIAL RESULTS:

. (Amount in Rs.)

Particulars 31-03-2014 31-03-2013

Gross Receipt / Other Income 0.00 0.00

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

Provision for Tax 0.00 0.00

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

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

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

Business Review:

! During the year under review, the Company could not undertake any business operations.

But looking at the improved market conditions and better political stability, the Company is

hopeful to achieve good performance in coming years.

! During the year under review, the company sifted its Registered Office to Shop No.39-

B,,Ground Floor,Shourie Complex Super Market,Near Bombay Bazar, J P Road,Andheri-

West, Mumbai-400058, w.e.f. 14th February, 2014.

DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialization through Depository

participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and

Central Depository Services (India) Ltd. (CDSL).

DEPOSIT:

The Company has not taken /invited any deposits from the public during the year. The

outstanding amount is NIL as on 31st March, 2014.

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QPRO INFOTECH LIMITED!

33rd ANNUAL REPORT!

2013-2014 4

!

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by

them, your Directors make the following statement pursuant to Section 217(2AA) of the Companies Act,

1956:

1. That in the preparation of Annual accounts for the year ended March 31, 2014. the applicable

accounting standards have been followed along with proper explanation relating to material

departures, if any.

2. That the appropriate accounting policies had been selected and applied consistently, and

judgments and estimates have been made that were reasonable and prudent so as to give a true

and fair view of the state of affairs of the company as at March 31, 2014.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 1956, for

safeguarding the assets of the company and for preventing and detecting fraud and other

irregularities.

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

PARTICULARS OF EMPLOYEES:

Statement giving particulars of employees as required under Section 217(2A) of the Companies Act, 1956

read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report

as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

STATEMENT UNDER SECTION 217(I)(e):

Statement pursuant to Section 217(I)(e) of the Companies Act, 1956, read with the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given below:

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

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

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

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

AUDITORS NOTES AND OBSERVATIONS:

Auditors have made certain observations in their report. These have been appropriately dealt with in the

notes to accounts which are self-explanatory.

AUDITORS:

Your Directors propose appointment of M/s S.B.JAJOO & CO, Chartered Accountants, whose

appointment as been duly approved by the Audit Committee and who shall hold office from the

conclusion of this meeting till the conclusion of the sixth annual general meeting, with this meeting being

counted as the first meeting and will be subject to ratification in every Annual General Meeting till the

sixth Annual General meeting by way of passing of an ordinary resolution and to fix their remuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received

from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for

appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there

under and proposed appointment is within the limits laid down by or under the authority of the Act.

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QPRO INFOTECH LIMITED!

33rd ANNUAL REPORT!

2013-2014 5

!

RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF

COMPANIES ACT 2013:

The Board of Directors in its meeting held on 08th August 2014 reconstituted the Board of Directors of the

Company in pursuant to various provisions of the Companies Act 2013 as follows:

Name of Director Designation KMP position held

MR. ANKIT GARODIA Managing Director Chief Executive Officer

MR. SMAHESH Executive Director Chief Financial Officer

MR.SUNDARAM

SANKARANARAYANAN

Independent

Director -

MR. SHASHIKANTA NAYAK Independent

Director

-

Further, your Directors confirm that in pursuance to the provisions of the Companies Act, the Company

in due course will appoint Women Director and One More Director in the capacity of Non-executive

Independent Director which will strengthen the Board further and will be helpful in empowering the

Board of the Company to achieve higher performance thereby resulting in overall growth of the

Company.

CORPORATE GOVERNANCE:

Pursuant to the Circular No. 08/2014 of Ministry of Corporate Affairs dated 04th April 2014, the

Company has prepared its financial Statements including Directors Report, Auditors Report as per the

provisions of the Companies Act 1956. Reports on Corporate Governance and Management Discussions

& Analysis are annexed and form part of this report.

FIXED DEPOSITS:

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial

year under review.

LISTING AGREEMENTS REQUIREMENTS:

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

company is in process to relist the same.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the

Company’s Bankers, its valued customers, employees and all other intermediaries concerned with the

company’s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward

to your continued support and reiterate that we are determined to ensure that the plans are successfully

implemented.

BY ORDER OF THE BOARD,

For QPRO Infotech Ltd.

Place: Mumbai Sd/- Sd/-

Dated:08th

August,2014 Ankit Garodia Anitha Mahesh

Director Director

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QPRO INFOTECH LIMITED!

33rd ANNUAL REPORT!

2013-2014 6

!

REPORT ON CORPORATE GOVERNANCE

A. MANDATORY REQUIREMENTS:

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

We at QPRO Infotech Limited view Corporate Governance as one of the most important aspects of

building sustainable organization. We believe that following best Corporate Governance practices,

maintaining transparency and dissemination of maximum information to stakeholders is healthy to the

Company and its stakeholders. Our Corporate Governance practices are constantly in line with

compliance requirements of various statutory rules and regulations.

A good and visionary leadership is critical to the practice of good Corporate Governance. Leaders in

QPRO Infotech Limited consistently strive to dare and dream big. They are the people of impeccable

integrity who are committed to certain basic values in the management of business and are prepared to

walk the talk. Good Corporate Governance standards have enabled QPRO Infotech Limited to build and

sustain reputation for quality and also attract and retain the best and brightest talents. Building trust and

confidence requires an environment that places a high premium on ethics, fairness, transparency, courage

and justice, we at QPRO Infotech Limited encourage this. We constantly endeavor to communicate

clearly and completely and strive to be open and honest in all our dealings.

The Board of Directors believe that excellence in Corporate Governance Practices can be achieved only if

the spirit of Corporate Governance is followed right from the top management to the last level employee

of the Company.

2. BOARD OF DIRECTORS

As on 31st March, 2014, the strength of the Board is Four Directors. The Board comprises of Executive

and Non-Executive Directors. The Company has a broad based Board comprising more than 50% Non-

Executive Independent Directors. The Non-Executive Directors brings in a wide range of skill and

experience to the Board. The composition of the Board is in conformity with Clause 49 of the Listing

Agreement, with the stock exchange.

Further, in terms of the provisions of section 203 of the Companies Act 2013, the Company has also

designated its Board of Directors in the category of Key Managerial Personnel based on their expertise

and roles and responsibilities in the Company assigned to them by the Board of Directors.

Further, your company confirm that in pursuance to the provisions of the Companies Act, 2013 the

Company in due course will appoint Women Director and One More Director in the capacity of Non

Executive Independent Director which will strengthen the Board further and will be helpful in

empowering the Board of the Company to achieve higher performance thereby resulting in overall growth

of the Company.

Name of Director Designation KMP position held

MR. ANKIT GARODIA Managing Director Chief Executive Officer

MS. ANITHA MAHESH Executive Director Chief Financial Officer

MR.SUNDARAM

SANKARANARAYANAN

Independent

Director -

MR. SHASHIKANTA NAYAK Independent

Director

-

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QPRO INFOTECH LIMITED!

33rd ANNUAL REPORT!

2013-2014 7

!

3. COMMITTEES OF THE BOARD

A). AUDIT COMMITTEE:

! Composition:

As on 31st March, 2014, All the members of the Audit Committee are Non-executive Independent

Directors. All the members of Audit Committee are financially literate and one member has accounting

and related financial management expertise. The Audit Committee of the Company consists of two

directors with independent directors forming a majority:

Name of Director Membership Category of

Directorship

MR.SUNDARAM

SANKARANARAYANAN

Chairman and Member Independent Director

MR. SHASHIKANTA NAYAK Member Independent Director

The Committee has been re-constituted on 08th August, 2014. In newly constituted Audit committee all

the members of Audit Committee are financially literate and one member has accounting and related

financial management expertise. The Audit Committee of the Company consists of three directors with

independent directors forming a majority:

Name of Director Membership Category of

Directorship

MR.SUNDARAM

SANKARANARAYANAN

Chairman and Member Independent Director

MR. SHASHIKANTA NAYAK Member Independent Director

MR. ANKIT GARODIA Member Executive Director

! Terms of Reference:

Terms of reference specified by the Board which are, as follows

" The recommendation for appointment, remuneration and terms of appointment of auditors of the

company;

" Review and monitor the auditor’s independence and performance, and effectiveness of audit

process;

" Examination of the financial statement and the auditors’ report thereon;

" Approval or any subsequent modification of transactions of the company with related parties;

" Scrutiny of inter-corporate loans and investments;

" Valuation of undertakings or assets of the company, wherever it is necessary;

" Evaluation of internal financial controls and risk management systems;

" Monitoring the end use of funds raised through public offers and related matters.

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QPRO INFOTECH LIMITED!

33rd ANNUAL REPORT!

2013-2014 8

!

! The role of the Audit Committee shall include the following:

" Oversight of the company’s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible;

" Recommendation for appointment, remuneration and terms of appointment of auditors of the

company;

" Approval of payment to statutory auditors for any other services rendered by the statutory

auditors;

" Reviewing, with the management, the annual financial statements and auditor's report thereon

before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in

the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act,

2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Compliance with listing and other legal requirements relating to financial statements

d. Disclosure of any related party transactions

e. Qualifications in the draft audit report

f. Major accounting entries involving estimates based on the exercise of judgment by

management

g. Significant adjustments made in the financial statements arising out of audit findings

" Reviewing, with the management, the quarterly financial statements before submission to the

board for approval;

" Reviewing, with the management, the statement of uses / application of funds raised through an

issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for

purposes other than those stated in the offer document / prospectus / notice and the report

submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights

issue, and making appropriate recommendations to the Board to take up steps in this matter;

" Review and monitor the auditor’s independence and performance, and effectiveness of audit

process;

" Approval or any subsequent modification of transactions of the company with related parties;

" Scrutiny of inter-corporate loans and investments;

" Valuation of undertakings or assets of the company, wherever it is necessary;

" Evaluation of internal financial controls and risk management systems;

" Reviewing, with the management, performance of statutory and internal auditors, adequacy of the

internal control systems;

" Reviewing the adequacy of internal audit function, if any, including the structure of the internal

audit department, staffing and seniority of the official heading the department, reporting structure

coverage and frequency of internal audit

" Discussion with internal auditors of any significant findings and follow up there on;

" Reviewing the findings of any internal investigations by the internal auditors into matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material nature

and reporting the matter to the board;

" Discussion with statutory auditors before the audit commences, about the nature and scope of

audit as well as post-audit discussion to ascertain any area of concern;

" To look into the reasons for substantial defaults in the payment to the depositors, debenture

holders, shareholders (in case of non-payment of declared dividends) and creditors;

" To review the functioning of the Whistle Blower mechanism;

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QPRO INFOTECH LIMITED!

33rd ANNUAL REPORT!

2013-2014 9

!

" Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person

heading the finance function or discharging that function) after assessing the qualifications,

experience and background, etc. of the candidate

! Number of Audit Committee Meetings held and the dates :

There are four meeting of audit committee held in the year under review.

" 09/08/2013,13 /11/2013,13/01/2014,30/05/2014

B) NOMINATION AND REMUNERATION COMMITTEE:

! Composition:

As on 31st March, 2014, The Company’s remuneration committee consists of following member:

Name of Director Membership Category of

Directorship

MR.SUNDARAM

SANKARANARAYANAN

Chairman and Member Independent Director

MR. SHASHIKANTA NAYAK Member Independent Director

As per the provisions of section 178 Companies Act 2013, the Board of Directors of the Company in their

meeting held on 13th August 2014 have renamed the Remuneration Committee as Nomination &

Remuneration Committee.

! Terms of Reference:

" Formulation of the criteria for determining qualifications, positive attributes and independence of

a director and recommend to the Board a policy, relating to the remuneration of the directors, key

managerial personnel and other employees;

" Formulation of criteria for evaluation of Independent Directors and the Board;

" Devising a policy on Board diversity;

" Identifying persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the Board their

appointment and removal. The company shall disclose the remuneration policy and the evaluation

criteria in its Annual Report.

! Number of Remuneration Committee Meetings held and the dates :

The Remuneration Committee meeting was held on 13th January, 2014 during the year 2013-14.

C). STAKEHOLDERS RELATIONSHIP COMMITTEE:

! Composition:

As on 31st March, 2014, The Company’s Shareholders Grievance Committee consists of following

member:

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QPRO INFOTECH LIMITED!

33rd ANNUAL REPORT!

2013-2014 10

!

Name of Director Membership Category of

Directorship

MR.SUNDARAM

SANKARANARAYANAN

Chairman and Member Independent Director

MR. SHASHIKANTA NAYAK Member Independent Director

On 08th August, 2014 the Board also re-constituted and renamed Share Transfers And

Investors/Shareholders Grievance Committee as Stakeholders Relationship Committee in terms of the

provisions of Companies Act 2013 read with revised Clause 49 of the Listing Agreement as follows:

Name of Director Membership Category of

Directorship

MR. ANKIT GARODIA Chairman Chairman & MD/ CEO

MR. SHASHIKANTA NAYAK Member Independent Director

! Terms of Reference:

" To consider and resolve the grievances of security holders of the company.

" To redress / resolve complaints related to transfer of shares, non-receipt of balance sheet,

non-receipt of declared dividends etc.

The Company during the year received some investors complaints through SCORES portal (SEBI

Complaints Redressal System) of Securities & Exchange Board of India (SEBI) at www.scores.gov.in

and requisite actions were taken by the Company in time. The Company has no pending complaints /

transfers at the close of the financial year.

! Number of Shareholders Grievance Committee Meetings held and the dates :

There are four meeting of Shareholders Grievance Committee in the year under review.

" 29th May, 2013,13rd August, 2013,12th November, 2013,10th February, 2014,

4. GENERAL BODY MEETING:

Details of the location of the last three AGMs & EGMs and the details of the resolution passed or to be

passed by Postal Ballot.

Year Ended AGM/EGM Date Place of meeting Special

resolutions

passed

Time

2012-2013 AGM 20.09.2013 Registered office

“Ratan jyot” 1-B,

Pushpamlawaji

Patel Street , Fort ,

Mumbai – 40001

NIL 09.30 AM

2011-2012 AGM 28.09.2012

NIL 09.30 AM

2010-2011 AGM 30.09.2011 NIL 12.30 AM

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QPRO INFOTECH LIMITED!

33rd ANNUAL REPORT!

2013-2014 11

!

5. DISCLOSURES

1. Subsidiary Companies

The Company does not have any subsidiary as on 31st March, 2014.

2. Disclosure on Materially Significant Related Party Transactions

There were no materially significant related party transactions during the financial year 2013-14, that

may have potential conflict with the interest of the Company at large. The details of the related party

transactions as per Accounting Standard-18 form part of Notes to Accounts.

3. Disclosure of Accounting Treatment

The Company follows Accounting Standards issued by the Institute of Chartered Accountants of India

and in the preparation of financial statements, the Company has not adopted a treatment different from

that prescribed in any Accounting Standards.

4. Proceeds from Public Issue/ Preferential Issue

The Company has not raised any proceeds from the public issue/ preferential issue during the year under

review.

5. Management Discussion and Analysis Report

The Management Discussion and Analysis Report has been provided as Annexure to the Directors’

Report.

6. Profile of Directors Seeking Appointment / Re-appointment

The profile of the directors seeking appointment / re-appointment forms part of Notice of AGM.

7. Details of Non-compliance with regard to Capital Market

With regard to the matters related to capital market, the Company has complied with all the requirements

of Listing Agreement as well as SEBI regulations. No penalties were imposed or strictures passed against

the Company by the stock Exchanges, SEBI or any other statutory authority during the last three years in

this regard.

8. Details of Compliance with Mandatory Requirements and Adoption of Non-mandatory

Requirements of Clause 49 of the Listing Agreement

" Separate posts of Chairman and CEO:

The company has appointed separate persons to the post of Chairman and Managing Director/CEO.

" Whistle Blower Policy & Vigil Mechanism:

In its Endeavour to provide its Board, senior Management and employee a secure and a fearless working

environment, Company has established the "Whistle Blower Policy/ Vigil Mechanism.

The purpose of the policy is to create a fearless environment for the employees to report any instance of

unethical behaviour, actual or suspected fraud or violation of Company’s code of conduct or ethics

policy to the Ombudsman. (Mr. Shashikanta Nayak Independent Director of the company).

The framework of the policy strives to foster responsible and secure whistle blowing. This policy should

be read in conjunction with applicable regulations & existing policies and procedures of Company.

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QPRO INFOTECH LIMITED!

33rd ANNUAL REPORT!

2013-2014 12

!

9. MEANS OF COMMUNICATION:

The Board of Directors of the Company approves and takes on record the un-audited/audited financial

results in the Performa prescribed by the Stock Exchange within one and half month of close of

quarter/half year and announces forthwith the results to all Stock Exchange where the shares of the

Company are listed. The results, presentations and all other official news releases are displayed at the

Company’s website: www. qproinfotechltd.com. along with the websites of the Stock Exchange:

www.bseindia.com.

10. GENERAL SHAREHOLDERS INFORMATION:

i. Annual General Meeting Date : 12th September 2014

Time : 9.00 AM

Address: Shop No.B/39,Ground Floor,Shourie

Complex Super Market,Near Bombay

Bazar,J P Road,Andheri-west, Mumbai-

400058

ii. Financial Calendar a) April to March

b) 1st Quarter Results - within 45 days from the end

of the Quarter

c) 2nd Quarter Results- within 45 days from the end

of the Quarter

d) 3rd Quarter Results - within 45 days from the end

of the Quarter

e) 4th Quarter Results - within 60 days from the end

of the Quarter

iii. Date of Book Closure Friday, the 10thSeptember 2014 till 12th September

2014 (both days inclusive)

iv. Listing on Stock Exchanges The Bombay Stock Exchange, Mumbai

v. ISIN Number for CDSL/NSDL INE824F01014

vi. BSE Scrip Code 506102

vii. Registrar and Transfer Agents Cameo Corporate services Limited,

Subramanian Building, No. 1,Club House Road,

Chennai 600 002.Tele. 044-28460390-05.

Fax : 044-28460129.

E-mail: [email protected].

viii. Registered Office Shop No. 39-B, Ground Floor, Shourie Complex

Super Market, Near Bombay Bazar , J P Road,

Andhrei(W) ,Mumbai ,Maharashtra ,400058

Emial: [email protected]

Website: www.qproinfotech.in

ix. Listing of Equity Shares:

The securities of your Company are listed at BSE however the same is suspended by BSE & Company

is in process to relist the same.

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x. Buy-Back Of Shares:

There was no buy-back of shares during the year under review.

xi. Share Transfer System:

All the transfer received are processed by the Share Transfer Agent Cameo Corporate services

Limited, Subramanian Building, No. 1,Club House Road, Chennai 600 002., and approved by the

Board/Committee and returned well within the stipulated period from the date of receipt.

xii. Shareholding pattern as on 31.03.2014 is as follows:

Category No. of Shares held Holding Strength %

Promoters and Promoter Group 1676623 25.79%

Institutions 2000 0.03%

NRI/ OCBs/ FIIs 12 0.00%

Bodies Corporate 1693750 26.06%

Resident Indians 3127627 48.12%

Total 65,00,000 100%

xiii. Dematerialization of shares

The total equity share Capital of the Company is 65,00,000/- as on 31st March 2014, shares are in

Physical form. All the demat requests were generally processed and confirmed within 15 days of receipt.

Vi. Address for correspondence:

QPRO INFOTECH LIMITED:

Shop No. 39-B, Ground Floor,

Shourie Complex Super Market,

Near Bombay Bazar, J P Road,

Andhrei (W) ,Mumbai ,Maharashtra ,400058

Email:- [email protected]

Shareholders correspondence may be directed to the Company’s Registrar and Share Transfer Agents

whose address is given below:

CAMEO CORPORATE SERVICES LIMITED,

Subramanian Building, No. 1,

Club House Road, Chennai 600 002.

Tele. 044-28460390-05.

Fax : 044-28460129.

E-mail: [email protected].

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vii. Secretarial Audit Report

As stipulated by the Securities and Exchange Board of India, Secretarial Audits have been carried out, by

Firm of Practicing Company Secretary, to reconcile the total admitted capital with National Securities

Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued

and listed capital. This audit is carried out every quarter and the report thereon is submitted to the stock

exchanges and is also placed before the board of directors. The audit, inter alia, confirms that the total

listed and paid-up capital of the Company is in agreement with the aggregate of the total number of shares

in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.

viii. Declaration under Clause 49(I)(D) of the Listing Agreement for compliance with the Code of

Conduct

In terms of the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges, it is hereby

declared that the Members of the Board of Directors of the Company have affirmed the compliance with

the Code of conduct for the year ended 31st March, 2014.

BY ORDER OF THE BOARD,

For QPRO Infotech Limited.

Place: Mumbai Sd/- Sd/-

Dated:08th

August,2014 Ankit Garodia Anitha Mahesh

Director Director

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MANAGEMENT DISCUSSION & ANALYSIS

Your Director are pleased to present the Management Discussion and Analysis Reports for the year ended

March 31, 2014 as under:

! Overview

Over the last year, India’s economic risks have been intensified by slowing economic growth, political

logjams, high consumer price inflation, a depreciating currency and fluctuating equity markets Growth

rates over the last three years more than halved. Interest rate hikes translated into capital investment and

growth in manufacturing and services becoming sluggish. We were however fortunate to have a good

monsoon that helped agricultural output. The fast drop in the rupee too was checked by intervening

measures by the RBI. There have been some positive movements in reaching a consensus on the

introduction of the Goods & Services Tax, which will create a unified market in India and make it easier

to do business across the country, thereby having a significant upside to the investment climate and

overall growth. This and other policy reforms will be needed to lift the economy out of the current

slowdown.

India's economic growth remained below 5 percent mark second year in a row at 4.7 percent in 2013-14,

India's fourth quarter growth stood at 4.6 percent. Decline in manufacturing and mining output eclipsed

the overall growth during the entire fiscal. But the industry is hopeful of a rebound with a stable

Government.

! Industry Structure and Developments:

The Company is engaged in the business of Trading of shares and securities, business of export, import,

retailers, buyers, seller brokers, buying agents, packers, re packers, commission agents, factors, stockiest,

agents traders.

! Opportunities and Threat

" Opportunities

With the improved Political stability in the Country, and optimistic business opportunities in pipeline,

the Company looks forward for various opportunities in the field of trading and hopeful to regain the

confidence of the investors and looks forward for viable business opportunities in the filed of trading of

goods and commodities.

The Company may face risk in respect of slow down into the financial domestic market as well as

international market. Changes in fiscal policy or any other economic policy on monetary terms may cause

threat to the business of the Company.

! Business operations:

The Company deals in shares and securities ,business of export, import, retailers, buyers, sellers brokers,

buying agents, packers, re packers, commission agents, factors, stockiest, agents traders. We identify

mega trends and themes in the global economy and focus our fundamental research on owning high

quality growth companies that are beneficiaries of these unassailable trends. We believe this approach to

investing is paramount to long term wealth creation.

The Company has been now focusing on the financial sector development in and around the city of

Mumbai and other Districts of Maharashtra. During the year, the Company witnessed inflow of funds for

business expansion plans of the Company.

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! Out Look

In light of the new and vibrant management of the Company and steady growth in the operations of the

Company and looking at the huge demand for residential as well as commercial space in Mumbai the

Company is hopeful of its upward performance the future growth for the benefit of its stakeholders at

large.

! Internal control System

The Company has an effective internal control environment which ensures that operation are managed

efficiently and effectively, assets are safeguarded, regulatory are complied with and transactions are

recorded after appropriate authorization. Every quarter, the significant audit findings, the corrective steps

recommended and their implementation status are presented to Audit Committee.

! Secretarial & Internal Auditors

As per new Companies Act, 2013, company is required to appoint Secretarial Auditor for conducting

Secretarial audit in the company under section 204 of and Companies Act 2013 and rules made there

under.

Based on recommendation received from the Audit Committee, the Board of Directors at their meeting

held on 14th August, 2014 appointed D. S. Momaya & Co., Company Secretaries, Navi Mumbai as a

Secretari Auditor of the Company under section 204 of the Companies Act, 2013.

! Human relations

Human resources have always been most valuable assets for QPRO Infotech Limited. During the year the

Company had a positive relationship between the management and the employees and strives hard to

maintain the same relation in future.Human resources management incorporates a process driven

approach that invest regularly in the extensive training programs to motivate and boost the employees

morale to work more efficiently and in a healthy work atmosphere.

! Forward Looking and Cautionary Statements:

The statement in the management discussion and analysis reports describing Company objective,

projections, estimates, expectation may be “Forward looking statements” within meaning of applicable

securities law and regulations are based upon the information and data available with the Company

assumptions with regard to global economic conditions the government regulations, tax laws other status

policies and incidental factors. The Company cannot guarantee the accuracy of assumption and perceived

performance of the Company in future. Hence, it is cautioned that the result may differ from those

expressed or implied in this report.

BY ORDER OF THE BOARD,

For QPRO Infotech Limited.

Place: Mumbai Sd/- Sd/-

Dated:08th

August,2014 Ankit Garodia Anitha Mahesh

Director Director

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CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)

CERTIFICATION

To,

The Board of directors of

QPRO Infotech Limited

We, Mr.Ankit Garodia , Director & Chief Executive Officer and Ms.Anitha Mahesh Chief Financial

Officer of QPRO Infotech Ltd, to the best knowledge and belief certify that :

a) We have reviewed Financial Statements and the Cash Flow Statements for the year ended 31st

March, 2014 and based on 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 affairs and are in

compliance with existing Accounting Standards, applicable Laws And Regulations.

b) We further state that to the best of our knowledge and belief, there are no transactions entered into

by the company during the year which are fraudulent illegal or violative of the Company’s Code

of Conduct.

c) We accept responsibility for establishing and maintaining internal controls and for financial

reporting of the Company and have disclosed to the Auditors and the Audit Committee,

deficiencies in the design or operation of such internal controls, if any, of which they are aware

and the steps we have taken to rectify these deficiencies.

d) We have indicate, wherever applicable to the Auditors and Audit Committee :

i. No Significant changes, in internal control over the financial reporting during the year;

ii. No Significant changes, in accounting policies made during the year and that the same

have been disclosed in the notes to the financial statements ; and

iii. No Instances of any fraud in Company in of which the Management any role.

By Order of Board Of Director

For QPRO Infotech Limited

Sd/- Sd/-

Place:Mumbai Ankit Garodia Anitah Mahesh

Date: 08th

August, 2014 Chief Executive Officer Chief Financial Officer

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AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE REPORT

To,

The Members of

QPRO Infotech Limited

We have received and examined the compliance of conditions of Corporate Governance by QPRO

Infotech Limited for the financial year ended 31st March, 2014 as stipulated in Clause 49 of the Listing

Agreement entered in to by the Company with Stock Exchanges in India.

The Compliance of the conditions of Corporate Governance is the responsibility of the Company's

management. My examination was limited to the procedures and implementation thereof, adopted by the

Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit

nor an expression of an opinion on the financial statements of the Company.

In my opinion and to best of my knowledge & information and according to the explanations given to me,

we hereby certified that the Company has complied with the conditions of Corporate Governance as

stipulated in clause 49 of the Listing Agreement entered into by the company with Stock Exchange.

We state that no investor grievances are pending for a period exceeding one month against the company

as per the records maintained by the Shareholders/Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor

the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For S B Jajoo & Co.

Chartered Accountants

Firm Reg.No: 125915W

Sd/-

Santosh B Jajoo

Place: Mumbai. Proprietor

Date: 08th

August, 2014 Membership No. 118622

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INDEPENDENT AUDITOR’S REPORT

To the Members of

Qpro Infotech Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Qpro Infotech Limited, which comprise the

Balance Sheet as at 31st March , 2014 , the Statement of Profit and Loss & Cash Flow Statement for the

year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Management is responsible for the preparation of these financial statements that give a

true and fair view of the financial position & financial performance of the Company in accordance with

the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

(“the Act”) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of

Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the

accounting principles generally accepted in India. This responsibility includes the design, implementation

and maintenance of internal control relevant to the preparation and presentation of the financial

statements that give a true and fair view and are free from material misstatement, whether due to fraud or

error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered

Accountants of India. Those Standards require that we comply with the ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures

in the financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers the internal control relevant to the Company’s

preparation and fair presentation of the financial statements in order to design audit procedures that are

appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of

the Company’s internal control. An audit also includes evaluating the appropriateness of accounting

policies used and the reasonableness of the accounting estimates made by the Management, as well as

evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

financial statements give the information required by the Act in the manner so required and give a true

and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

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(b) in the case of the Statement of Profit and Loss, the Loss of the Company for the year ended on

that date, and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on

that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003(“the Order”) issued by the Central

Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the

Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company

so far as it appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by

this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement

comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the

Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of

Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

(e) On the basis of the written representations received from the directors as on 31st March, 2014

taken on record by the Board of Directors, none of the directors is disqualified as on 31st

March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of

section 274 of the Act.

For S.B.JAJOO & CO.

Chartered Accountants

Reg No. : 125915W

Sd/-

Place: Mumbai

Dated: 30.05.2014

Santosh .B. Jajoo

Proprietor

Mem. No. 118622

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ANNEXURE TO AUDITORS’ REPORT

(Referred to in paragraph 1 under “Report on Other Legal and Regulatory Requirements” section

of our report of even date)

On the basis of such checks as we considered appropriate and according to the information and explanation

given to us during the course of our audit, we report that:

1. (a) The company has maintain fixed assets register showing particulars including quantitative details and

situation of fixed assets. The legal formalities for transfer of ownership of freehold and leasehold land and

land rights are yet to be completed

(b) As informed to us, the Company has carried out physical verification of the fixed assets during the

period. No significant discrepancies were noticed on such physical verification.

(c) The company has not disposed off substantial part of the Fixed Assets during the period and the going

concern status of the company is not affected.

2. (a) The Company does not have any inventories, Hence maintaining of records or physical verification is

not applicable to the extent. Consequently, the provisions of clauses 2(b) and 2(c) of the order are not

applicable to the Company.

3. (a) According to the information and explanations given to us and on the basis of our examination of the

books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or

other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

Consequently, the provisions of clauses 3 (b), 3(c) and 3 (d) of the order are not applicable to the

Company.

(e) According to the information and explanations given to us and on the basis of our examination of the

books of account, the Company has not taken loans from companies, firms or other parties listed in the

register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not

applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an

adequate internal control procedure commensurate with the size of the company and the nature of its

business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods.

During the course of our audit, no major instance of continuing failure to correct any weaknesses in the

internal controls has been noticed.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided

by the management, there were no contracts or arrangements referred to in section 301 of the Act, 1956.

Hence Clause 5(b) of the said order is not applicable.

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6. The Company has not accepted any deposits from the public and consequently, the directives issued by the

Reserve Bank of India and the provisions of Sections 58A, 58AA or any other relevant provisions of the

Act and the rules framed there under of the Companies Act, 1956 are not applicable.

7. As per information & explanations given by the management, the Company did not have any internal audit

system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, the company is not required to maintain cost

records as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the

Act, 1956.

9. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including

income tax, sales tax, wealth tax, service tax, custom duty, excise duty, Cess and other material statutory

dues applicable to it.

(b) According to records of the Company examined by us there are no dues of Sales Tax, Value Added

Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on

account of any dispute. The particulars of dues of Income Tax as at 31st March, 2014, which have not been

deposited on account of any dispute, are as follows:

Nature of the

Statute

Nature of

Dues

Amount

(Rs.)

Period to which

Amount relates

Forum where

dispute is pending

The Income Tax Act,

1961

Income Tax Dues 23,60,952/- A. Y. 2006-07 Appellate Tribunal

The Income

Tax Act, 1961

Income Tax

Penalty

6,14,295/- A. Y. 2008-09 The Commissioner of

Income Tax (Appeals)

10. In our opinion, the company has accumulated losses as at 31st March 2014 but does not exceed fifty

percent of its networth at the end of the financial year the company has incurred any cash losses during the

financial year covered by our audit, as well as the immediately preceding financial year.

11. The Company has neither taken any loans from a financial institution or a bank nor issued any debentures.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares,

debentures and other securities.

13. In our opinion and according to information and explanations given to us, the nature of activities of the

Company does not attract any special statute applicable to chit fund and nidhi /mutual benefit fund /

societies.

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14. According to information and explanations given to us, the Company is not trading in shares. Hence such

clause is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for

loans taken by others from banks or financial institutions.

16. The Company has not obtained any term loans.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet

of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used

for long-term investment by the Company.

18. The Company has not made any preferential allotment of shares to companies or firms or parties covered

in the register maintained under section 301 of the Companies Act, 1956

19. The company did not have outstanding debentures during the year.

20. During the year, the Company has not raised money by public issues.

21. Based on the audit procedures performed and the information and explanations given to us, we report that

no fraud on or by the Company has been noticed or reported during the year, nor have we been informed

of such case by the management.

For S.B.JAJOO & CO.

Chartered Accountants

Reg No. : 125915W

Sd/-

Place: Mumbai

Dated: 30.05.2014

Santosh .B. Jajoo

Proprietor

Mem. No. 118622

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NOTE NO. 11: Significant Accounting Policies & Notes on Financial Statements:

i. Corporate Information:

Qpro Infotech Limited is public limited listed company. The Company operates in the business of

Trading.

ii. Basis of Accounting & Preparation of Financial Statements:

Preparation and presentation of financial statements of the company is disclosed as per the revised

Schedule VI notified under the Companies Act, 1956 However, it has significant impact on presentation

and disclosures made in the financial statements. The Company has also reclassified the previous year

figures in accordance with the requirements applicable in the current year.

The financial statements have been prepared under the historical cost convention in accordance with the

generally accepted accounting principles and the provisions of the Companies Act, 1956 as adopted

consistently by the Company. Accounting policies not stated explicitly otherwise are consistent with

Generally Accepted Accounting Principles (GAAP).

The Company generally follows mercantile system of accounting and recognize significant items

of income and expenditure on accrual ba0sis as a going concern.

iii. Use of Estimates:

The preparation of the financial statements in conformity with Indian GAAP requires the management to

make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of

contingent liabilities on the date of the financial statements and reported amounts of revenues and

expenses for the year. The management believes that the estimates used in preparation of the financial

statements are prudent and reasonable. Future results could differ due to these estimates. Any revision to

accounting estimates is recognized prospectively in the current and future periods.

iv. Fixed Assets

Fixed assets are stated at cost of acquisition.

v. Investments:

Investments are long term in the nature and stated at cost.

vi. Revenue Recognition:

All income and expenditure items having a material bearing on the financial statement are recognised on

accrual basis.

vii. Earnings per Share:

Basic earnings per share is computed by dividing the profit/(loss) after tax (including the post-tax effect

of extraordinary items, if any) by the weighted average number of equity shares outstanding during the

year.

Diluted earnings per share is computed by dividing the profit/(loss) after tax (including the post-tax effect

of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income

relating to the dilutive potential equity shares, by the weighted average number of equity shares

considered for deriving basic earnings per share and the weighted average number of shares which could

have been issued on the conversion of all dilutive potential equity shares.

viii. Provisions, Contingent Liabilities & Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized when there is a

present obligation as a result of past event and it is probable that there will be an outflow of resources.

Contingent liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither

recognized nor disclosed in the financial statements.

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Contingent Liability not provided for Rs. 23,60,952/-, Rs. 6,14,295/- & Rs. 3,35,380/- being Income Tax

Demand disputed in appeal for A.Y. 2006-07 ,A.Y. 2008-09 & A.Y. 2010-11 respectively.

ix. In the opinion of the Board, the Current Assets Loans and Advances are not less than the values stated

if realized in the ordinary course of business. The provision for all known liabilities are adequate and not

in excess of the amount reasonably necessary.

x. The Company has not received any intimation from suppliers regarding their status under the Micro,

Small and Medium Enterprises Development Act, 2006 and hence disclosures if any, relating to amounts

unpaid as at the year end together with the interest paid/payable as required under the said Act have not

been given.

xi. Disclosures under accounting standards:

a. Related Party Disclosure (AS-18):

Related Party Disclosure under AS-18 issued by the Institute of Chartered Accounts of India. The

Management has informed that all the transactions entered during the previous year with various parties

do not fall within the purview of the Accounting standard 18 "Related Party Transaction" issued by the

Institute of Chartered Accountants of India. The related parties of the company at 31st March, 2014 are as

follows:

i. Directors & Key management personnel :

! Sundaram Sankaranarayanan – Director

! Shashikanta Nayak – Additional Director

! Anitha Mahesh –Executive Director

! Ankit Garodia - Executive Direcor

xii. The balances of Current assets, Current liabilities including Sundry Debtors, Sundry Creditors,

Loans & advances, Secured & Unsecured Loan balances are subject to confirmation.

xiii. Figures have been rounded off to the nearest rupee.

xiv. Comparative Figures:

Previous year’s figures have been regrouped & rearranged wherever necessary to correspond

with the current period’s classification/disclosures.

For S.B.JAJOO & CO. For & on behalf of the Board of Directors of

Chartered Accountants Qpro Infotech Limited

Firm Reg. No. : 125915W

Sd/- Sd/- Sd/-

Santosh .B. Jajoo Ankit Garodia Anitha Mahesh

Propriter Director Director

Mem. No. 118622

Place: Mumbai

Dated: 30.05.2014

Page 35: QPRO INFOTECH LIMITED - Bombay Stock Exchange...“RESOLVED THAT Mr. Ankit Garodia , a Director liable to retire by rotation, and being eligible, offer himself for reappointment 3)

QPRO INFOTECH LIMITED!

33rd ANNUAL REPORT!

2013-2014 32

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Page 36: QPRO INFOTECH LIMITED - Bombay Stock Exchange...“RESOLVED THAT Mr. Ankit Garodia , a Director liable to retire by rotation, and being eligible, offer himself for reappointment 3)

QPRO INFOTECH LIMITED

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management

and Administration) Rules, 2014]

Reg.FolioNO_____________________ Name of Shareholder_________________________

D.P.I.D*_________________________________Client ID*__________________________

Email ID: ______________________________________

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1. Name: ……………………

Address: ,……………………….E-mail Id:………………………Signature:……………., or failing him

2. Name: ……………………

Address: ,……………………………….E-mail Id:…………………Signature:…………, or failing him

3. Name: ……………………

Address: ,……………………………….E-mail Id:…………………Signature:…………, or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General

Meeting of the company, to be held on the 12th day of September 2014 At 9.00 a.m. at Shop

No.B/39,Ground Floor,Shourie Complex Super Market,Near Bombay Bazar,J P Road,Andheri-west,

Mumbai-400058, India and at any adjournment thereof in respect of such resolutions as are indicated

below:

Resolution No.

Item No. Resolution For Against

1. Adoption of Balance Sheet as at March 31, 2014, the

Profit and Loss Account for the year ended

on that date and the reports of Board of Directors and

Auditors thereon.

2. Re-Appointment of Mr. Ankit Garodia as Director liable

to retire by rotation

3. Re-Appointment M/s Santosh Jajoo & Co, Chartered

Accountants, as Auditors of the Company.

4. Appointment of Mr. Ankit Garodia having DIN-

05172218, as the Whole time Director in the capacity as

Managing Director and Chief Executive Officer as

Whole time Key Managerial Personnel (KMP)

5. Appointment of Ms. Anitha Mahesh, having DIN-

03573740 as the Whole time Director in the capacity as

Chairman and Chief Financial Officer as Whole time Key

Managerial Personnel (KMP)

Signed this…… day of……… 2014

Signature of the shareholder _______________________

[Signature of Proxy] __________________________

Note: This form of proxy in order to be effective should be duly completed and deposited at the

Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix!!!!!!!

Re.!1/"!

Revenue

Page 37: QPRO INFOTECH LIMITED - Bombay Stock Exchange...“RESOLVED THAT Mr. Ankit Garodia , a Director liable to retire by rotation, and being eligible, offer himself for reappointment 3)

QPRO INFOTECH LIMITED.

ATTENDANCE SLIP

Annual General Meeting

Reg.FolioNO_____________________ Name of Shareholder_________________________

D.P.I.D*_________________________________Client ID*__________________________

Email ID: ______________________________________

I/We hereby record my/our presence at the Annual General Meeting of the company being held on 12th

Sept 2014 at. The Registered Office of the Company Shop No.B/39,Ground Floor,Shourie Complex

Super Market,Near Bombay Bazar,J P Road,Andheri-west, Mumbai-400058, 09.00 A.M

Signature of the shareholder(s), / Proxy/

Representative________________________________

Note:

1) Member / proxy holder wishing to attend the meeting must bring the attendance slip to the meeting

and hand over the same duly signed at the Venue.

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Page 38: QPRO INFOTECH LIMITED - Bombay Stock Exchange...“RESOLVED THAT Mr. Ankit Garodia , a Director liable to retire by rotation, and being eligible, offer himself for reappointment 3)

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If undelivered please return to:

QPRO INFOTECH LIMITED

Regd. Shop No.B/39,Ground Floor,

Shourie Complex Super Market,

Near Bombay Bazar,J P Road,

Andheri-west, Mumbai-400058,

Email Id:[email protected]

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