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19THAnnual Report

2013-2014

Vital Communications Limited

Corporate Information

Board of Directors Manoj Kumar (Whole Time Director) ShubhaJhindal (Director) Shyam Sunder Sabharwal (Director)

Registered Office 606, Kailash Building,26, Kasturba Gandhi Marg, Connaught Place,New Delhi-110001 Phone No. 011-43583455 E-mail id – [email protected]

Registrar & Transfer Agent Link Intime India Pvt. Ltd A - 40, 2nd Floor, Naraina Industrial Area, Phase – II,NearBatra Banquet Hall, New Delhi- 110028

Bankers AXIS Bank Ltd. Statesman House Barakhamba, Connaught Place New Delhi 110001

Auditors G.P.KESHRI & ASSOCIATES, Chartered Accountants A-215,5Chawala Complex, VikasMargShakarpur, Delhi-110092

Listed On BSE Limited National Stock Exchange Limited

mailto:[email protected]

NOTICE IS HEREBY GIVEN THAT THE 19THANNUAL GENERAL MEETING OF THE

MEMBERS OF THE VITAL COMMUNICATIONSLIMITED WILL BE HELD ON MONDAY,

29TH DAY OF SEPTEMBER, 2014 AT 9:30 A.M. AT RETREAT ' MOTEL/RESORT, ALIPUR, MAIN

G.T. ROAD, NEAR PALLA MOD, DELHI -110036TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

1. To receive, consider and adopt audited Balance Sheet as at 31st March,2014 and Profit& Loss

account for the year ended on that date together with the Reports of the Board of Directors and

Auditors thereon.

2. To Appoint a Director in place of Mr. Shyam Sunder Sabharwalwho retires by rotation and

being eligible offer himself for re-appointment.

3. To appoint auditors and fix their remuneration and in this regard to consider and if thought fit

to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT G.P.KESHRI & ASSOCIATES, Chartered Accountants, New Delhi be and

are hereby appointed as Statutory Auditors of the Company, to hold office from the conclusion

of this Annual General Meeting until the conclusion of the next Annual General Meeting and

on such remuneration as shall be fixed by the Board of the Directors of the Company.”

By Order of the Board

For VITAL COMMUNICATIONS LIMITED

Place: New Delhi Sd/- Date: 30th August, 2014 Shyam Sunder Sabharwal

DIN: 01912767 Notes

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

vote on poll on his behalf. A proxy need not be a member of the company.A person can act as a

proxy on behalf of the members not exceeding fifty (50) and holding in the aggregate not more

than ten percent of the total share capital of the company. A member holding more than ten

percent of the total share capital of the company carrying voting rights may appoint one person

as proxy and such person shall not act as a proxy for any other person or member.

2. Register of members and the Share transfer books of the Company will remain closed from 24th

September to 26th September, 2014 (both days inclusive) for AGM purpose.

3. The shareholders who are holding shares in demat form and have not yet registered their e-mail

IDs, are requested to register their e-mail IDs with their Depository Participant at the earliest, to

enable the Company to use the same for serving documents to them electronically, hereinafter.

Shareholders holding shares in physical form may kindly provide their e-mail IDs to the RTA

sending an e-mail at [email protected].

4. The Company is having agreements with NSDL and CDSL to enable Members to have the

option of dealing and holding the shares of the Company in electronic form. Any member

desirous to dematerialise his / her holding may do so through any of the depository

participants. The ISIN of the equity shares of the Company is INE377B01012.

5. Members may note that transferees of shares of the Company in physical form shall furnish

copy of PAN card to the Company / RTAs for registration of such transfer of shares.

6. Any queries regarding the Annual Accounts or otherwise must be sent to Registered Office of

the Company at least 10 days before the date of meeting.

7. Members/proxies are requested to bring their attendance slips sent herewith duly filled in for

attending the meeting.




DIN: 01912767

mailto:[email protected]

DIRECTOR’S REPORT Dear Members,

Your Directors are pleased to present the 19th Annual Report and the Audited Accounts for the year

ended31st M arch, 2014.

Financial

Amount in Rs.

Particulars Year ended March 31, 2014

Year ended March 31, 2013

Income - -

Less: total Expenses 500,601 732,790

Profit/Loss before tax (500,601) (732,790)

Less: Tax - -

Less: Deferred Tax 44,216 64,322

Profit after Tax (544,817) (797,112)

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company Mr. Shyam Sunder Sabharwal is due toretire by rotation and being eligible, offer himself for re-appointment. DIVIDEND In consideration of future prospects of the Company, Your Board of Directors has decided to plough back the profits into the business operations of the Company. PUBLIC DEPOSIT

The Company has not accepted any deposits during the year under review.

AUDITORS The Statutory Auditors M/s G.P. Keshri& Associates, Chartered Accountants (Firm Registration Number 021412N), holds office until the conclusion of the ensuing Annual General Meeting. The Company has received undertaking from them to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such re-appointment. A Board of directors of the company has recommended their appointment in the ensuing Annual General Meeting.

AUDITOR’S REPORT

The observation made in the Auditors’ Report read together with relevant notes thereon are self

explanatory and hence, do not call for any further comments under Section 217 of the Companies Act,

1956.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. SUBSIDARY COMPANIES

The Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors confirm:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed

along with proper explanation relating to material departures.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit or Loss of the company for that period.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 217(1) € of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earnings and outgo during the year under Report. PARTICULARS OF EMPLOYEES

The provisions of section 217(2A) of the Companies Act, 1956 are not applicable as no Employee was in receipt of remuneration to the extent laid down therein. PERSONNEL The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels. ACKNOWLEDGEMENTS Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.



Place: New Delhi Sd/- Sd/- Date: 30th August, 2014 Shyam Sunder Sabharwal Manoj Kumar DIN: 01912767 DIN: 00906104

REPORT ON CORPORATE

GOVERNANCE

Company’s Philosophy on Corporate Governance

The Company believes in and remains committed to good Corporate Governance. The spirit of

corporate governance has remained imbibed in the Company’s business philosophy since long. This

philosophy is shaped by the values of transparency, professionalism and accountability. Today, your

Company’s corporate governance practices are driven by strong Board oversight, timely disclosures,

transparent accounting policies and high levels of integrity in decision-making.

Board of Directors

As on 31st March, 2014 the Company comprise of three directors.

Number of Board Meetings

The Board met Four (04) times during the year on 10.04.2013, 14.08.2013, 14.11.2013 and 12.02.2014.

The maximum time between any two board meetings was not more than four (04) months.

Directors’ Attendance Record and Directorships Held

As mandated by the Clause 49 of the Listing Agreement, none of the Directors are members of neither

more than ten Board level Committees nor are they Chairman of more than five Committees in which

they are members. Annexure 1 gives the details of the composition of the Board, attendance and

details of Committee Membership and Committee Chairmanship.

Annexure 1 –Composition of the Board of Directors

Name of the

Directors

Category Number of

Board Meetings

attended

Last AGM No. of other Directorships*

(Public Limited)

Held Attended

Shubha Jhindal Director 4 4 Yes Avisha Credit Capital Ltd.

Master FinleaseLtd.

Mayur Development and

Leasings Ltd.

2021 Plan Developers

Limited

2021 Plans And Projects

Limited.

2021 Buildwell Projects

Limited

Manoj Kumar Whole

time

Director

4 4 Yes NIL

Shyam Sunder

Sabharwal

Director 4 4 Yes NIL

*The Directorships held by the Directors do not include Directorship of foreigncompanies and private

limited companies.

Code of Conduct

The Board has laid down a code of conduct for all Board members and designatedsenior management

of the Company. All Board members and senior managementpersonnel have affirmed compliance

with the Code of Conduct. A declaration signed by the Chief Executive Officer (CEO) to this effect is

enclosed at the end of this report.

Information Supplied to the Board

The Board has complete access to all information with the Company. Adequate information is

circulated as part ofthe agenda papers and also placed at the meeting to enablethe Board to take an

informed decision. Inter-alia, the followinginformation is regularly provided to the Board as a part of

theagenda papers well in advance of the Board meetings or istabled in the course of the Board

meeting.

Annual operating plans & budgets and any updatethereof.

Quarterly results of the Company and operating divisionsand business segments.

Minutes of the meetings of the Audit Committee andother Committees of the Board.

Materially important show cause, demand, prosecutionnotices and penalty notices.

Fatal or serious accidents, dangerous occurrences, anymaterial effluent or pollution problems.

Non-compliance of any regulatory, statutory nature orlisting requirements and shareholders service such asnon-payment of dividend, delay in share transfer, etc.

The Board periodically reviews compliance reports of all lawsapplicable to the Company, prepared by the Company as wellas steps taken by the Company to rectify instances of noncompliances. Committees of the Board

As on 31st March 2014, the Company has two Board-level Committees – Audit Committee and

Shareholders Grievance Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of

terms of service for Committee members is taken by the Board of Directors. Details on the role and

composition of these Committees, including the number of meetings held during the financial year

and the related attendance are provided below:

a) Audit Committee

As on 31st March 2014, the Audit Committee comprises three members Mrs. Shubha Jhindal, Mr.

Shyam Sunder Sabharwal, Mrs. Shubha Jhindal is the Chairman of the Audit Committee. The Audit

Committee met four times during the year on10.04.2013 14.08.2013, 14.11.2013 and 12.02.2014.

Theparticulars of attendance of the members in the Meetings of this Committee is set out in Annexure

2 hereunder:

Annexure 2:Attendance record of Audit Committee during 2013-14

Name of Members Category No. of Meetings

Held Attended

Mrs. ShubhaJhindal Chairperson 4 4

Mr. Manoj Kumar Member 4 4

Mr. Shyam Sunder Sabharwal Member 4 4

b) Shareholders Grievance Committee

The Shareholders Grievance Committee comprised Mrs. Shubha Jhindal as its Chairman, The terms of

reference to this Committee is to look into and redress the complaints received from investors, in

coordination with the Company’s Registrars and Share Transfer Agent. The Committee metFour (04)

during the year. During the year, no complaints were received from investors. At the close of the year

there were no cases pending in respect of share transfers. Annexure 3 gives the details:

Annexure 3: Attendance record of Shareholders Grievance Committeeduring 2013-14

Name of Members Category No. of Meetings

Held Attended

Mrs. ShubhaJhindal Chairperson 4 4

Mr. Manoj Kumar Member 4 4

Mr. Shyam Sunder Sabharwal Member 4 4

Market price

The trading activity of the Company has been suspended on BSE/NSE.

Compliance officer

Mr. Manoj Kumar is the Compliance officer of the Company.

Management Discussion and Analysis

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure - I) CORPORATE GOVERNANCE AND SHAREHOLDERS’ INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the

Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from the Statutory Auditors of the company M/s G.P.KESHRI & ASSOCIATES, Chartered Accountants, confirming the compliance with the conditions of CorporateGovernance as stipulated under Clause 49 of the Listing Agreement is attached to this report. GENERAL BODY MEETINGS Location and time of General Meetings held in the last 3 years

Year Date Venue of Meeting Time Special Resolution

passed in previous AGM

2011 30/09/2011 RETREAT ' MOTEL/RESORT, ALIPUR, MAIN G.T.

ROAD, NEAR PALLA MOD, DELHI -110036

10:00 A.M No



10:00 A.M No



10:00 A.M No

DISTRIBUTION OF SHAREHOLDING AS AT MARCH 31, 2014

Nos. of equity shares held No. Of Shareholders No. Of Shares

10001 and above 153 26586144

5001 – 10000 153 1204308

2001 – 5000 547 4312124

1001 – 2000 562 969101

501 – 1000 926 866579

Less than 500 shares 2279 4031744

Total 4620 37970000

Listing Fees The Company had paid listing fees to the Exchanges and depositories for the year 2014-15. Disclosure of Accounting Treatment in Preparation of Financial Statements The Company has followed the guidelines of Accounting Standards laid down by the Central Government under the provisions ofsection 211(3) of the Companies Act, 1956 in the preparation of its financial statements. Details of Non-Compliance by the Company

The Company has complied with all the requirements of regulatory authorities. No penalties/strictures were imposed on the Company by the Stock Exchanges or SEBI or any statutoryauthority on any matter related to capital market during the last three years. Distribution of Shareholding By Ownership As On 31st March 2014 Category No. of shares held Percentage of holding (%) Promoters Holding Indian Promoters 197 0.01

Persons acting in concert 5720046 15.06

Sub- Total 5720243 15.07

Others

Private Corporate Bodies 21988127 57.91 Indian Public 10261630 27.03 NRIs/ OCBs 0 0

Any Other 0 0

Sub- Total 32249757 84.93

Grand Total 37970000 100.00

Shares held in Dematerialised form:

As on 31st March, 2014, 26.71% shares were held in dematerialized form and rest in physical form




DIN: 01912767

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE We have examined the compliance of conditions of Corporate Governance by Vital Communications Ltd., for the year ended 31st March 2014, as stipulated 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. Our examination was limited to 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 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, and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency with which the management has conducted the affairs of the Company. For G.P. Keshri & Associates. Chartered Accountants (CA. Gopal Prasad Keshri) Proprietor FRN: 017251N M.NO.: 098476 Place: New Delhi Date: 30/08/2014

CODE OF CONDUCT

DECLARATION

It is hereby declared that all Board members and senior management personnel have affirmed

compliance with the Code of Conduct for the Directors and senior management of the Company in

respect of the financial year ended March 31, 2014.

Place: New Delhi Manoj Kumar Date: August 30, 2014 Whole time Director

CEO / CFO CERTIFICATE

I, Manoj Kumar, Executive Director certify to the Board that:

(a) I have reviewed financial statements and the cash flow statement for the year ended 31stMarch,

2014 and that to the best of my 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 affairsand are in

compliance with existing Accounting Standards, applicable laws andregulations.

(b) There are, to the best of my knowledge and belief, no transactions entered into by the Company

during the year which are fraudulent, illegal or volatile of the Company’s Code ofConduct.

(c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and I have disclosed to the Auditors and theAudit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies. (d) I have indicated to the Auditors and the Audit Committee:

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in

the notes to the financial statements; and

(iii) there are no 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 internal

control system over financial reporting.

Place: New Delhi Manoj Kumar Date: August 30, 2014 Whole time Director

MANAGEMENT DISCUSSION AND ANALYSIS

1. INDUSTRY STRUCTURE AND DEVELOPMENTS

Indian Communication industry is one of the fastest growing in the world. The Industry has

witnessed consistent growth during the last year o the back of rollout of telenet works by

operators.

The booming domestic telecom market has been attracting huge amount of investment which is

likely to accelerate with the entery of new players and launch of new service.

Consumers are now at peaks on choice of operators and the various kinds of services they

desire. Broadband and wireless networks, as well as the likely convergence of various

technologies and standards will derive the telecom market growth in India in the coming years.

Opportunities and Threats:

Mobile Internet and big data will create tremendous opportunities for telecom operators.

Mobile internet is expected to be booming in the following three years. Telecom operators

control the last mile for all mobile devices to access the Internet, and therefore will share the

future profit from the mobile internet market. Currently, telecom operators are advised to

enhance customer loyalty and increase the migration cost for changing the mobile numbers and

switching service providers. A large user base is the key to winning market share in the mobile

internet arena, and telecom operators are able to secure a huge number of low-end users

through subsidizing low-cost Android-based devices.

The Company has indentified the following threats:

Intense completion due to large number of players.

Rising price of input.

Keeping pace with technology change.

RISK MANAGEMENT

Your Company continues to believe that managing risk is critical for its growth and sustenance.

The Company is constantly monitoring and assessing the internal as well as external risk

factors associated with day to day operations and thereby mitigating possible risks associated

therewith. The Company’s business oprations are subjected to various risks such as changes in

economy , financial risk , internal risk , technology etc.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your management attaches very high importance to corporate governance. The independent

directors have full access and Visibility to any details in the company. One of the senior most

members of the Board heads the audit committee. Audit committee’s recommendations are

taken very seriously by the board and implemented in letter and spirit. Commensurate with the

size and scale of operations of the company, the company has well set processes and

procedures for planning, review, revenue recognition, expenses authorization, capital

expenditure approval , risk management, investments etc.




DIN: 01912767

G.P. KESHRI & ASSOCIATES CHARTERED ACCOUNTANTS

A-215,5 CHAWALA COMPLEX, VIKAS MARG SHAKARPUR, DELHI-110092

INDEPENDENT AUDITOR’S REPORT

To

The Members of VITAL COMMUNICATIONS LTD. Report on the Financial Statements

We were engaged to audit the accompanying financial statements of VITAL COMMUNICATIONS LTD. (“the Company”), which

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

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

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position,

financial performance and cash flows 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”). 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.

Auditor’s 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 accountant of India. Those standards require that

we comply with 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 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 statement whether due to fraud or error. In making those risk assessments the auditor considers internal control relevant

to the Company’s Preparation and fair presentation of the financial statement in order to design audit procedures that are

appropriate in the circumstances. 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 explanation 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 balance sheet , the state of affairs of the company as at March 31, 2014,

(b) the case of statement of profit and loss of the loss 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 Companies Act, 1956, we report that:

a. As described in the Basis for Disclaimer of Opinion paragraph, we were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

For G.P.Keshri& Associates. Chartered Accountants (CA. Gopal Prasad Keshri) Proprietor FRN: 017251N M.NO.: 098476

Place: New Delhi Date: 28/05/2014

ANNEXURE TO THE AUDITORS REPORT and on the basis of such checks of the books & records of the company as we considered appropriate and according to the information and explanations given to us, we further report that:

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) The Company has physically verified during the year all its Fixed Assets. in accordance with a programme of verification, which in our opinion provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

( c) In our opinion and according to the information and explanations given to us, the Company has not made any disposals of any fixed assets during the year.

(ii) (a) The Inventory has been physically verified by the management during the current year. In our opinion the frequency of such verification is reasonable.

(b) The procedure for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

( c) The company has maintained proper records of inventory. No discrepancies were noticed on the physical verification between the physical stock and books records were not material.

(iii) (a) The Company has neither taken norgranted any loans, secured or unsecured from Companies, Firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

(b) Since the company has neither taken norgranted Loans to Companies, covered in the Register maintained under Section 301 of the Companies Act, 1956. Therefore issue of rate of interest and other terms and conditions of loan are not applicable.

( c) The company has neither taken nor granted loan to , companies , covered in the Register maintained under Section 301 of the Companies Act, 1956, Therefore issue of payment of principal are not applicable.

(d) Since the company has neither takennor granted any loans from Companies, Firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, therefore issue of overdue balance is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of the business for the purchase of inventory and fixed assets and for the sale of goods.

(v) (a) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that there is no transactions that need to be entered into the register maintained under Section 301.

(b) In our opinion and according to the information and explanations give to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the value of Five lakh rupees in respect of any party during the year.

(vi) The company has not accepted any deposit during the year from the public with in the meaning of provisions of Section u/s 58 A and 58 AA of the Companies Act 1956 and the rules made there under. Hence, this clause is not applicable to the company.

(vii) In our opinion, the company has an internal audit system commensurate with its size and the nature of its business.

(viii) As informed to us, the Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the companies Act, 1956.

(ix) According to the information and explanations given to us, the company is regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income- tax, Sales tax, Wealth Tax, Custom Duty, Excise Duty, cess and any other statutory dues as applicable with appropriate authorities during the year. As at 31.3.2014 there are no undisputed dues payable for a period of more than six months from the date they became payable.

(x) The Company neither have accumulated losses at the end of the year, nor incurred cash losses during the current year and the immediately preceding financial year.

(xi) According to the information and explanation given to us there has been dispute of the company with the financial institution and bank with regard to the loan amount since a long time therefore repayment of loan stands pending.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the company.

(xiv) In our opinion the company is not dealing in shares, securities, debentures and other investments.

(xv) According to the information and explanation given to us, the company has not given any guarantee for the loans taken by others from banks and financial institutions.

(xvi) The company has not taken any term loan during the year.

(xvii) In our opinion and according to the information and explanations given to us and as shown by the records examined by us no funds raised on short term basis have been used for long term investment and vice versa.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956 during the year.

(xix) The company has not issued any debenture, therefore the clause is not applicable

(xx) The company has not raised any money by public issues during the year.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For G.P.Keshri& Associates. Chartered Accountants (CA. Gopal Prasad Keshri) Proprietor FRN: 017251N M.NO.: 098476 Place: New Delhi Date: 28/05/2014

VITAL COMMUNICATIONS LIMITED

BALANCE SHEET AS AT 31 March 2014

CIN: L74899DL1995PLC065076

Particulars Note As at 31.03.2014 As at 31.03.2013

I. EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 2 379,700,000 379,700,000

(b) Reserves and surplus 3 24,622,033 25,166,850

(c) Money received against share warrants - -

2 Share application money pending allotment - -

3 Non-current liabilities

(a) Long-term borrowings 4 12,566,851 12,566,851

(b) Deferred tax liabilities (Net) 399,699 355,483

(c) Other Long term liabilities 5 - -

(d) Long-term provisions 6 - -

4 Current liabilities

(a) Short-term borrowings 7 - -

(b) Trade payables - -

(c) Other current liabilities 8 2,273,247 2,276,322

(d) Short-term provisions - -

TOTAL 419,561,830 420,065,506

II. ASSETS

Non-current assets

1 (a) Fixed assets

(i) Tangible assets 9 59,924 98,548

(ii) Intangible assets - -

(iii) Capital work-in-progress 77,500,000 77,500,000

(iv) Intangible assets under development - -

(b) Non-current investments 10 105,500,000 105,500,000

(c) Long-term loans and advances 11 68,330,219 68,530,219

(d) Other non-current assets - -

2 Current assets

(a) Current investments - -

(b) Inventories - -

(c) Trade receivables 12 95,178,350 95,445,350

(d) Cash and cash equivalents 13 493,337 491,389

(e) Short-term loans and advances 14 72,500,000 72,500,000

(f) Other current assets (Misc. exps) - -

TOTAL 419,561,830 420,065,506

The accompanying notes are an integral part of the financial statements

As per our Report of even date

For G.P.KESHRI & ASSOCIATES For VITAL COMMUNICATION LIMITED

CHARTERED ACCOUNTANTS

(GOPAL PRASAD KESHRI) MANOJ KUMAR SHYAM SUNDER

PARTNER

(Director) (Director)

MEMBERSHIP NO. 098476 DIN: 00906104 DIN: 01912767

FRN: 017251N

PLACE : NEW DELHI

DATE : 28.05.2014

PROFIT AND LOSS ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2014

CIN: L74899DL1995PLC065076

Particulars Notes As at 31.03.2014 As at 31.03.2013

I. Revenue from operations 15 - - II. Other income 16 - -

III. Total Revenue (I + II) - -

IV. Expenses:

Cost of materials consumed - - Purchases of Stock-in-Trade - -

Changes in inventories of finished goods work-in-progress and Stock-in-Trade - -

Employee benefits expense - - Finance costs 17 - - Depreciation and amortization expense 9 38,624 328,823 Preliminary Expenses W/off - - Other expenses 18 461,977 403,967

Total expenses 500,601 732,790

V. Profit before exceptional and extraordinary items and tax (III-IV) (500,601) (732,790) VI. Exceptional items - - VII. Profit before extraordinary items and tax (V - VI) (500,601) (732,790) VIII. Extraordinary Items - - IX. Profit before tax (VII- VIII) (500,601) (732,790) X Tax expense: (1) Current tax - - (2) Deferred tax 44,216 64,322 XI Profit (Loss) for the period from continuing operations (IX-X) (544,817) (797,112) XII Profit/(loss) from discontinuing operations - (22,837,538) XIII Tax expense of discontinuing operations - -

XIV Profit/(loss) from Discontinuing operations (after tax) (XII-XIII) - (22,837,538) XV Profit (Loss) for the period (XI + XIV) (544,817) (23,634,650) XVI Earnings per equity share: (1) Basic (0.0143) (0.0210) (2) Diluted (0.0143) (0.0210)


As per our Report of even date For G.P.KESHRI & ASSOCIATES

For VITAL COMMUNICATION LIMITED CHARTERED ACCOUNTANTS

(GOPAL PRASAD KESHRI) MANOJ KUMAR SHYAM SUNDER SABHARWAL PARTNER (Director) (Director) MEMBERSHIP NO. 098476 DIN: 00906104 DIN: 01912767 FIRM REGD.NO. 017217N

PLACE : NEW DELHI

DATE : 28.05.2014

Break up of Share Capital

Share Capital As at 31.03.2014 As at 31.03.2013

Number Amount (Rs.) Number

Amount

(Rs.)

Authorised

41000000 Equity Shares of Rs10/- each

41,000,000

410,000,000

41,000,000

410,000,000

Issued, Subscribed & Paid up

37970000 Equity Shares of Rs 10/- each fully paid 37,970,000

379,700,000

37,970,000

379,700,000

(10000000 Equity Shares of Rs.10/- allotted on Preferential

basis under SWAP Arrangement)

(2000000 Equity Shares of Rs.10/- allotted on Preferential

basis to Promoters PAC's for Cash)

(15000000 Equity Shares of Rs.10/- allotted by way of

Conversion of Loan into Equity)

37,970,000

379,700,000

37,970,000

379,700,000

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity shares

Particulars As at 31.03.2014 As at 31.03.2013

Number Amount (Rs.) Number Amount (Rs.)

Shares outstanding at the beginning of the year 37,970,000 379,700,000 37,970,000 379,700,000

Shares Issued during the year - - - -

Shares bought back during the year - - - -

Shares outstanding at the end of the year 37,970,000 379,700,000 37,970,000 379,700,000

(b) Terms/ rights attached to equity shares

The company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per

share.In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after

distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c ) Details of shareholders holding more than 5% shares in

the company

Name of Shareholder 31.03.14 31.03.13

No. of Shares

held

% No. of Shares held

%

Anupama Communication Pvt.Ltd 5000000 13.17 5000000 13.17

Wisdom Publishing Pvt.Ltd 2500000 6.58 2500000 6.58

Chanakya Overseas Pvt.Ltd 2500000 6.58 2500000 6.58

As per records of the company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial

interest, the above shareholding represents both legal and beneficial ownerships of shares.

NOTE 3: RESERVES & SURPLUS

Reserves & Surplus 31.03.14 31.03.13

Capital Reserves

Opening Balance 8,001,500 8,001,500

Securities Premium Account

Opening Balance 35,800,000 35,800,000

Add : Securities premium credited on Share issue

Surplus

Opening balance (23,634,650) (22,837,538)

(+) Net Profit/(Net Loss) For the current year

(544,817)

(797,112)

(+) Transfer from Reserves 5,000,000 5,000,000

(-) Proposed Dividends - -

(-) Interim Dividends - -

(-) Transfer to Reserves - -

Closing Balance (24,179,467) (23,634,650)

Total 24,622,033 25,166,850

NOTE 4 : LONG TERM BORROWINGS

Long Term Borrowings 31.03.14 31.03.13

` `

Secured

Term loans

A) Working Capital Loan from Punjab & Sindh bank 1,224,048

1,224,048

(Secured By Punjab and Sindh Bank)

B) From Uttar Pradesh Financial Corporation 11,342,803

11,342,803

(Secured against personal guarantee of Ex-Managing Directors)

Total

12,566,851

12,566,851

NOTE 5: OTHER LONG TERM LIABILITIES

Other Long Term Liabilities 31.03.14

` 31.03.13

`

Trade Payables

- -

TOTAL -

-

NOTE 6: LONG TERM PROVISIONS

Long Term Provisions 31.03.14 31.03.13

` `

(a) Provision for employee benefits -

-

(b) Others (Specify nature) -

-

Total - -

NOTE 7: SHORT TERM BORROWINGS

Short Term Borrowings 31.03.14 31.03.13

` `

Secured (a) Loans repayable on demand (b) Loans and advances from related parties (c) Deposits

-

-

(d) Other loans and advances (specify nature)

-

-

In case of continuing default as on the balance sheet date in repayment of loans and interest with respect to (a) (b) & (d)

Unsecured

Total

-

-

NOTE 8: OTHER CURRENT LIABILITIES

Other Current Liabilities * 31.03.14 31.03.13

` `

(a) Current maturities of long-term debt - - (b) Current maturities of finance lease obligations - - (c ) Interest accrued but not due on borrowings - - (d) Interest accrued and due on borrowings - - (e) Income received in advance - - (f) Unpaid dividends - - (g) Application money received for allotment of securities and due for refund :

- - (j) Other payables (specify nature) Lehar Advertising Pvt. Ltd. - - Others Liabilities - - Link Intime India Pvt. Ltd - - BahubaliFinleasePvt Ltd. - 5,880 Salary Payable - - Provision for Gratuity 56,500 56,500 CDSL Fees Payable - - Liability (Authorised Capital) 2,200,000 2,200,000 Audit Fees Payable 16,747 13,942 Sundry Payables (as per Details attached) - -

Total 2,273,247 2,276,322

NOTE 10: NON CURRENT INVESTMENTS Particulars 31.03.14 31.03.13

` `

Trade Investments

(a) Investment Properties

- - (b) Other non-current investments

105,500,000 105,500,000

Total (A)

105,500,000 105,500,000

Other Investments (Refer B below)

(a) Other non-current investments (specify nature)

- -

Total (B)

- -

Grand Total (A + B)

105,500,000 105,500,000

Less : Provision for dimunition in the value of Investments

- -

Total 105,500,000 105,500,000

NOTE 11: LONG TERM LOANS AND ADVANCES

Long Term Loans and Advances 31.03.14 31.03.13

` `

a. Capital Advances

- -

b. Security Deposits c. Loans and advances to related parties

d. Other loans and advances (specify nature)

Secured, considered good

- -

Unsecured, considered good (as per details) 68,330,219 68,530,219

Doubtful

Less: Provision

- -

- -

TOTAL 68,330,219 68,530,219

NOTE 12: TRADE RECEIVABLES

Trade Receivables 31.03.14 31.03.13

` `

Trade receivables outstanding for a period less than six months from the date they are due for payment

- -


Unsecured, considered good

Unsecured, considered doubtful

Less: Provision for doubtful debts

- -

Trade receivables outstanding for a period exceeding six months from the date they are due for payment

95,178,350 95,445,350


Unsecured, considered good

Unsecured, considered doubtful

Less: Provision for doubtful debts

- -

Total 95,178,350 95,445,350

NOTE 13: CASH AND CASH EQUIVALENTS

Cash and cash equivalents 31.03.14 31.03.13

` `

a. Balances with banks*

16,160 14,212

This includes:

Bank deposits with more than 12 months maturity

322,535 322,535

b. Cheques, drafts on hand

- -

c. Cash on hand*

154,642 154,642

d. Bank Balance

- -

e. Others (specify nature)

- -

493,337 491,389

*Repatriation restrictions, if any, in respect of cash and bank balances shall be separately stated.

NOTE:14 SHORT TERM LOANS AND ADVANCES Short -term loan and Advances 31.03.14 31.03.13

a. Loans and advances to related parties

Secured, considered good - -

Unsecured, considered good - -

Doubtful - -

Less:Provision for doubtful loans and advances - -

b. Others (specify nature)

Goldline International Finvest Ltd 72,500,000 72,500,000

1. Securities - -

2. TDS Receivable - -

Secured, considered good - -

Unsecured, considered good - -

Doubtful - -

Less:Provision - -

TOTAL 72,500,000 72,500,000

NOTE 15: REVENUE FROM OPERATIONS


` `

Sale of products - -

Sale of services - -

Other operating revenues - -

Less:

Excise duty - -

Total - -

NOTE 16: OTHER INCOME

Particulars

As at 31.03.2014 As at 31.03.2013

` `

Interest Income (in case of a company other than a finance company) - -

Dividend Income - -

Net gain/loss on sale of investments - - Other non-operating income (net of expenses directly attributable to such income) - -

Total - -

NOTE 17: FINANCE COST


` `

Interest expense - -

Other borrowing costs - - Applicable net gain/loss on foreign currency transactions and translation - -

Total - -

NOTE 18: OTHER EXPENSES

Break up of payments to Auditor

Payments to the auditor as As at 31.03.2014 As at 31.03.2013

Auditors Remuneration 8,423 8,427

Total (A) 8,423 8,427

Other Items- Special disclosure (DEPENDING ON THE CASE)


` `

Advertisement Expenses 26,300 18,941 Communication Expenses 4,800 - Legal and Professional Expenses 18,483 13,483 Meeting Expenses - 18,500 Custodian Charges 67,416 295,873 Listing Fees 44,944 46,144 Filling Fees 10,225 - Printing and Stationary Charges - 10 Bank Charges 224 2,589 General & Miscellaneous Expenses 267,000 - Insurance Exps 14,162 -

Total (B) 453,554 395,540

Total (A+B) 461,977 403,967

NOTE 9: FIXED ASSETS

Fixed Assets

Gross Block Accumulated Depreciation Net Block

As on 01.04.13 Additions/ (Disposals)

As on 31.03.14 As on 01.04.13 Depreciation charge

for the year Adjustment due to revaluations

On disposals

As on 31.03.14 As on 31.03.13 As on 31.03.14

Tangible Assets Plant and Machinery 3,946,351 - 3,946,351 3,946,351 - - - 3,946,351 - -

Digital Contents 118,635,925 - 118,635,925 118,635,922 - - - 118,635,922 3 3

Office Furniture, Fittings &Equipments 7,251 - 7,251 5,506 459 - - 5,965 1,745 1,286

Vehicles 3,693,941 - 3,693,941 3,666,961 26,979 - - 3,693,940 26,980 1

Office equipment 235,484 - 235,484 165,664 11,186 - - 176,850 69,820 58,634

Others (specify nature) - - - - - - - - - -

Total 126,518,952 - 126,518,952 126,420,404 38,624 - - 126,459,028 98,548 59,924

Intangible Assets -

Goodwill - - - - - - - - - -

Brands /trademarks - - - - - - - - - -

Computer software - - - - - - - - - -

Mastheads and publishing titles - - - - - - - - - -

Mining rights - - - - - - - - - -

Copyrights, and patents and other intellectual property rights, services and operating rights

- - - - - - - - - -

Recipes, formulae, models, designs and prototypes - - - - - - - - - -

Licenses and franchise - - - - - - - - - -

Others (specify nature) - - - - - - - - - -

Total (B) - - - - - - - - - - Capital Work In Progress

Total (C) - - - - - - - - - - Intangible assets under Development

Total 126,518,952 - 126,518,952 126,420,404 38,624 - - 126,459,028 98,548 59,924

VITAL COMMUNICATION LIMITED

Note: 1

SIGNIFICANT ACCOUNTING POLICIES:

(1) Basis of Accounting

The accounts have been prepared on the basis of historical costs and in accordance with

applicable accounting standards except where otherwise stated. The company has adopted accrual

method of accounting.

(2) Fixed Assets

I. Fixed Assets are stated at cost less depreciation. Cost comprises the purchase price and any

attributable cost of bringing the assets to working condition for its intended use

II. Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance

and repairs is charged to the Profit & Loss Account. When assets are sold or discarded, their cost and

accumulated depreciation is removed from the accounts and any gain or loss, resulting from their

disposal is included in the Profit & Loss Account.

III. Capital work-in-progress Advances paid towards the acquisition of fixed assets, and the cost of assets not put to use before the year-end, are disclosed with the capital work-in-progress.

(3) Depreciation

Depreciation is provided using the Straight Line Method at the rates and in the manner specified in Schedule XIV to the Companies Act, 1956 other than on Plant & Machinery and Digital Content. Depreciation on additions during the year is provided on a pro-rata basis from the date of addition. Plant & Machinery mainly consist of computers and peripherals and the rate of depreciation @ 20% has been applied and depreciation on Digital Content have been provided @ 17.5% keeping in view the useful life of the assets.

(4) Inventories

Inventories are valued at the lower of cost or estimated net realisable value.

(5) Revenue Recognition

(i) Sales are net of Tax, where applicable.

(ii) Expenses are net of recoveries where applicable.

(6) Foreign Currency Transaction

(i) Transactions in Foreign Currencies for Import of Material are converted at the rates prevailing on the date of transaction.

(ii) Current Assets realizable in Foreign Currency and Liabilities payable in Foreign Currency (other

than for the Purchase of Fixed Assets) are not restated at the year end, however the exchange

gain/loss arising out of the rates prevailing on the date of remittance is taken effected.

(iii) No liabilities incurred for the acquisition of Fixed Assets, the loss or gain arising on account of

difference in exchange rate, as at the year end, is regarded as an adjustment of the cost of the

relevant assets, and the same is included in the carrying amount of the related Fixed Assets.

(7) Research and Development

Research and Development expenses, of revenue nature, are charged to the Profit and Loss Account of the

year in which they are incurred and those of capital nature are shown as addition to the respective fixed

assets.

(8) Retirement Benefits

Provision for gratuity has been made as per the provisions of the Payment of Gratuity Act ,1972.

(9) Amortization of Miscellaneous Expenditure

Preliminary Expenses & Public Issue Expenses are written off over a period of ten year Previous year’s figures have been re-grouped, re-cast or re-arranged to make them comparable with Current year’s figures wherever deemed necessary.

10. Balance in personal accounts are subject to confirmation in certain cases.

11. The company is engaged in the production and development of Computer Software. The Production and Sale of such software cannot be expressed in generic unit. Hence it is not possible to give quantitative details as required under paragraph 3 and 4C of PART-II of Schedule VI to the Companies Act, 1956.

I. Current Year Previous Year

. Amount (Rs.) Amount (Rs) Opening Stock 0 0 Sales/ Services Purchase of Products Closing Stock of Nil NIL Products

II. Remuneration to Auditors

Current Year Previous Year Audit fee 8,427 8,427 Other Matters NIL NIL

III Foreign Exchange Earnings NIL NIL Export

III Expenditure in Foreign Currency NIL NIL

IV Remuneration to Directors Salary, allowances and 0 0 Reimbursement of Expenses

Contingent Liabilities 1,12,00,000 1,12,00,000 (Against UPFC and P&SB disputed interest)

12. Figures in paise have been rounded off to the nearest rupee.

13. The company does not own any amount due to any Small Scale Industrial Unit outstanding for more than 30 days as on 31st March, 2014.

According to Accounting Standard-22, a net provision for deferred tax has been made Rs.44,216/- (P/Y provision

reversed by Rs. 64322 /-).

Segment Recording – The company has following business segments

(Rs. In Lacs)

Segment Revenue - Products/Services 0

Assets and Expenditure cannot be allocated segment wise.

14. Earnings Per Equity Share

Diluted EPS is calculated on weighted average basis as prescribed in accounting standard.

Annualised per equity share have been calculated based on net profits after taxation.

15. Sundry Creditors do not include any amount due to small scale industrial undertaking.

16. There are certain disputes with UPFC/ PUNJAB & SINDH BANK. No interest provision is required to be

made as per the opinion of the experts. Final settlement will be arrived at the figure not more than as stated in the balance sheet as on date. Therefore provision for the has not been made in the Balance sheet.

17. No Income Tax provision has been made in absence of Taxable Profits during the year however

provision for Fringe Benefit Tax has been made.

18. The Company has not made any provision for the Interest on Secured Loan.

19. Appeals in respect of certain assessments of Income Tax are pending and additional tax liabilities/ refunds, if any is not determinable at this stage. Adjustment for the same will me made after the same is finally determine.

20. Old parties’ balances are subject to reconciliation.


As per our Report of even date For G.P.KESHRI & ASSOCIATES

For VITAL COMMUNICATION LIMITED CHARTERED ACCOUNTANTS

(GOPAL PRASAD KESHRI) MANOJ KUMAR SHYAM SUNDER SABHARWAL PARTNER (Director) (Director) MEMBERSHIP NO. 098476 DIN: 00906104 DIN: 01912767 FIRM REGD.NO. 017217N

PLACE : NEW DELHI

DATE : 28.05.2014


For the Year Ending 31-Mar-2014

CIN: L74899DL1995PLC065076

Cash Flow Statement

Amounts

`…. '000

Amounts

`…. '000

Particulars 31.03.14 31.03.13

CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax (500.60) (732.79)

Adjustment for:

Add: Depreciation 38.62 328.82

Add: Preliminary Expenses - -

Operating Profit before Working capital changes

(461.98) (403.97)

Adjustments for:

Decrease (Increase) in Trade & Other Receivables 267.00 37,500.00

Decrease (Increase) in Inventories - -

Decrease (Increase) in Long term Loans & Advances 200.00 (72,500.00)

Decrease (Increase) in Loans & Advances (3.08) (428.97)

Increase (Decrease) in Current Liabilities - -

Net Changes in Working Capital 463.92 (35,428.97)

Cash Generated from Operations 1.94 (35,832.94)

Taxes -

Net Cash Flow from Operating Activities (A)

1.94 (35,832.94)

CASH FLOW FROM INVESTING ACTIVITIES

Repayment / (Increase) of Loan & Advances - 825.00

Sale / (Purchase) of Fixed Assets - 35,094.97

Net Cash Flow from Investing Activities (B)

- 35,919.97

CASH FLOW FROM FINANCING ACTIVITIES

Issue of share capital and Proceeds from Share Application Money - -

Increase / (Repayment) of Secured/unsecured loans - -

Preliminary Expenses incurred - -

Net Cash Flow from Financing Activities (C)

- -

Net Increase / (Decrease) in Cash & Cash Equivalents ( A+B+C )

1.94 87.03

Cash and cash equivalents at the beginning of the year / Period 491.39 404.36

Cash and cash equivalents at the end of the year/ Period 493.33 491.39

* Note: The above Cash Flow Statement has been prepared under "Indirect Method" as set out in the Accounting Standard (AS) – 3 on Cash Flow Statements‟

issued by the Institute of Chartered of Accountants of India.

As per our Report of even date For G.P.KESHRI & ASSOCIATES For VITAL COMMUNICATION LIMITED

CHARTERED ACCOUNTANTS

( GOPAL PRASAD KESHRI ) MANOJ KUMAR SHYAM SUNDER SABHARWAL

PROP. (Director) (Director)

MEMBERSHIP NO. 098476 DIN: 00906104 DIN: 01912767

FIRM REGD.NO. 017217N PLACE : NEW DELHI DATE : 28.05.2014

ATTENDANCE SLIP


Regd. Office: 606, Kailash Building, 26, Kasturba Gandhi Marg, Connaught Place, New Delhi- 110001

CIN: L74899DL1995PLC065076 Regd. Folio/DP ID & Client ID

Name and Address of the Shareholder(s) Joint Holder 1 Joint Holder 2

I hereby record my presence at the 19th ANNUAL GENERAL MEETING of the Company being held on Monday, September 29, 2014 at 9:30 a.m. at RETREAT ' MOTEL/RESORT, ALIPUR, MAIN G.T. ROAD, NEAR PALLA MOD, DELHI -110036

1. Signature of the Shareholder/Proxy Present

2. Shareholder/Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting and handover at the entrance duly signed.

3. Shareholder/Proxy holder desiring to attend the meeting may bring his/her copy of the Annual Report for reference at the meeting.

Note: PLEASE CUT HERE AND BRING THE ABOVE ATTENDANCE SLIP TO THE MEETING.

---------------------------------------------------------------------------------------------------------

PROXY FORM

Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

VITAL COMMUNICATIONS LIMITED Regd. Office: 606, Kailash Building, 26, Kasturba Gandhi Marg, Connaught Place,

New Delhi- 110001 CIN: L74899DL1995PLC065076

Name of the Member(s):

Registered address:

Folio No./Client Id::

DP ID:

E-mail Id:

I/We, being the member(s) of....................... Shares of the above named Company, hereby appoint:

Name :

Address :

E-mail Id :

Signature :

or failing him/her

Name :

Address :

E-mail Id :

Signature :

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 19th Annual General Meeting of the Company to be held on Monday, September 29, 2014 at 9:30 a.m. at RETREAT ' MOTEL/RESORT, ALIPUR, MAIN G.T. ROAD, NEAR PALLA MOD, DELHI -110036

No. Resolutions

Ordinary Business

1. Adoption of Audited Financial Statements for the year ended March 31st

2014

2. Appointment of Mrs. Shyam Sunder Sabharwal as Directors of the Company, retire by rotation.

3. Appointment of M/s G.P. Keshri & Associates, Chartered Accountant, as Auditor and fixing their remuneration.

Signed this ________ day of ___________________ 2014. Signature of Shareholder Signature of Proxy holder(s)

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 Revenue

Stamp

thannual communications limitedconnaught place,new delhi-110001 ... master finleaseltd. mayur...

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