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VISION COMPTECH INTEGRATORS LIMITED

(formerly Vision Comptech Limited)

ANNUAL REPORT 2006 - 2007

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CONTENTS
Corporate Information Notice Directors Report Auditors Report Balance Sheet Profit & Loss Account Cashflow Statement Schedules to the Account Balance Sheet Abstract Statement under section 212 Accounts of Subsidiaries : nVision IT Solution Limited Vision Components Pvt. Ltd. Vision Comptech, Inc. 29 36 40 43 1 2 5 8 11 12
t13

14 26 28

Proxy Form

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"Vision Comptech Integrators Limited

(formerly Vision Comptech Ltd.)

CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. Ghanshyam Sarda Mr. Ashok Kumar Bathwal Mrs. Preeti Sarda CFO & Company Secretary Mr. Suresh Kumar Jain.

REGISTERED OFFICE
21 A, Shakespeare Sarani Kolkata-700017

HEAD OFFICE
Plot No.XI/15, Block- EP, Sector-V Salt Lake City Kolkata - 700 091

BANKERS
State Bank of India Oriental Bank of Commerce

AUDITORS
S. Dutt & Co. Chartered Accountants P-26B, C.I.T. Road, 2nd Floor Kolkata-700 014

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NOTICE
Notice is hereby given that the Ninth Annual General Meeting of the members of Vision Comptech Integrators Ltd will be held at the Registered Office at 21 A, Shakespeare Sarani, Kolkata -17 on Friday, the 28th September, 2007 at 2.00 P.M. to transact the following business :

AS ORDINARY BUSINESS:
1. 2. 3 4 To consider and approve the Profit and Loss Account of the Company for the year ended 31st March, 2007 and the Balance Sheet as on that date along with the reports of the Directors' and Auditors' thereon. To declare Dividend. To appoint a Director in place of Mr. Ghanshyam Sarda who retires by rotation and being eligible offers himself for re-appointment. To appoint Auditors and fix their remuneration.

AS SPECIAL BUSINESS
5. To consider and if thought fit, to pass with or without modifications, the following resolution as an ordinary resolution: "Resolved that Mrs. Preeti Sarda be and is hereby appointed as a director of the company who shall be eligible for retirement by rotation" 6. To consider and if thought fit, to pass with or without modifications, the following resolution as an ordinary resolution: " RESOLVED THAT the consent of the Company be and is hereby granted in terms of Section 293(1 )(a) and all other applicable provisions of the Companies Act, 1956 (including any statutory modification or re-enactment thereof, for the time being in force), to the Board of Directors to mortgage and/or charge and/or lien, in addition to the mortgages/charges/liens created/to be created by the Company, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the movable and/or immovable properties of the company, both present and future and/or the whole or any part of the undertaking(s) of the Company together with the power to take over the management of the business and concern of the Company in certain events of default, in favour of the Bank(s) / Financial Institutions, Lender(s), Agent(s) and Trust(s), Trustee(s) for securing the borrowings of the company availed/to be availed by way of loan(s) from time to time, subject to the limits approved under Section 293(1 )(d) of the Companies Act, 1956, together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premium on repayment, remuneration of the Agent(s)/Trustees, premium (if any) on redemption all other costs, charges and expenses and all other moneys payable by the company in terms of the loan agreement(s) or loan agreements or any other document, entered into between the company and the Iender(s)/Agent(s) and Trustee(s) in respect of the said loans/borrowings/ debentures and containing such specific term and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board of Directors or committee hereof and the Banks/Financial Institutions/Lender(s)/Agent(s)/Trustee(s). 7. To consider and if thought fit, to pass with or without modifications, the following resolution as an ordinary resolution: RESOLVED THAT in pursuant to Section 293(1 )(d) of the Companies Act, 1956 the Directors of the Company be and are hereby authorized to borrow money (apart from temporary loans obtained from the Company's

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=5ViTi"n Comptech Integrators Limited

(formerly Vision Comptech Ltd.)

bankers in the ordinary course of business) for the purpose of the Company in excess of the aggregate of the paid-up capital of the company and its free reserves (that is to say, reserves not set apart for any specific purpose), provided however, the total amount of such borrowings shall not exceed the sum of Rs.100 Crores (Rupees One hundred crores only)".

By Order of the Board Regd. Office 21 A, Shakespeare Sarani Kolkata - 700 017 Dated : 1st September, 2007 For Vision Comptech Integrators Ltd. S.K. Jain CFO and Co. Secretary

NOTES:
1. 2. 3. 4. 5. 6. 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 of the Company. Proxy in order to be effective must be sent to the Company not less than 48 hours before the meeting. Dividend, if declared, shall be paid to those members whose name appear in the register of members on the date of Annual General Meeting. The Register of Members and Share Transfer Books of the Company will remain closed from 25th September, 2007 to 28th September, 2007 both days inclusive. Explanatory Statement pursuant to clause 173(2) of the Companies Act, 1956 is enclosed. As per the provisions of the Companies Act, 1956 the facility for making nominations is available to the individuals holding shares in the Company. Accordingly, they may avail in the prescribed Form 2B and deposit the same to the Company.

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

ITEM NO.5
Mrs. Preeti Sarda was appointed as Additional Director of the Company w.e.f. 8/3/07. She shall cease to be director in the ensuing Annual General Meeting. Your consent is required to appoint her as director to retire by rotation. None of the Directors are concerned or interested in the above resolution.

ITEM NO. 6 & 7

As the Shareholders are aware, the company has developed and constructed a 10 storied Hitech building in the IT. Hub of Kolkata i.e. Salt Lake Sector V at a total investment of around Rs.47 crores. The company is also looking for development of similar projects in future and to finalize these projects, the company would require financial assistance from Banks and Financial Institutions. In order to build these projects the company would require to create a charge on the assets of the company to secure the loans /financial assistance taken from the Banks / Financial Institutions. Your consent is therefore required U/s. 293 (1 )(a) and 293 (1 )(d) respectively for mortgaging/charging the assets of the company and to borrow the funds in excess of the aggregate capital of the company and its free reserve upto a limit of Rs.100 crores. None of the directors are interested in the said resolution.

By Order of the Board Regd. Office 21 A, Shakespeare Sarani Kolkata - 700 017 Dated : 1st September, 2007 For Vision Comptech Integrators Ltd. S.K. Jain CFO and Co. Secretary

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SANSCO SERVICES - Annual Reports Library Services - www.sansco.net ^Vision Comptech Integrators Limited
(formally Vision Comptech Ltd.)

DIRECTORS' REPORT TO THE MEMBERS :

Your Directors have pleasure in presenting the Ninth Annual Report and the Audited Statements of Accounts of the company for the Year ended 31st March, 2007.

FINANCIAL RESULTS :
Year Ended Year Ended

31.03.07
(Rs. in lacs) Net Profit before Tax Less : Provision for Taxation Profit after Tax Transfer to General Reserve Proposed dividend Dividend Tax Balance of profit brought forwardfrom previous year. Accumulated profit carried overto Balance Sheet 382.68

31.03.06
(Rs. in lacs) 273.56
21.95

81.50
301.18 100.00 40.00
6.79

251.61 50.00 40.00

5.61
325.74 481.74

481.74 636.12

OPERATIONS :
The Company continued to give its thrust to IT. activities in the marine sector. The 10 storied Hitech building also completed during the year and rented out to IWs Tata Consultancy Services Ltd (TCS). The overall operations of the company during the year remained satisfactory.

DIVIDEND :
The Board of Directors of the company recommends a dividend of 10% (Rs. 1 per share) on the equity shares of the company. The dividend, if declared by shareholders, shall be paid to those shareholders whose name appear in the members register on the date of ensuing Annual General Meeting.

DIRECTORS :
During the year under review there have been major changes in the Board of Directors. Mr. Jagdish Sarda, Mr. D. Ghosh Dastidar and Mr. P.S. Dattaroy resigned during the year under review. While Mr. Satyajit Mitra died during the year, Mr. Aditya Sarda ceased to be director due to non-appointment in Annual General Meeting. Mr. P. Dasgupta also resigned in August, 2007. Mrs. Preeti Sarda was appointed as additional director during the year. She has sought your approval for her appointment as Director of the company in the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors confirm that A) B) in the preparation of the annual accounts all applicable accounting standards had been followed along with proper explanation relating to material departures. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit or loss of the company.

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C)

the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. the directors had prepared the annual accounts on a going concern basis.

D)

EMPLOYEES:
There has been no employee in the company drawing a gross remuneration of Rs. 24 lakhs (if employed for whole of the year) or Rs.2 lakhs per month (if employed for part of the year). The Board places on record their sincere appreciation for the efforts made by the employees of the company.

CORPORATE GOVERNANCE
Since the Company is not listed on any Stock Exchanges, the requirement of Corporate Governance does not apply to this company. INFORMATION PERTAINING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE UNDER THE PROVISION OF SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988: A) B) Development of Software not being regarded as manufacturing operations the provision relating to conservation of energy is not applicable. Foreign exchange earnings: 1. a) b) 2. Consultancy & Services Re-imbursement of expenses Year ended 31.03.07 17,03,06,870 93,80,710 Year ended 31.03.06 14,61,72,220 52,72,671

Foreign exchange Outgo a) b) c) d) GIF Value of Imports Foreign Travel Advance against Foreign Travel Salaries/fees paid overseas 24,25,103 1,19,78,637 1,65,382 27,49,380 31,68,849 89,17,741 5,15,684 14,37,957

DEPOSIT:
The Company has not accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956.

AUDITORS :
The previous statutory auditors M/s. Sanjay Gopal & Associates, Chartered Accountants resigned during the year and M/s S. Dutt & Co were appointed as Auditors of the Company in an Extra-ordinary General Meeting. M/s S. Dutt & Co have confirmed their availability for re-appointment for the next year.

CHANGE OF NAME OF THE COMPANY

Pursuant to the fresh Certificate of Incorporation issued by the Registrar of Companies, West Bengal, name of the company has changed to Vision Comptech Integrators Ltd.

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-Vision Comptech Integrators Limited

(formally Vision Comptech Ltd.)

SUBSIDIARY COMPANIES
During the year under review M/s Vision Components Pvt. Ltd also became the subsidiary of our company. The annual accounts of nVision IT Solution Ltd, Vision Comptech Inc and Vision Components Pvt. Ltd together with a statement U/s 212 of the Companies Act, 1956 are attached.

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors take this opportunity to thank Company's customers, shareholders, suppliers, bankers, financial institutions and Central & State Governments for their consistent support to the Company. The Directors also wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment.

Regd. Office 21 A, Shakespeare Sarani Kolkata - 700 017 Dated: 1st September, 2007

On and on behalf of the Board G. Sarda Director A. K. Bathwal Director

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AUDITORS REPORT

*
To the Members of Vision Comptech Integrators Limited 1. We have audited the attached Balance Sheet of Vision Comptech Integrators Limited (Formerly : Vision Comptech Limited) as at March 31, 2007 and also the Profit & Loss Account and Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the management. Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted our audit in accordance with the Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that out audit provides a reasonable basis for our opinion. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956, we enclose as an Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred in paragraph 3 above, we report that a. b. c. d. We have obtained all the information and explanations, which to the best of our knowledge and belief, were necessary for the purpose of the audit. In our opinion, proper books of account as required by Law have been kept by the Company, so far as appears from our examination of those books. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account. In our opinion, the Balance Sheet, Profit & Loss Account and the Cash Flow Statement together with the notes in Schedule-22 annexed have been compiled in compliance with the mandatory Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956. On the basis of written representations received from the Directors we report that none of the Directors are disqualified from being appointed as a Director in terms of Section 274(1 )(g) of the Companies Act, 1956 as on March 31, 2007. In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon in Schedule - 22 annexed thereto give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India : i. ii. iii. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2007, and in the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date. In the case of the Cash Flow Statement, of the cash flows of the year ended on that date.

2.

3.

4.

e.

f.

For S. Dutt & Co. Chartered Accountants Kolkata, September 1, 2007 S. Dutt Partner Membership No. : FCA-051632

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