AFFLUENCE

NOTICE

NOTICE is hereby given to the Members of the ECS BIZTECH PRIVATE LIMITED that, the 3rd Annual General Meeting of the Members of the Company will be held on Monday, the 30th September, 2013 at 10.30 A.M. at the Registered Office of the Company at Block - I , Safal Mondel park, Nr. Iscon mall, Nr. Rajpath Club, Nr. Rangoli farm, S.G Highway, Bodakdev, Ahmedabad - 54 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Balance Sheet of the Company as at 31st March 2013 and Profit and Loss Account for the year ended on that date together with the report of the Auditors and Directors thereon for the financial year ended on 31st March, 2013.

     2.       To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

 “RESOLVED THAT subject to the provisions of section 225 of the Companies Act, 1956 and other applicable provisions if any M/S Vaibhav N Shah & Co., Chartered Accountants (Firm Registration No 125106W), be and are hereby appointed as Auditors of the Company to hold office from the conclusion of this Annual general Meeting upto the conclusion of the next Annual General meeting in place of the retiring auditors , M/s Nitin K Shah & Co.,Chartered Accountants, to audit the accounts of the company for the financial year 2013-14 at a remuneration to be decided by the Board of Directors."

3.   Any other business with the permission of the Chairman.

SPECIAL BUSINESS:

1. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Section 257 and all other applicable provisions if any, of the Companies Act, 1956 MRS. SEEMA VIJAY MANDORA who was appointed as an Additional Director of the Company, w.e.f 18.11.2012 and who holds office up to the date of this Annual General Meeting pursuant to section 260 of the Companies Act,1956 and being eligible, offers herself for appointment as Director and in respect of whom the Company has received notice in writing from the member(s) along with requisite deposit, signifying their intention to propose her for the office of Director, be and is hereby appointed a Director of the Company.”

2.       To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Section 257 and all other applicable provisions if any, of the Companies Act, 1956 MR. KADDABBA RAGHUPATI JAYARAM who was appointed as an Additional Director of the Company, w.e.f 01.03.2013 and who holds office up to the date of this Annual General Meeting pursuant to section 260 of the Companies Act,1956 and being eligible, offers himself for appointment as Director and in respect of whom the Company has received notice in writing from the member(s) along with requisite deposit, signifying their intention to propose him for the office of Director, be and is hereby appointed a Director of the Company.”

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy instead of himself and a proxy need not be a member of the Company.

1. A proxy in order to valid should be lodged at the registered office of the company not later than 48 hours of the time of the Annual General Meeting.

                                                        BY ORDER OF THE BOARD OF DIRECTOR                                                      

                                                       FOR ECS BIZTECH PRIVATE LIMITED      

                                                                                        VIJAY M. MANDORA

Date: 01.08.2013                                            (CHAIRMAN & MANAGING DIRECTOR) 

Place: Ahmedabad

ANNEXURE TO NOTICE:

Item No. 3

M/s. Nitin K Shah & Co., Chartered Accountants, the Auditors of the Company, due to their pre-occupation have expressed their inability to offer their services for re-appointment. Accordingly based on Special Notice under Section 225 of the Companies, Act, 1956 received from a Member and after ascertaining the eligibility of M/S Vaibhav N Shah & Co., Chartered Accountants, under Section 224 (1B) of the Companies Act, 1956, the Board has recommended the appointment of M/s. Vaibhav N Shah & Co., Chartered Accountants, as Auditors of the company, in the ensuing Annual General Meeting.

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

Item No. 4:

MRS. SEEMA VIJAY MANDORA was appointed as an Additional Director in the Company on dated 18.11.2012 pursuant to the provisions of Article of Association of the Company and as per Section 260 of the Companies Act, 1956 and she shall hold office up to the date of the ensuing Annual General Meeting of the Company.

The Company has received a valid notice Section 257 of the companies Act, 1956, from a member of the Company, proposing the candidature of MRS. SEEMA VIJAY MANDORA for her   appointment as a Director on the Board of the Company.

Ms. Seema Mandora holds 1000 shares in the company.

The Directors recommend the resolution for your approval.

None of the Directors of the company, except Mr. VIJAY MANDORA AND MRS. SEEMA VIJAY MANDORA, is concerned or interested in this resolution.       

Item No. 5:

MR. KADDABBA RAGHUPATI JAYARAM was appointed as an Additional Director in the Company on dated 01.03.2013 pursuant to the provisions of Article of Association of the Company and as per Section 260 of the Companies Act, 1956 and he shall hold office up to the date of the ensuing Annual General Meeting of the Company.

The Company has received a valid notice Section 257 of the companies Act, 1956, from a member of the Company, proposing the candidature of MR. KADDABBA RAGHUPATI JAYARAM for his appointment as a Director on the Board of the Company.

The Directors recommend the resolution for your approval.

None of the Directors of the company,except MR. KADDABBA RAGHUPATI JAYARAM, is concerned or interested in this resolution.

                                         BY ORDER OF THE BOARD OF DIRECTOR                                                      

                                                       FOR ECS BIZTECH PRIVATE LIMITED      

                                                                                               VIJAY M. MANDORA

Date: 01.08.2013                                                   (CHAIRMAN & MANAGING DIRECTOR) 

Place: Ahmedabad

DIRECTOR'S REPORT

To,

The Members

ECS BIZTECH PRIVATE LIMITED,

AHMEDABAD- 380054.

The Directors have pleasure in presenting the 3rd Annual Report of the Company with an Audited Statement of Accounts for the year ended on 31st March 2013.

FINANCIAL HIGHLIGHTS:

                                                                                 (Amount in Rs.)

DIVIDEND:

During the year under review, the company has earned very good amount of profit but considering the fund requirement in the Company, directors would like to plough back the profit of the Company into the business hence, the directors do not recommend any dividend for the year under review.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND 

The  Company  does not have any amount  of  Unpaid/Unclaimed  Dividend which  is required  to be transferred to the  Investors  Education  & Protection  fund as required under Section 205C of the  Companies  Act 1956.

CHANGE IN CAPITAL STRUCTURE

Issued, Subscribed and Paid-up Capital:-

During the year, company has allotted 36,80,000 on 8th March 2013 and 13th March 2013 of Rs. 25/- each and 328796 Equity Shares of Rs. 10/- each  24th July 2013. After the above allotment the issued, subscribed and paid up share capital of the company is Rs. 30.80 Crores.  

BUY BACK OF SHARE CAPITAL:

The Company has not declared any Buy Back of Shares in any of the previous year and no such commitment are pending for execution.

Results of Operations

The whole financial Year 2012-13 was a challenging year for all nations. The domestic and global economy, is suffering for financial crisis and due to this, recession period has spread across in all the nature of industries.

Despite these constraints and the challenging environment, the Company performed very well and the highlights of the performance are as under:

Ø  Revenue from operations increased by Rs.905441340/-

Ø  PBT increased by Rs. 12261722/-

Ø  Net Profit increased by Rs. 14739058/-

The company has made a remarkable growth in to its business and has added 7 new ECS Malls to its list of 38 existing Malls across Gujarat.  Your Company has also made presence across 6 states and has plans to spread all across India.

FUTURE OUTLOOK:

The Company expects to look for fresh investment opportunities in India. Your Directors have taken all possible action to make coming year even more fruitful in the nature of sales and net profit.

The company and the management follow & believe in integrated business model. The business model of your company deals with consumer products and services. Your Company utterly believes in proverb “customer is the king “and always delivers products & services to the tune of customer expectation.

ECS is an eco-friendly company which is on green mission.

In consumer business your company is into IT retail business. The company is selling consumer products through his owned physical outlets and online store. ECS is the only company which is selling IT products through both retail outlets and online store which is the only hybrid business model across country dealing with IT product.

Now to further scale its retail business your company is also engaging franchises across the country which will further add high profitability to the retail business along with owned physical retail chains and online store.

The company is also into consumer distribution business having channel partners in 3 states along with authorize distribution ship of many Multinational companies. Further while going ahead company is also planning to enter into new territories along with entering into more and more associations with MNC.

Your Company is also into services business with its authorize service centers across Gujarat and Maharashtra for the repair of IT products. Further to increase profitability your company is planning to expand its service centers in many more locations.

Your Company is authorize partner with many big MNC for selling their enterprise product, hardware, software and integrated solutions to various SMB and enterprise.

Your company is expanding service offering with its owned Green Data Center (DC) which is specially designed by the MNCs .  Your company’s DC is among one of the best DC in Gujarat.

Your company provides cost effective and secured way of distributing the network and also provides excellent and efficient wireless, computing and workstation. With such cost effective and secured way of distributing services your company is very sure that it will further scale the business and profitability of the company.

Since the Management of the Company has rich experience and wide knowledge of the business and marketing, the same is leading the Company to its new heights. All required technology up-gradation, Employment of technical Staff, Credit Policies, HR Policies, information systems, reporting system schedule, work allocation, Internal Audit, etc. has been taken place in the Company to minimize the expanses, increase accuracy, time saving and to take higher return on capital investment made by the Company. After managing all above, your Company has taken all strong

initiative actions for the better growth of the Company. Company is strongly concentrating on:-

1. Increase in turn-over in coming year by reducing maximum cost
2. Opening of Branch Offices across the country.
3. Purchase of New Property.
4. Provide prompt services
5. Review HR policies, Sales Polices, polices after sales services and technology up-gradation.

Considering the above, company will grow with high support of the management’s experience, futuristic view and wide knowledge of the business activities and marketing. Company has also taken strong initiative actions for the better growth of the Company and Company is also ready to manage any challenges in the business.

SERVICES OFFERED BY COMPANY:-

Company offers complete IT services repair and solutions like SAP & ERP Implementations - Supports & Training, Managed Hosting Services, Server Co-location, Virtual Private Server, Disaster Recovery Services, Cloud Computing Services, Remote Infrastructure Management, Advisory Services, AMC and Infrastructure solutions like Servers, storage, SAN Boxes & also dealing in building Data Center.

PUBLIC DEPOSITS

During  the  year under review, the company has  neither  invited  nor accepted any public deposit or  deposits  from  the   public   as defined  under  Section 58A of The  Companies  Act-1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibilities Statement, it is hereby confirmed for the financial year ended on 31st March 2013;

(i)           in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii)         the Directors have 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 as at March 31, 2013 and of the profit of the Company for the year ended on that date;

(iii)       the Directors have 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; and

(iv)        The directors had prepared the accounts on a `going concern' basis.

DIRECTOR

During the year under review, your company has appointed MRS. SEEMA VIJAY MANDORA and MR. KADDABBA RAGHUPATI JAYARAM on board as an additional director pursuant to section 260 of the companies Act 1956 on dated 18.11.2012 and 01.03.2013. Members are requested to appoint them as a regular directors.

STATUTORY AUDITOR 

M/s. Nitin K Shah & Co.,  Chartered Accountants, the Auditors of the company, due to their pre-occupation have expressed their inability to offer their services for re-appointment. The company has received notice in writing proposing the appointment of M/s. Vaibhav N Shah & Co, Chartered Accountants, Ahmedabad, being eligible, have indicated their willingness to act as Auditors of the Company, if appointed, at the ensuing Annual General Meeting.

The Company has received a letter from the said Auditors to the effect that their appointment shall be within the limits laid down under Section 224(1B) of the Companies Act. A resolution proposing their reappointment as the regular Auditors of the company for the period from the conclusion of this Annual General Meeting upto the conclusion of the next Annual General Meeting is required to be passed. The directors recommend to pass the said resolution.

AUDITOR'S REPORT

The notes on the statement of Accounts referred to in the Auditor's Report have been suitably explained by way of notes to the Accounts.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board  of Directors as per the provisions of Section 217 (1) (e) of the  Companies Act-1956  and the Companies (Disclosure of Particulars  in  the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

A.                              Conservation of Energy:

Effective measures have been taken to minimize the loss of energy.  

B.         Technology Absorption, Adoption and Innovation

1. The Company is using latest technology and also making the development in the said technology.
2. Feasibility of adoption of various technical innovations in the industry are being studied continuously with the specific purpose of adoption under present condition.

Research & Development:

Company have in-house R & D department, handling by expert and experience persons of the Company. Further, the Company would continue research and development work in current scenario considering market demand and clients preference.

C.                   Foreign exchange earning and outgo:

Foreign exchange earning:-NIL

Expenditure outgo Rs. 75,933/- (Foreign Travel)

INDUSTRIAL RELATIONS

During the year under review, harmonious relations were maintained with clients, Banks and with various Government Department by your Company.

HUMAN RESOURCES

Your Directors wish to place on record their deep appreciation to employees at all levels for their all round efforts, dedication, commitment and loyal services. RELATED PARTY TRANSACTIONS

The details of related party transactions are given in notes forming part of accounts.INSURANCE     

            The Company's buildings, plant and machineries, stocks and other properties wherever necessary and to the extent required have been adequately insured. During the year Company has received insurance claim of Rs. Nil.

DISCLOSURE OF PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

Company has no employees as at 31st March 2013 employed throughout the year who are in receipt of remuneration of Rs. 60 lacs or more per annum so in accordance with the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employee) rules 1975 as amended the details has not been provided in this report..

MATERIAL CHANGES:

Except details given in the above report, no other material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the Company and which are required to be disclosed in this Report.

ACKNOWLEDGMENTS

Your Directors place on record their appreciation for the valuable support and cooperation given by Banks and various investors. Your directors also take this opportunity to thank PSU and Semi PSU undertakings and other customers without whom our growth could not have been possible. Your Directors are also proud and express their gratitude for dedicated services rendered by employees of all ranks who have worked hard for the Company to achieve this level of growth.

                               FOR AND ON BEHALF OF BOARD OF DIRECTOR                                                      

                                                        OF ECS BIZTECH PRIVATE LIMITED       

                                                        VIJAY M. MANDORA 

Date:   01.08.2013                           (CHAIRMAN & MANAGING DIRECTOR) 

Place: Ahmedabad

As per Annexure to Director Report given in Textual Information as below

As per Annexure to Director Report given in Textual Information as below

As per Annexure to Director Report given in Textual Information as below

As per Annexure to Director Report given in Textual Information as below

As per Annexure to Director Report given in Textual Information as below