ZIGMA SOFTWARE LIMITED - Bombay Stock Exchange › bseplus › AnnualReport › ... · ZIGMA SOFTWARE LIMITED 1 Board of Directors Shri Neeraj Sachan Shri Pankaj Sachan ... A BRIEF

ZIGMA SOFTWARE LIMITED

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Board of Directors Shri Neeraj SachanShri Pankaj SachanShri Ashok AgarwalShri Pramod Singhi �Wholetime DirectorShri Yashwant Rampuria� Managing Director

Registered Office P-113, Kalindi Housing EstateGround Floor, Lake TownKolkata - 700089

Auditors Bijan Ghosh & AssociatesCharteredAccountants

Audit Committee Shri Neeraj SachanShri Pankaj SachanShri Ashok Kumar Agarwal

Remuneration Committee Shri Neeraj SachanShri Ashok Kumar AgarwalShri Pankaj Sachan

Shareholders�/Investors� Shri Neeraj SachanGrievance Committee Shri Pankaj Sachan

Shri Yashwant Rampuria

Bankers Yes Bank LimitedDeutsche Bank

Registrar & Share Transfer Agents MCS Limited77/2A, Hazra Road, Kolkata - 700 029

Page No.Notice 2Directors Report 4Auditors Report 17Balance Sheet 21Profit & Loss Account 22Notes on Accounts 28Abstract of Balance Sheet 30Cash Flow Statement 31

Visit us at www.zigmasoft.com


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Notice to Members

NOTICE is hereby given that the Twenty ThirdAnnual General Meeting of theMembers of ZigmaSoftwareLimited will be held at the Seminar Hall of Science City, Topsia, Kolkata - 700 046 on Saturday, the 29thSeptember, 2012 at 10.30 a.m. to transact the following business:

1. To consider and adopt the Profit & LossAccount for the year ended 31st March, 2012, the BalanceSheet as at that date and the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Shri Neeraj Sachan, who retires by rotation and being eligibleoffers himself for re appointment.

3. To appoint Auditors and to fix their remuneration.

Registered Office By Order of the BoardP-113, Kalindi Housing Estate Zigma Software LimitedGround Floor, Lake Town P. SinghiKolkata - 700 08913th August, 2012 Whole time Director

NOTES:

1. AMember entitled to attend and vote at thisAnnual General Meetingmay appoint a proxy toattend and vote instead of himself. Aproxy need not to be amember of theCompany. Proxies,in order to be effective, must be received at the Company's Registered office not less thanforty-eight hours before the commencement of the meeting.

2. The Register of Members and Share Transfer Books of the Company will remain closed from 27thSeptember, 2012 to 29th September, 2012 (both days inclusive).

3. Members are requested to notify change of address, if any, to the Company on or before 27thSeptember, 2012 andMembers holding shares in Demat mode are also requested to notify changeof address, bank details, etc., to their respective Depository Participants (DP). Any intimation madeto the Company without effecting necessary correction with the DP cannot be updated.

4. Members are informed that pursuant to the Circular issued by Depositories & Custodian Division,of Securities & Exchange Board of India (SEBI) for appointment of common agency for shareregistry work, the Company has appointed M/s. MCS Ltd., as Registrar & Share Transfers Agentsfor both Physical and Demat modes of securities of the Company.

5. Members, who have not yet enchased their dividend warrant(s) for the financial year ended 31stMarch, 2005 are therefore requested to make their claims without any delay.


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6. Members desiring any information as regards theAccounts are requested to write to the Companyat least seven days prior to the date of the meeting so as to enable the management to keep theinformation ready at the meeting.

7. KINDLY BRING YOUR COPY OF THE ANNUAL REPORT TO THE MEETING.

Registered Office By Order of the BoardP-113, Kalindi Housing Estate Zigma Software LimitedGround Floor, Lake Town P. SinghiKolkata - 700 08913th August, 2012 Whole time Director

A BRIEF RESUME� OF THE DIRECTOR SEEKING RE-APPOINTMENTIN THE ENSUING ANNUAL GENERAL MEETING.

[In pursuance to Clause 49 of the Listing Agreement]

Neeraj Sachan, a Commerce Graduate having experience of more than decades in the IT and ITesenabled services has been appointed as an Independent non-executive Director on the Board of ZigmaSoftware Ltd since 16th September, 2005.

He is the member of the Audit Committee and Remuneration Committee of the Board of the Company.

He does not hold any shares in the Company.


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REPORT OF THE DIRECTORS

Your Directors have pleasure in presenting their 23rd Annual Report on the operation of the Companytogether with and Audited Accounts for the financial year ended 31st March, 2012.

FINANCIALRESULTS:Rupees in Lakhs

2011-2012 2010-2011Gross Income 30.81 144.61Total Expenditure 30.60 79.40Gross Profit 0.21 65.21Interest 0.09 0.41Depreciation 40.24 63.76Profit Before Taxation (40.11) 1.04Provision for Tax 0.00 0.40Profit After Tax (40.11) 0.64Balance B/F from previous year 24.45 23.81Profit Available for Appropriation (15.66) 24.45Paid-up Equity Capital 4176.00 4176.00Reserve & Surplus 3518.34 3572.46

REVIEW OF OPERATIONS:

The performance of your Company during the year has not been satisfactory due to slow down of economyin the recent past, though the global/domestic economy has been back on the path of development, yourCompany could not come over the crisis and it is still facing stiff competition in the domestic market,consequently the sales and profitability of the Company has been dropped during the year under review incomparison to previous year.

There are some positives, which are expected to help your Company to improve its turnover and profitability.The Company has undertaken several consultancies and IT enabled services and also expanded itsbusiness in the field of biotech and real estate to ensure future growth of the Company.

DIVIDEND:

Due to loss in the year under review, your Directors regret their inability to recommend dividend for theyear ended 31st March, 2012.

CHANGE OF REGISTERED OFFICE:

The situation of the Registered Office of the Company has been shifted from Centre Point, 21, H.B.Sarani, 4th floor, Kolkata-700 001 to P-113, Kalindi Housing Estate, Ground Floor, P.S.: LakeTown, Kolkata-700089 with effect from 1st July, 2011.


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ACCOUNTING POLICIES:

The major accounting policies of the Company are annexed to the Accounts.

PERSONNEL:

There are no employees in the Company who are in receipt of salary of Rs. 60,00,000/- p.a. or Rs.5,00,000/- p.m., if employed for part of the year. Hence the Statement of particulars of employees asrequired under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars ofEmployees) Rules, 1975, as amended till date is not attached.

PARTICULARS OF CONSERVATION OF ENERGYAND TECHNOLOGYABSORPTION:

The Company being engaged in the business of Consultancy and Information & Technology, the Directorshave nothing to report in compliance with the provisions of Section 217(1)(e) of the CompaniesAct, 1956read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

FIXED DEPOSITS:

During the year under review the Company has neither invited nor received any deposit from the Public.

CORPORATEGOVERNANCE:

AManagement Discussion and Analysis Report forms part of this report. A separate report on CorporateGovernance is also included as a part of theAnnual Report.A certificate from theAuditors of the Companyregarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the ListingAgreement is also attached to this Annual Report.

A Code of Conduct, as applicable to the Board Members and Senior Management personnel has beenadopted and is practiced and has been put on the website of the Company.

STATUTORY DISCLOSURES:

None of the Directors of the Company are disqualified as per the provisions of Section 274(1) (g) of theCompanies Act, 1956.

DIRECTORS:

Shri Neeraj Sachan retires from the Board by rotation at the ensuing Annual General Meeting and offershimself for reappointment.

DIRECTOR�S RESPONSIBILITY:

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followedwith proper explanation relating to material departures;

(ii) appropriate accounting policies have been selected and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of the affairs of the Company as at 31st March, 2012 and of the Loss of the Company for thesaid period;


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(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956 for safe guarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS:

Messrs. Bijan Ghosh &Associates, CharteredAccountants retire at the conclusion of the ensuingAnnualGeneral Meeting and offer themselves for re-appointment for the year ending 31st March, 2013.

AUDITORS REPORT:

The observation made in the Auditors Report read with the Notes on the Accounts are self explanatoryand do not require any further clarification.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their appreciation of the support and assistance receivedfrom the Central and State Governments of Karnataka, Maharashtra and Bankers.

Your Directors are thankful to the esteemed customers for their continued support. The Directors wish torecord their deep appreciation of the hard work, dedication and enthusiastic support by all the employeesfor the commendable performance of the Company and also thank the shareholders for their unstintedsupport to the Company.

On behalf of the BoardP. Singhi,Whole time Director

Kolkata, 13th August, 2012. N. Sachan, Director


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ANNEXURE TO DIRECTORS� REPORT

MANAGEMENT DISCUSSIONANDANALYSIS

FORWARD LOOKING STATEMENT :

This section of the Annual Report has been included in adherence to the spirit enunciated in the Code ofCorporateGovernance approved by theSecurities andExchangeBoard of India. Shareholders andReadersare cautioned that the opinions expressed by the management may be forward-looking statements in thecurrent scenario, which is extremely dynamic, and increasingly fraught with risks and uncertainties. Actualresults, performances, achievements or sequence of events may be materially different from the viewsexpressed in the statement.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Information Technology has made possible information access at gigabit speeds. It has created a levelplaying field among nations and hasmade positive impact on the lives ofmillions who are poor, marginalisedand living in rural and far flung topographies. Internet has made revolutionary changes with possibilities ofe-filing Income Tax returns or applying for passports online or railway e-ticketing.

Today a country's IT potential is paramount for its march towards global competitiveness, healthy GDP,improving defence capabilities and meeting up the energy and environmental challenges.

The Indian Information Technology- Information Technology-Enabled Services (IT-ITES) industry hascontinued to perform its role as the most consistent growth driver for the economy. Service, softwareexports and BPO remain the mainstay of the sector. Over the last five years, the IT & ITES industry hasgrown at a remarkable pace. Consider some of the significant indicators for these remarkable achievements.The IT/ITES exports have grown to a staggering US$ 46.3 billion in 2008-09, the IT sector currentlyemploying 2.2 million professionals directly and another 8 million people indirectly accounts for over 5% ofGDP, a majority of the Fortune 500 and Global 2000 corporations are sourcing IT/ITES from India and itis the premier destination for the global sourcing of IT/ITES accounting for 55% of the global market inoffshore IT services and garnering 35% of the ITES/BPO market.

The Indian IT-BPO sector including the domestic and exports segments continue to grow from strength tostrength, witnessing high levels of activity both onshore as well as offshore. The companies continue tomove up the value-chain to offer higher end research and analytics services to their clients. India's leadershipposition in the global IT and BPO industries are based primarily on the following advantages.

India accounts for around 28 per cent of IT and BPO talent among 28 low-cost countries. It has a rapidlygrowing urban infrastructure fostering several IT centres in the country. Offshore service centres arespawning in the country due to operational excellence with low delivery cost, quality leadership and aconducive business environment. Favourable policy interventions, enabling infrastructure and augmentinga wide skill base from the government has further enhanced India's brand image.

The Department of Electronics and Information Technology is coordinating strategic activities, promotingskill development programmes, enhancing infrastructure capabilities and supporting R&D for India'sleadership position in IT and IT-Enabled services.


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OVERVIEW

The Company is proactively trying to seize the opportunity as initiated by the Government of India throughForeign Direct Investment in the Sector. This would be synergistic with the business of the Company andlong-term benefits would accrue to theCompany once the newly undertaken project scales to its culminationto enhance the value of shareholders with other stakeholders.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control systems for achieving efficiency in operations, optimumutilization of resources, effective monitoring thereof and compliance with applicable laws and regulations.The Audit Department conducts audits at various departments based on an annual audit plan with dueweightage to the risk parameters associated with the business processes.

The Company regularly reviews the adequacy and effectiveness of the internal controls and suggestsimprovements for strengthening them.

HUMAN RESOURCES

In-house training Programme on various technical, attitudinal and supervisory aspects with the help ofinternal as well as external faculty, were conducted for employees after identifying their specific trainingneeds in consultation with the respective departmental heads. The focus of the training was to create highperformance culture as well as bringing an improvement in the organization.

The Company maintained cordial human relations throughout the year under review.

FINANCIAL PERFORMANCE

The details of the financial performance of the Company are appearing in the Balance Sheet and theProfit &Loss Account

OPPORTUNITIES, THREATS & OUTLOOK

The Company has invested in infrastructure development with a view to further cement the existingrelationships and securing new customers. The Company maintains a persistent competitive focus withtrusting and enduring partnerships with major technology company.

The Company also striving to resorts to strengthen its position by internally realigning its business andstreamlining its operations with the definite intents of reducing cost and enhancing stakeholders' value.




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ANNEXURE TO DIRECTORS� REPORT

Report on Corporate Governance:

1. Philosophy on code of governance

TheCompany believes in and supports the principles and practices of good Corporate Governance.Your Company is following the philosophy of good Corporate Governance by focusing ontransparency, accountability, professionalism and corporate social responsibility for enhancingshareholder values. Your board believes that the Corporate Governance is a continuous processas such Company will continue its efforts towards raising the standards in Corporate Governanceby reviewing its procedures and systems to keep pace with the changing economic environment.

The Company also believes that employees of the Company subscribe to the corporate values andapply them in their conduct by following corporate governance practices.

2. Board of Directors

(i) Composition

The composition of the Board is compliant in terms of clause 49 of the Listing Agreement.The Board comprised of 5 Directors including 3 Non- Executive Independent Directors andTwo Executive Directors and out of that one is designated as Managing Director and one isWhole-time Director as on 31st March, 2011.

Composition, Category, Other Directorships, Other Committee Positions held by theDirectors as on 31st March, 2012.

Name Category Other Directorships Other Committee*in Public Limited Positions asCompaniesincorporatedin India Chairman Member

Shri Yashwant Rampuria Whole Time Director � � �Shri Pramod Singhi Whole Time Director � � �Shri Neeraj Sachan Non- Executive

IndependentDirector � � �

Shri Ashok Agarwal � do � � � �Shri Pankaj Sachan � do � � � �

* Only the other Committee positions held inAudit and Shareholders Grievance Committee in IndianPublic Limited Companies are considered.


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(ii) Board Meeting:

The Board of Directors of the Company met five times during the year 2011-2012.

The Board meetings during the financial year 2011-2012 were held on 30th April, 2011; 30thJuly, 2011; 3rd September, 2011; 31st October, 2011 and 31st January, 2012 The gapbetween any two meetings did not exceed four months.

(iii) Attendance of Directors:

Attendance of Directors at the Board Meetings held during 2011-2012 and at the lastAnnualGeneral Meeting.

Name of Directors Meetings attended out of Whether Attended5 Board Meetings last AGM held on

held during (2011-2012) 30th September, 2011Yashwant Rampuria 5 YesShri Neeraj Sachan 5 YesShri Ashok Agarwal 5 NoShri Pankaj Sachan 5 NoShri Pramod Singhi 5 Yes

(iv) The Company has laid down the code of conduct for all its Board Members and SeniorManagement Personnel and necessary declarations affirming compliance thereto hasreceived from all of them. The code of conduct is available on the website of the Company.

(v) Prevention of Insider Trading :

As per the SEBI (Prohibition of Insider Trading) Regulations 1992, the Company Secretary isthe Compliance Officer and is responsible for setting forth policies, procedures, monitoringadherence to the rules for the preservation of price sensitive information, pre-clearance oftrade, monitoring of trades and implementation of the Code of Conduct for trading inCompany's securities under the overall supervision of the Board. The Company has adoptedaCode of Conduct for Prevention of InsiderTrading as well as a Code of Corporate DisclosurePractices.All theDirectors on theBoard, employees at seniormanagement level at all locationsand other employees who could be privy to unpublished price sensitive information of theCompany are governed by this Code.

3. Audit Committee

Constitution of the Committee:

TheAudit Committee of the Company has been constituted as per Section 292Aof the CompaniesAct, 1956 and in terms of Clause 49 of the Listing Agreement. TheAudit Committee is responsiblefor effective supervision of the financial reporting process, ensuring financial and accounting controlsand also ensuring compliance with the financial policies of the Company. TheAudit Committee mayalso review such matters as considered appropriate as per the terms of reference stipulated inClause 49 II (C) and (D) of the Listing Agreement.


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Composition and Meetings of the Committee:

TheAudit Committee of the Company comprises with Shri Neeraj Sachan as Chairman, Shri PankajSachan and Shri Ashok Agarwal as Members.

Attendance of Members at the Meetings of the Audit Committee held during 2011-2012.

Five meetings were held during the period on 30th April, 2011; 30th July, 2011; 3rd September,2011; 31st October, 2011 and 31st January, 2012

Members Meeting AttendedShri Neeraj Sachan 5Shri Ashok Agarwal 5Shri Pankaj Sachan 5

4. Remuneration Committee:

The broad terms of reference of the Committee is to determine and recommend to the Board theremuneration payable to the Executive Directors in terms of Schedule XIII of the Companies Act,1956. TheCommittee comprises three non-executive independent Directors viz., Shri Neeraj Sachanas Chairman, Shri Ashok Agarwal and Shri Pankaj Sachan as Members.

Non- Executive Directors do not draw any remuneration and do not have any material pecuniaryrelationship/ transactions with the Company in their personal capacity at large. Executive Directorswere paid as a part of their remuneration.

The Committee met once on 3rd September, 2011 during the year. Shri Neeraj Sachan, ShriAshokAgarwal and Shri Pankaj Sachan were attended the Meetings.

5. Shareholders/ Investors� Grievance Committee.

The Company has a Shareholders/ Investors' Grievance Committee (the Committee). TheCommittee deals with various matters relating to transfer/transmission of Shares/debentures, issueof duplicate shares/debentures, issue and allotment of rights/bonus shares, review of sharesdematerialized and all other related matters.The Committee comprises of three members. viz., Shri Pankaj Sachan, Shri Yashwant Rampuriaas Members and Shri. Neeraj Sachan as Chairman.The Committee met once on 3rd September, 2011 during the year and all the members werepresent at the meeting.During the year 16 letters were received from shareholders out of which 6 were of the nature ofcomplaints/grievances and the rest relate to application for transfers/transmission of shares. Thecomplaints had been attended to the satisfaction of the shareholders. No share transfer pending ason 31st March, 2012.None of the Directors of the Company holding shares/ convertible Instruments of the Companyeither by self or on behalf of others as beneficiary during the year under review.


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6. General Body Meetings :

The last 3 Annual General Meetings of the Company were held on the following dates:

Dates Time Venue SpecialResolution/s

19th September, 2009 10.30 a.m. Science City, Seminar Hall NoKolkata - 700 046



There were no special resolutions passed by the Company through Postal Ballot during the yearand no resolution is proposed to be conducted by means of Postal Ballot at present.

Resume' and other information regarding the directors seeking appointment/ reappointment asrequired by sub clause (i) of Clause 49 (IV) (G) of the Listing Agreement has been given in theNotice of the Annual General Meeting annexed to this Annual Report.

7. Disclosures:

TheCompany has not entered into any related party transactions ofmaterial naturewith its promoters,the Directors or the Management, their subsidiaries or relatives that may have potential conflictwith the interest of the Company at large during the year 2011-2012.

There have been generally no instances of non-compliance on any matters by the Company.

8. Other Disclosures

Non- Mandatory Requirement: The Company has not yet adopted theWhistle Blower Policy andother non-mandatory requirement.

Mandatory Requirement: The CEO and CFO Certificate as required has been placed before theBoard at its Meeting 3rd September, 2012 and that forms part of this Annual Report. All othermandatory requirements have been duly complied with, as far as practicable.

The Board Members and Senior Management Personnel have affirmed the compliance of Code ofConduct.

9. Means of Communication.

a) Half yearly report sent to each household of shareholders: Nob) Quarterly Results: Published in Newspapers: Business Standard / Pratidinc) Website, where displayed : www.zigmasoftware.comd) whether it also displays official news releases : Yese) The Presentation made to institutional investors or to the analyst: Yesf) The Management Discussion and Analysis is a part of the Annual Report.


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10. General Shareholder Information.

I) Annual General Meeting Date & Time : Saturday 29th September, 2012At 10.30 a.m.

Venue : Science City Seminar Hall, Topsia, Kolkata-700046

II) Financial Year 1st April to 31st March

III) Book Closure Date 27th September, 2012 to 29th September, 2012(both days inclusive)

IV) Dividend No dividend during the year

V) Listing on Stock Exchange The Calcutta Stock Exchange Ltd., (CSE)The Bombay Stock Exchange Ltd, (BSE)Listing fees have been paid and there is no feeoutstanding as on date.

VI) Stock Code CSE : 1001249BSE : 532177DEMAT ISIN Number : INE746C01032

VII) Stock Price:

Monthly High Low

April 2011 5.70 3.91

May 2011 6.07 3.54

June 2011 4.73 3.73

July 2011 5.74 3.86

August 2011 4.23 3.40

September 2011 3.80 3.20

October 2011 3.80 3.34

November 2011 3.80 2.85

December 2011 3.10 2.10

January 2012 2.83 1.97

February 2012 3.00 2.23

March 2012 2.90 2.11


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VIII) Registrar & Share M/s. MCS Limited acting as Registrar & Share TransferTransfer Agents Agent (RTA) for both Physical and Demat modes of

Securities.Address: MCS Limited, 77/2A, Hazra Road,Kolkata - 700 029Ph. No. (033) 2454 1892/93, Fax (033) 2454 1961

IX) Share Transfer System The transfer of shares in Demat mode need not beapproved by the Company. The transfers of PhysicalShares, which are complete in all respects, are taken upfor approval and the transferred securities are dispatchedto the transferee within the stipulated time.

X) Distribution of shareholding as on 31st March, 2012.

Category No. of Share(s) held Percentage (%) to TotalA Promoter(s) Holding

1. Promotersa. Indian Promoters 110 0.00b. Foreign Promoters � �

2. Persons Acting in Concert � �Sub Total 110 0.00

B. Public Share Holding3. Institutional Investors

a. Mutual Funds and UTI � �b. Bank/ Financial Institutions/

Insurance companies 1500 0.00c. FIIs � �Sub Total 1500 0.00

4. Othersa. Bodies Corporate 13373292 32.03b. Indian Public 28309943 67.79c. Non Resident Indians 75155 0.18Sub Total 41758390 100.00Grand Total 41760000 100.00


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Shareholding No. of shares % No. of %(Range) Shareholders1 � 500 2976920 7.13 17925 82.13

501 � 1000 1502323 3.60 1766 8.091001 � 2000 1394094 3.34 888 4.072001 � 3000 804605 1.93 308 1.413001 � 4000 535585 1.28 145 0.664001 � 5000 802160 1.92 167 0.775001 � 10000 1834428 4.39 235 1.0810001 � 50000 6257872 14.99 278 1.2750001 � 100000 2579694 6.18 37 0.17100001 � Above 23072319 55.25 76 0.35Total 41760000 100.00 21825 100.00

XI) Dematerialization of The Company has entered into arrangements withShares as on 31st March, 2012 National Securities Depository Ltd., and Central

Depository Services (India) Ltd. whereby Shareholdershave an option to dematerialize their shares with eitherof the depositories.

As regards the shares held in depository 41683299shares have been dematerialized as on 31st March2012, which accounts for 99.82 % of the total Shares.

XII) Outstanding GDRs /ADRs/ NILWarrants or any Convertibleinstruments, conversion dates

XIII) Address for Correspondence Registered OfficeP-113, Kalindi Housing Estate, Ground Floor,Lake Town, Kolkata -700089




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Declaration

The Board Members and Senior Management Personnel have given declaration relating to theCode of Conduct for the Year 2011-12 as per the Clause 49 of the Listing Agreement.

For Zigma Software LimitedOn behalf of the Board

Kolkata, 13th August, 2012. P. Singhi,Whole time Director

Auditors� Certificate on Compliance with the Conditions of Corporate Governance under Clause49 of the Listing Agreement(s)

To the Members of Zigma Software Ltd. :

We have examined the compliance of conditions of corporate governance by Zigma Software Limited forthe year ended on 31st March,2012 as stipulated in Clause 49 of the Listing Agreement of the saidCompany with stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the Management. Ourexamination was limited to the procedures and implementation thereof, adopted by the Company forensuring the compliance of the conditions of the corporate governance. It is neither an audit nor anexpression of an opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certifythat the Company has complied with the conditions of corporate governance as stipulated in the abovementioned Listing Agreement.

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

For Bijan Ghosh & Associates(Chartered Accountants)

Place: Kolkata (BIJAN GHOSH)Date: 13th August, 2012. Partner


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AUDITOR�S REPORT

To,

THE MEMBERS OF ZIGMA SOFTWARE LIMITED.

1. We have audited the attached Balance Sheet of M/s. ZIGMA SOFTWARE LTD. as at 31st March2012 and Profit & Loss Account of the Company for the year ended on that date annexed thereto.These financial statements are the responsibility of the Company's Management. Our responsibilityis to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principle used and significant estimates made by management,as well as evaluating the overall financial statement presentation.We believe that our audit providesa reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003 as amended by the companies (AuditorReport) (Amendment) order 2004 issued by the Central Government of India in terms of Section227(4A) of the companiesAct, 1956 we enclose in theAnnexure a statement of thematters specifiedin Paragraphs 4 & 5 of the said order.

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

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

(ii) In our opinion, proper books of account as required by the law have been kept by the companyso far as appears from our examination of those books and proper returns certified by theBranchManager adequate for the purpose of our audit have been received from some of thebranches which have not been visited by us.

(iii) The Balance Sheet and Statement of Profit and Loss dealt with in this report are in agreementwith the Books of Account.

(iv) In our opinion the Balance Sheet and Statement of Profit and Loss of the Company dealtwith in this report complied with the Accounting Standard referred to in sub Section (3C) ofSection 211 of the Companies Act, 1956;


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(v) As per the information and explanations given to us, none of the Directors of the Company isdisqualified from being appointed as a Director under clause (g) of sub-section (i) of section274 of the Companies Act, 1956;

5. In our opinion, and to the best of our information and according to the explanations given to us, thesaid accounts read together with schedules thereon and subject to Significant Accounting Policiesand notes on account given in Schedule "24" give the information required by the CompaniesAct,1956, in the manner so required and give a true and fair view.

a) In the case of the Balance Sheet, of the State of affairs of the company as at 31st March,2012 and

b) In the case of the statement of Profit & Loss account, of the Loss of the Company for theyear ended on that date.

For BIJAN GHOSH &ASSOCIATESChartered Accountants(BIJAN GHOSH)Proprietor

Membership No. 009491Firm Regtn. No. 323214E

The 13th day of August, 2012Kolkata


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ANNEXURE TO THE AUDITOR�S REPORT OF ZIGMA SOFTWARE LIMITED1. The Company has maintained proper records showing full particulars including quantitative details

and situation of fixed assets.Fixed assets have been physically verified by themanagement during the year, which in our opinionis reasonable having regards of the size of the Company and the nature of its fixed assets.There was no substantial disposal of fixed assets during the year, which would affect the goingconcern of the Company.

2. (a) Physical Verification of Inventory has been conducted by the Management of the Companyat a reasonable interval.

(b) The procedure of physical verification of inventory followed by theManagement are reasonableand adequate in relation to the size of the Company.

(c) The Company maintains proper records of inventory and no material discrepancies werenoticed on such physical verification.

3. As informed to us, the Company has not granted any loan, secured or unsecured to/from companies,firms or other parties covered in the registered maintained under Section 301 of the companiesAct.1956 and as such clause (iii) (a) to (iii) (d) are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequateinternal control procedures commensurate with the size of the company and the nature of its businessfor the purchase of inventory and fixed assets and sale of goods and services. There is no continuingfailure to correct major weaknesses in the internal control.

5. (a) Based on the audit procedures applied by us and according to the information and explanationprovided by the management, we are of the opinion that the transactions that need to beentered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactionswith the aforesaid parties with whom transaction exceeding value of Rupees five laks havebeen entered into during the financial year are at price which are reasonable having regardto the prevailing market price at the relevant time.

6. In our opinion and according to the information and explanations given to us the Company has notaccepted any deposit from public within themeaning of Section 58A and 58AA or any other provisionof the companies Act, 1956.

7. In our opinion, the Company has an internal audit system commensurate with the size and natureof its business.

8. To the best of our knowledge and as explained, the Central Government has not prescribed themaintenance of cost records under Section 209(I) (d) of theAct, 1956 for these types of companies.

9. a) According to the record of the Company, the Company is generally regular in depositingundisputed statutory dues such as Income-tax, sales -tax, wealth tax, customs Duty, ExciseDuty, Cess, Service Tax and other statutory dues applicable to it with the appropriateauthorities.According to the information and explanations given to us, there are no undisputedamount payable in respect of Income Tax, wealth tax, sales tax, customs duty, excise duty


20

and service tax which were outstanding, at the year end for a period or more than six monthsfrom the date they become payable.

10. The Company's accumulated Loss at the end of the financial year are less than of its net worth. TheCompany has not incurred cash losses in current year as well as in the immediately precedingfinancial year.

11. As per books and records maintained by the company and according to the information andexplanation given to us, the company has not defaulted in repayment of dues to a financial institutionor bank or debenture holders.

12. According to the information and explanations given to us and based on the documents and recordsproduced to us, the company has not granted loans and advances on the basis of security by wayof pledge of shares, debentures and others securities.

13. In our opinion and according to the information and explanations given to us, the nature of activitiesof the company does not attract any special statute applicable to chit fund and nidhi/mutual benefitfund/societies.

14. As informed and explained to us, the company has not dealt / traded in securities or debenturesduring the year. In our opinion and according to the information and explanation given to us, properrecords have been maintained of the transactions and contracts relating to dealing/tradings inshares and other investments and timely entries have been made therein. The shares and otherinvestments have been held by the company, in its own name.

15. According to the information and explanations given to us, the company has not given any guaranteefor loans taken by its associates from bank or financial institutions.

16. There are term loans outstanding as at the end of the year.17. On the basis of information received from the management and based on our examination of the

balance sheet of the Company as at March 31, 2012 we find that the funds raised on a short-termbasis have not been used for long term investment.

18. The company has not made any preferential allotment of shares to parties or companies covered inthe register maintained under Section 301 of the Companies Act, 1956.

19. The company did not have any outstanding debentures during the year.20. The company has not raised any money through a public issue during the year.21. Based on information and explanations furnished by the management, which have been relied

upon by us, there were no frauds, on or by the company, noticed or reported during the year.For BIJAN GHOSH &ASSOCIATESChartered Accountants(BIJAN GHOSH)Proprietor

Membership No. 009491Firm Regtn. No. 323214E

The 13th day of August, 2012Kolkata


21

Particulars Notes Figures as at Figures as at31.03.2012 (Rs.) 31.03.2011 (Rs.)

A EQUITY AND LIABILITIES1 Shareholders� funds

(a) Share capital 1 417,600,000 417,600,000(b) Reserves and surplus 2 353,834,118 357,245,766(c) Money received against Share Warrants

2 Share application money pending allotment 3 4,788,000 �3 Non-current liabilities

(a) Long-term borrowings 4 5,257,080 �(b) Deferred tax liabilities (net) 5 � �(c) Other long-term liabilities � �(d) Long-term provisions � �

781,479,198 774,845,7664 Current liabilities

(a) Short-term borrowings 6 � 143,146(b) Trade payables 7 � �(c) Other current liabilities 8 133,743 681,882(d) Short-term provisions 9 1,606,547 1,606,547

1,740,290 2,431,575TOTAL 783,219,488 777,277,341

B ASSETS1 Non-current assets

(a) Fixed assets � �(i) Tangible assets 10 217,533,489 221,557,478(b) Non-current investments 11 35,214,341 44,364,341(c) Deferred tax assets (net) � �(d) Long-term loans and advances 12 431,346,862 470,345,687(e) Other non-current assets 13 2,325,000 2,325,000

686,419,692 738,592,5062 Current assets

(a) Current investments � �(b) Inventories � �(c) Trade receivables 14 33,659,154 26,606,075(d) Cash and cash equivalents 15 7,474,898 7,895,084(e) Short-term loans and advances 16 55,511,089 4,087,500(f ) Other Current assets 17 154,655 96,176

96,799,796 38,684,835TOTAL 783,219,488 777,277,341

Significant Accounting Policies 24As per our report of even date annexed For Zigma Software LimitedFor BIJAN GHOSH & ASSOCIATESChartered Accountants(BIJAN GHOSH) NEERAJ SACHAN PRAMOD SINGHIProprietor Director DirectorMRN: 009491 FRN : 323214EPlace : KolkataDate : 13th day of August, 2012.

Balance Sheet as at 31 March, 2012


22

Particulars Notes Figures as at Figures as at31.03.2012 (Rs.) 31.03.2011 (Rs.)

Revenue from operations (I) 18 287,000 11,502,180Other Income (II) 19 2,794,000 2,959,077Total Revenue (I)+(II)=(III) 3,081,000 14,461,257Expenses(a) Cost of Materials Consumed 20 115,400 2,879,347(b) Purchase of Stock-in-Trade � �(c) Changes in inventories of finished goods, � �

work-in-progress and stock-in-trade(d) Employee benefits expense 21 856,970 1,273,406(e) Finance costs 22 8,928 40,575(f) Depreciation and amortisation expense 10 4,023,989 6,376,484(g) Other expenses 23 2,087,361 3,787,269

Total expenses (IV) 7,092,648 14,357,081Profit / (Loss) before exceptional and

extraordinary items and tax (III)-(IV)=(V) (4,011,648) 104,176Exceptional items (VI) � �Profit / (Loss) before extraordinary items (V)-(VI)=(VII) (4,011,648) 104,176

and taxExtraordinary items (VIII) � �Profit / (Loss) before tax (VII)-(VIII)=(IX) (4,011,648) 104,176Tax expense: (X)(a) Current tax expense for current year � 40,000(b) (Less): MAT credit (where applicable) � �(c) Current tax expense relating to prior years � �(d) Net current tax expense � �(e) Deferred tax � �Profit / Loss from continuing operations (IX) -(X)=(XI) (4,011,648) 64,176

Profit /Loss from discontinuing operations (XII) � �Profit /Loss for the year (4,011,648) 64,176Earnings per equity share:(1) Basic � �(2) Diluted � �

� �

Statement of Profit and Loss for the year ended 31.03.2012

As per our report of even date annexed For Zigma Software LimitedFor BIJAN GHOSH & ASSOCIATESChartered Accountants(BIJAN GHOSH) NEERAJ SACHAN PRAMOD SINGHIProprietor Director DirectorMRN: 009491 FRN : 323214EPlace : KolkataDate : 13th day of August, 2012.


23

Figures as at Figures as at31.03.2012 31.03.2011

(Rs.) (Rs.)Note - 1Share CapitalAuthorised Share Capital6,30,00,000 Equity Shares of Rs. 10 each 630,000,000 630,000,000

At the end of the year 630,000,000 630,000,000Issued, Subscribed & Paid up Capital at thebeginning of the year4,17,60,000 Equity Shares of Rs. 10 each 417,600,000 417,600,000At the end of the year 417,600,000 417,600,000

Shareholders holding more than No. of shares5% shares in the company held

Nil NilNote - 2Reserve & Surplusa) Capital Reserve

12,64,50,000 Full Convertible Warrants 126,450,000.00Less : Call-in-arrears 45,387,500.00 81,062,500 80,462,500

b) Capital Redemption Reserve � �c) Security PremiumAccount 268,805,400 268,805,400d) Debenture Redemption Reserve � �e) Revalution Reserve � �f) Other Reserve 5,532,772 5,532,772

Total (A) 355,400,672 354,800,672g) Surplus :-Opening Balance of P. & L.A/C 2,445,094 2,380,918Balance of Profit & Loss A/c during the year (4,011,648) 64,176

Total (1,566,554) 2,445,094Net Reserve & Surplus (A) + (B) 353,834,118 357,245,766

Note - 3ShareApplication 4,788,000 �Total 4,788,000 �

SCHEDULES FORMING PART OF THE BALANCE SHEETAS ON 31ST MARCH, 2012


24

Figures as at Figures as at31.03.2012 (Rs.) 31.03.2011 (Rs.)

Note - 4Long Term BorrowingUnsecured Loan:-From Related Parties � �From Others 5,257,080 �

Total 5,257,080 �Note-5Deferred Tax LiabilityOpening Deferred Tax Liabilty �Depreciation as per Co.Act 4,023,989.00Depreciation as per I.T Act 1,033,947.00Difference 2,990,042.00 � �Reversal of DTL � �Closing Deferred Tax Liability � �Note-6Short Term BorrowingFrom Related Parties � �From Others � 143,146

Total � 143,146Note-7Trade Payable � �From Related Parties � �From Others � �

Total � �Note-8Other Current LiabilitiesUnpaid Dividend � 498,300Cheque issued but not presented � �Professional Tax Payable � �Salary Payable � �Audit Fees Payable � 20,000TDS Payable � �Other Payable 133,743 163,582

Total 133,743 681,882

Note-9Short Term ProvisionProvision For Taxation 1,566,547 1,566,547Provision For FBT 40,000 40,000

Total 1,606,547 1,606,547


Details of Fixed Assets & DepreciationNote - 10

GROSS BLOCK DEPRECIATION NET BLOCKRate of Balance as Addition/ Balance Upto Deduct- For the Upto As on As on

Deprecia as on (deduction) as on 31.03.2011 ion during Year 31.03.2012 31.03.2012 31.03.2011-tion 01.04.2011 31.03.2012 the year

Furniture & Fixtures 18% 12,802,769 � 12,802,769 10,757,657 � 368,120 11,125,777 1,676,992 2,045,112

Motor Car 25.89% 1,381,232 � 1,381,232 1,063,846 � 82,171 1,146,017 235,215 317,386

Ofice Equipments 13.91% 729,108 � 729,108 559,136 � 23,643 582,779 146,329 169,972

Computers 40% 257,597,098 � 257,597,098 249,353,241 � 3,297,543 252,650,784 4,946,314 8,243,857

Agriculture Land - 187,776,380 � 187,776,380 � � � � 187,776,380 187,776,380Development

Plant & Machinery 13.91% 4,140,539 � 4,140,539 2,351,496 � 248,856 2,600,352 1,540,187 1,789,043

Air Conditions 13.91% 61,000 � 61,000 34,714 � 3,656 38,370 22,630 26,286

Total 464,488,126 � 464,488,126 264,120,090 � 4,023,989 268,144,079 196,344,047 200,368,036

Working Progress 21,189,442 � 21,189,442 � � � � 21,189,442 21,189,442

Total 485,677,568 � 485,677,568 264,120,090 � 4,023,989 268,144,079 217,533,489 221,557,478

Previous Year 465,074,039 585,913 464,488,126 258,150,577 406,971 6,376,484 264,120,090 221,557,478 206,923,462

Notes :-Capital Working Progress includes1) Rs. 99,50,000/- (Previous Period Rs. 99,550,000) on accounts of advance against project contracts.2) Rs.1,12,39,442/- ( Previous Period Rs. 80,58,442) on accounts of project development expenses a/c.Rs, 2,11,89,442/-


26

Note - 11Investment 35,214,341 44,364,341

Total 35,214,341 44,364,341Note -12Long term loans & AdvancesAdvance to SuppliersCosidered Good � �Advance to Suppliers 406,871,717 439,440,717Directors & Relatives 21,345,145 27,824,970Deposits 3,130,000 3,080,000

Total 431,346,862 470,345,687Note-13Other non Current AssetsMiscellaneous Expenses (not Written off) 2,325,000 2,325,000

Total 2,325,000 2,325,000Note-14Trade ReceivableConsidered Good (Ubsecured) 33,659,154 26,606,075From Others � �

Total 33,659,154 26,606,075"Debtors outstanding of more �than 6 months" 33,659,154 24,570,375Others � 2,035,700Note-15Cash and Cash equivalentDeutsche Bank 3,713 183HSBC Bank 10,000 10,000Bank of America 45,615 45,615Taminladu Mercantile Bank Ltd. 9,958 9,958SBI C & I Bank Ltd. (Mumbai) 13,628 13,628Yes Bank 1,642,945 2,940Cash in Hand (as certified by the management) 5,749,039 7,314,460Unpaid Dividend � 498,300

Total 7,474,898 7,895,084Note-16Short term loans & AdvancesAdvance to SuppliersConsidered GoodAdvance 3,561,089 2,137,500ShareApplication Money 51,950,000 1,950,000

Total 55,511,089 4,087,500Note-17Other Current AssetsTDS Receivable 154,655 96,176

Total 154,655 96,176



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Note-18Revenue From OperationSales 287,000 11,502,180

Total 287,000 11,502,180Note-19Other IncomeRent Received � �Dividend 7,602 �Interst 2,784,907 2,922,819Other Receipt 1,491 36,258

Total 2,794,000 2,959,077Note-20Purchase stock in TradeAgriculture Expenses � 2,026,820Software Development Expenses 115,400 852,527

Total 115,400 2,879,347Note-21Employee's Benefit ExpensesDirectors Remuneration 360,000 422,500Salary, wages and bonus 476,607 820,574Staff Welfare expenses(Tiffin Allow.) 20,363 30,332

Total 856,970 1,273,406

Note-22Finance CostInterest payable on loan 8,928 40,575

Total 8,928 40,575Note-23Other ExpensesTelephone Expenses 120,881 204,550Electricity Expenses 16,920 53,596Advertisement 14,785 10,715Audit Fees 20,000 20,000Bank Charges 1,654 72,933Computer Consumables 3,005 29,487Demat Charges 368,935 99,215Repairs & Maintenance 18,900 5,010Filling Charges 7,500 �General Expenses 316,099 352,542Travelling & Conveyance 959,994 2,574,262Rent Paid 140,000 225,000Listing Fees 85,936 107,458Legal Charges 3,615 18,060Printing & Stationary 9,137 14,441

Total 2,087,361 3,787,269



28

NOTES ON ACCOUNTS : Note - 24

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT & LOSS ACCOUNT

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ONACCOUNTS.

A. SIGNIFICANTACCOUNTING POLICIES:

1. Accounting Convention & Revenue Recognition:

The accounts have been prepared in accordance with historical cost convention and followingmercantile basis of accounting except bonus, which is accounted for on cash basis. Income &Expenditure have been accounted for on mercantile basis.

2. Investments:

Long-term investments are stated at Cost. In case there is diminution in the value of Investmentsthe same has not been accounted for.

3. Inventory:

(i) Raw Material : At cost.

(ii) Work-in-progress : At estimated cost.

(iii) Finished Goods : At cost or market price whichever is lower.

4. FixedAssets:

1) FixedAssets are stated at cost of acquisition including freight, taxes, duties and other incidentalexpenses related to acquisition and installation.

2) Depreciation on FixedAssets is provided in accordance with the rates specified in ScheduleXIV of the Companies Act, 1956 as amended on written down value method.

5. Unpaid Dividend amounting to Rs.4,98,300.00 shown in previous years account as contra in bothliabilities and Asset under current liabilities and current Assets respectively which has not beenconsidered in this account as there is no provision in the Account. But that may be considered uscontingent liabilities for future payment obligation in subsequent years.

6. The Company has performed someAgricultural Business during the year of the nature of Bio-Techand Agricultural Products.

7. Sales:

Sales are accounted for on raising of Bills.

8. Amortization of Miscellaneous Expenditure:

Preliminary and Share Issue expenses are amortised over a period of Ten years.

B. NOTES ON ACCOUNTS:

1. Gratuity provision not made due to none of the employee has worked for 5 years or more.

2. The maximum amount due by Directors or other of the Company at any time during the year


29

Rs. Nil.

3. The Outstanding balance of Debtors, Creditors and Loans & Advance are subject toconfirmation and reconciliation.

4. In the opinion of the Board and to the best of their knowledge and belief, the realisable valueof Current Assets, Loans andAdvance, in the ordinary course of business would not be lessthan the amount at which they are stated in the Balance Sheet and the provision for allknown and determined liabilities is adequate and not in excess of the amount reasonablyrequired except the reservations mentioned above.

9. Additional information pursuant to the provision of paragraph 3 & 4 Part II of the Schedule VI of theCompanies Act, 1956.

(a) Annual Production, Sales & Opening and Closing Stock : Nil

(b) Consumption of Raw Material and Stores: Nil

10. Remuneration to Executive Director :-

2011-2012 2010-2011Salary andAllowance 3,60,000/- 4,22,500/-

11. Earning in foreign exchange and expenditure in foreign currency is Nil. (Previous year Nil)

12. Employees drawing Rs. 24,00,000/- or more per annum in aggregate as remuneration if employedfor the whole of the year or Rs. 2,00,000/- or more per month if the employed for the part of the year� None.

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

14. Previous year figures have been regrouped / rearranged whenever found necessary.


30

REGISTRATION DETAILSRegistration No. 46922State Code 21Balance Sheet Date 31-03-2012CAPITAL RAISED DURING THE YEARPublic Issue �Right Issue Including premium �Private placement �Bonus Issue �POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDSTotal Liabilities 783,219,488Total assets 783,219,488SOURCES OF FUNDPaid up Capital 417,600,000Reserve & Surplus 353,834,118ShareApplication Money 4,788,000Secured Loans �Unsecured Loans 5,257,080.00Current Liabilities 1,740,290.00APPLICATION OF FUNDSNet Fixed Assets 217,533,489Investments 35,214,341Long Term Loan & Advance 431,346,862Other Non Current Assets 2,325,000Current Assets 96,799,796PERFORMANCE OF THE COMPANYTurnover including other income 3,081,000Total expenditure 7,092,648Profit/(Loss) Before Tax (4,011,648)Earning per Share(Rs.) �Dividend Rrate (%) �GENERIC NAMES OF PRINCIPAL PRODUCTS OF THEITEMS CODE NO (ITC CODE) N.A.

For and on behalf of Board of DirectorFor BIJAN GHOSH & ASSOCIATESChartered Accountants(BIJAN GHOSH) NEERAJ SACHAN PRAMOD SINGHIProprietor Director DirectorMembership No. 009491Firm Regtn. No. 323214EThe 13th day of August, 2012Kolkata

BALANCE SHEETABSTRACTAND COMPANYGENERAL BUSINESS PROFILE[AS PER SCHEDULE VI PART(IV) OF THE COMPANIES ACT,1956]


31

Year ended Year ended31.03.2012 31.03.2011

Rs. Rs. Rs. Rs.(A) CASH FLOW FROM OPERATING

ACTIVITIESNet Profit/(Loss) before tax and extraordinary items (4,011,648) 104,176Adjustment for :Depreciation 4,023,989 6,376,484Miscellaneous Expenditure Written Off � �(Profit)/Loss on sale of Fixed Assets sold/discarded � (36,058)(Profit)/Loss on sale of Investment � �Dividend Income (7,602) �Interest Expenses 8,928 40,575Interest Income (2,784,907) (2,923,019)

1,240,408 3,457,982(2,771,240) 3,562,158

Operating Profit before working capital changesIncrease in Trade and other receivables (9,491,241) (116,136,790)Increase in Inventories � �Increase/Decrease in Trade payable (49,839) (9,541,080) (5,039,280) (121,176,070)Cash Generation from operation (12,312,320) (117,613,911)Direct Taxes Paid � (40,000)Cash flow before extra ordinary items (12,312,320) (117,653,911)Extraordinary items � �

NET CASH FLOW FROM OPERATING ACTIVITIES (12,312,320) (117,653,911)(B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (including interest capitalised) � �Sales of fixed assets � 178,942Acquisition of companies � �Purchase of Investment � �Sale of Investments 9,150,000 �Miscellaneous Expenditure (Preliminary) � �Interest Received 2,784,907 2,923,019Dividend received 7,602 �Net cash used in investing activities 11,942,509 3,101,961

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012


32

We have examined the attached Cash Flow statement of ZIGMA SOFTWARE LIMITED for the yearended 31st March, 2012.The Statement has been prepared by the Company in accordance with the listing agreements with theStock Exchanges and is based on and are in agreement with the corresponding Profit and LossAccountand Balance Sheet of the Company covered by our report of even date to the members of the company.

For and on behalf of Board of DirectorFor BIJAN GHOSH &ASSOCIATESChartered Accountants(BIJAN GHOSH) NEERAJSACHAN PRAMOD SINGHIProprietor Director DirectorMembership No. 009491Firm Regtn. No. 323214EThe 13th day of August, 2012Kolkata

(C) CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Share Capital � 36,000,000(Calls in arrears received 600,000 80,462,500Net Proceeds from long term borrowings (143,146) (187,617)Net Proceeds from short term borrowings � �(Profit)/Loss on sale of Fixed Assets � 36,058(Profit)/Loss on sale of Invstment � �Dividend paid � �Interest paid (8,928) (40,575)

NET CASH USED IN FINANCING ACTIVITIES 447,926 116,270,366Net increase/(decreases) in cash and cash equivalents 78,115 1,718,415Cash and cash equipment as at year opening 7,396,783 61,76,669Cash and cash equivalents as at the year end 7,474,898 7,895,084

Folio No. DPID-CLID No. of Shares HeldI/Weof in the district ofbeing a Member / Members of ZIGMA SOFTWARE LIMITED, hereby appoint

of in the districtof or failing himof in the district ofas my/our proxy to vote for me/us, on my/our behalf at the 23rd Annual General Meeting of the companyto be held or Saturday, 29th September, 2012 at 10.30 A.M. at the Seminar Hall of Science City, JBSHaldane Avenue, Kolkata - 700 046 and the any adjournment there of.

Signed day of 2012.

ZIGMA SOFTWARE LIMITEDRegistered Office: P-113, Kalindi Housing Estate, Ground Floor, Lake Town, Kolkata - 700089

PROXY FORM

Please complete the attendance slip and hand over at the entrance of the Meeting Hall.I hereby recordmy presence at the 23rd Annual General Meeting of the Company being held on Saturday,29th September 2012.

Folio No. DPID-CLID No. of Shares Held

Name of the Shareholders (in Block Letters)Name of the Proxy (in Block Letters) to be filled, if the Proxy attends instead if the Members

Member�s / Proxy Signature**To be signed at the of handling over this slip.

ZIGMA SOFTWARE LIMITEDRegistered Office: P-113, Kalindi Housing Estate, Ground Floor, Lake Town, Kolkata - 700089

ATTENDANCE SLIP

AffixRe. 1/-RevenueStamp

NOTES :1. The instrument of Proxy Form shall be deposited at the Registered Office of the Company not less than 48

hours before the time for holding the Meeting. A proxy need not be a Member of the Company2. The forms should be signed across the stamp as per the specimen signature registered with the Company.


23rd Annual Report & Accounts2012

Documents

ZIGMA SOFTWARE LIMITED - Bombay Stock Exchange › bseplus › AnnualReport › ... · ZIGMA SOFTWARE LIMITED 1 Board of Directors Shri Neeraj Sachan Shri Pankaj Sachan ... A BRIEF