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Directors Report of Commex Technology Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Fifteenth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

1. Financial Highlights (Standalone and Consolidated)

The financial highlights of the year under review is as below:

(Rs, in Lacs)

Sr Standalone Consolidated No. Particulars 31.03.2015 31.03.2014 31.03.2015 31.03.2014

1. Income from operations - 2429.11 201.00 2443.76

2. Other Income 394.75 105.67 394.75 105.67

3. Net Total Income (1 2) 394.75 2534.77 595.75 2549.43

4. Employee Benefit Expenses 104.72 968.40 123.24 970.54

5. Other Expenses 101.71 1013.29 143.59 1021.52

6. EBIDTA 188.32 553.09 328.92 557.37

Less: Interest and Finance 7. 0.17 2.48 0.25 2.51 charges

8. Less: Depreciation 184.08 291.84 184.08 291.84

9. Profit before Tax (6-7-8) 4.07 258.77 144.59 263.03

10. Provision for Tax 2.58 52.09 2.58 52.09

Less: MAT Credit Entitlement - (25.07) - (25.07)

Deferred Tax - 71.23 - 71.23

11. Net Profit after tax (9-10) 1.49 160.52 142.02 164.78

12. Extra Ordinary Items - - - -

Net Profit/ (Loss) for period 13. 1.49 160.52 142.02 164.78 (11-12)

14. Less: Minority Interest - - - -

Paid up Equity Share Capital 15. 3102.14 3102.14 3102.14 3102.14

(Face value 2/- per share)

16. Earnings Per Shares (Basic) 0.00 0.10 0.09 0.11

2. DIVIDEND:

Your Directors is of the opinion that the company does not have sufficient profits to issue Dividend in the Current Year and therefore have not recommended any Dividend for the year under consideration.

3. AMOUNTTRANSFERREDTO RESERVES:

The Board of the Company has proposed to retain INR 628.46 Lakhs in the profit and loss account and no amount is transferred to General reserves for the financial year 2014 - 2015.

4. BUSINESS OUTLOOK:

Commix Technology Limited ("COM M EX") has successfully capitalized and transformed itself from being a mere solution and service provider in the Information Technology domain.

With a clear focus on business and technology, Commix has efficiently harnessed its decades of exposure in the IT space, the domain expertise developed and acquired by it through its various approach plans for inorganic growth. Your Company has successfully developed a state-of-the-art solution suite addressing markets in the country.

Commix continues to invest in the research and development of cutting edge IT products for its various initiatives. The in-house technology bandwidth and the domain expertise are critical success factors for the various initiatives undertaken by the company.

5. PERFORMANCE REVIEW (CONSOLIDATED BASIS):

On consolidated basis, revenue from operations decreased by 91.77% from IN R 2443.76 Lakhs to INR 201 Lakhs. Operating EBIDTA (Earnings Before Interest, Taxes, Depreciation and Amortization) decreased 40.77% from IN R 554.87 to IN R 328.67 Lakhs. Profit Before Tax (PBT) decreased by 45.03 % from INR 263.03 Lakhs to INR 144.59 Lakhs. Profit After Tax (PAT) decreased by 13.82% from IN R 164.78 Lakhs to IN R 142.01 Lakhs.

6. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there was no change in the business carried on by the Company or its subsidiaries.

7. SUBSIDIARY AND ASSOCIATE COMPANIES:

- As on 31st March, 2015 the company has the following subsidiaries/associate companies

Subsidiary Companies:

1. M/s. IT Capital Services Pvt. Ltd.

2. M/s. Orient Information FZ-LLC-UAE

Associate company:

1. M/s. Universal Commodity Exchange Limited

- There has been no material change in the nature of the business of the subsidiaries and associate companies.

- Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company's subsidiaries and associate companies in Form AOC-1 is attached to the financial statements of the Company.

8. CHANGES IN SHARE CAPITAL:

During the year under review, there was no change in the Authorized or Paid up Share Capital of the Company.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

As required by Section 134 (5) of the Companies Act, 2013 the Directors hereby state that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. 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 31st March, 2015 and profit for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the accounts have been prepared for the financial year ended 31st March, 2015 on a going concern basis;

e. Internal Financial Controls to be followed by the Company have been laid down, and the said Internal Financial Controls are adequate and are operating effectively and;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from April 1, 2014, Mr. Jayant Mitra (DIN: 008010211) and Mr. Yeshwant Divekar (DIN: 01574821) were appointed as independent directors at the annual general meeting of the Company held on 30th September, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 of the Act Ms. Kavita Pawar (DIN: 02717275) was appointed as Woman Director/Additional Director of the Company. She is Commerce Graduate and have rich experience in the field of Finance. The resolution seeking approval of the Members for the appointment of Ms. Kavita Pawar have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about her. The Company has received a notice under Section 160 of the Act along with the requisite deposit proposing the appointment of Ms Kavita Pawar.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1,2014, the appointment of Mr. Ajay Raut, Chief Financial Officer and Ms. Neha Rushi, Company Secretary as key managerial personnel of the Company were formalised. Ms. Sweta Khemka stepped down from the position of Company Secretary during the year and Board places on records its appreciation of the invaluable contribution and guidance provided by her.

11. DISCLOSURE OF PECUNIARY RELATIONSHIP:

There was no pecuniary relationship or transactions of the non-executive directors vis-a vis the company during the year. Also, no payment, except sitting fees, was made to any of the non-executive directors of the Company. No convertible instruments are held by any of the non-executive directors of the Company.

12. STATEMENTON DECLARATION BYINDEPENDENTDIRECTOR:

Mr. Jayant Dolatrai Mitra and Mr. Yeshwant Jaywant Divekar, Independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 which were taken on record by the Board.

13. NUMBEROFMEETINGSOFTHE BOARD:

During the financial year 2014-15, eight meetings of the Board of Directors were held. For details of the Board meetings please refer to the Corporate Governance forming part of the Board's Report.

14. STATEMENTON ANNUAL EVALUATION OF BOARD, COMMITTEE AND ITS DIRECTORS:

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8(4) of The Companies (Accounts) Rules, 2014 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause49 of the Listing Agreements ("Clause49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, transparency, adhering to good corporate governance practices etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, leadership quality, attitude, initiatives decision making, commitment, achievements etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors on 29th March, 2015, performance of non- independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non- executive directors. The meeting also assessed the quality, quantity and timeliness of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform its duties.

15. NOMINATION AND REMUNERATION POLICY:

In terms of Section 178 (3) of the Companies Act, 2013 and Clause 49 IV of the listing agreement entered in to with the stock exchange, a policy on Nomination and Remuneration of Directors and Senior Management Employees including, inter alia, criteria for determining qualifications, positive attributes and independence of directors was formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at their respective meetings held on 14th November, 2014 The said policy is annexed as Annexure A to the Board's Report. The said policy is also posted on the website of the Company www.commextechnology.com and its web link is:

http://www.commextechnology.com/download/policy/ nomination_and_remuneration_pol icy_commex.pdf

16. INTERNAL FINANCIAL CONTROLS:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

17. AUDIT COMMITTEE:

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

18. AUDITORS:

Statutory auditors

M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Secretarial Auditors

SG & Associates, Practicing Company Secretaries from Mumbai was appointed to conduct the secretarial audit of the Company for the financial year 2014 - 2015, as required under Section 204 of the companies Act, 2013 and rules made there under.

19. SECRETARIAL AUDIT REPORT:

In terms of Section 204 (1) of the Companies Act, 2013, a Secretarial Audit Report is annexed as Annexure B of the Directors' Report.

20. EXPLANATION AND COMMENTS BY THE BOARD ON QUALIFICATION/ RESERVATION/ ADVERSE REMARK/ DISCLAIMER MADE IN AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:

- The auditors' have given a qualification on MAT Credit and on the same the Board of Directors of the Company would like to state that the Company was not able to pay tax for the year 2012-2013 and the Company is in process of reversing the MAT credit in the Current financial Year i.e. 2015-2016.

- Secretarial auditors' report does not contain any qualifications, reservations or adverse remarks.

21. RISK MANAGEMENT:

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. During the year, your Company has set up a new Risk Management Committee in accordance with the requirements of Listing Agreement to monitor the risks and their mitigating actions. During the year under review, no risk threatening the existence of the Company was identified.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

23. TRANSACTIONS WITH RELATED PARTIES:

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure C in Form AOC-2 and the same forms part of this report.

The Board of Directors of the Company had formulated a policy on related party transactions and materiality of Related Party Transactions on 14th November, 2014 in terms of Clause 49 of the listing agreement. The said policy is posted on the website of the Company, www.commextechnology.com and its web link is:

- http://www.commextechnology.com/dovvnload/policy/ Policy for_determining_material_subsidiary_oUhe.pdf

- http://www.commextechnology.com/download/ policy-on-related-Party-transaction-and-materiality-of-related-Party- transaction.pdf

24. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure D" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said policy is posted on the website of the Company, www.commextechnology.com and its web link is: http://www.commextechnology.com/download/ policy_on_corporate_social_responsibility.pdf

25. EXTRACT 0F ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 for the Financial Year 2014 - 2015 has been enclosed as "Annexure E" forming part of the Board's Report.

26. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

i. Employee of the Company employed throughout the financial year, who was in receipt of remuneration for that year which, in the aggregate, not less than rupees sixty lakhs: NIL

ii. Employee of the Company employed for a part of the financial year, who was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month: NIL

iii. Employee of the Company employed throughout the financial year or part thereof, who was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company:

NIL. Further Managing Director of the Company is not getting any commission from the Company or from any of its subsidiaries.

iv. Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-executive Directors Ratio of Median remuneration

Jayant Mitra 8.88

Yeshwant Divekar 8.88

v. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

- Neha Rushi, Company Secretary-N A

- AjayRaut, Chief Financial Officer -NA

vi. Percentage increase in the median remuneration of employees in the financial year:

There was 18.74 % increase in the median remuneration of the employees for the reporting period.

vii. Number of permanent employees on the rolls of company: 4

viii. The explanation on the relationship between average increase in remuneration and Company performance:

On an average individual increments varied from 4% to 5%, based on individual performance. The increase in remuneration is in line with the market trends in India.

ix. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel 7.31

(KMP)inFY15(INRinLacs)

Revenue (INR in Lacs) 0

Remuneration of KMPs (as % of revenue) 0

Profit before Tax (PBT) (INR in Lacs) 4.07

Remuneration of KMP (as % of PBT) (179.61%)

x. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars 31st March, 2015 31st March, 2014 % Change

Market Capitalization (in Lakhs) 2016.39 22102.75 (90.89%)

price Earnings Ratio 0 142.5 (100%)

xi. Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Initial public offer was in the year 2000 at INR 10 and face value of share was 10. Later in the year 2006 there was splitting of shares and the face value of the share was INR 2. Thus % change is calculated accordingly:

Rate at which equity shares Particulars 31st March, 2015 were offered at Initial Public % Change Offer

Market Price (BSE) 1.30 2 (35%)

xii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 17 %.

There was no increase in the managerial remuneration for the year.

xiii. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

SwetaKhemka AjayRaut- NehaRushi- Mr, Company Chief Company Secretary Ketan Secretary Sheth Fincial (01/04/2014 to (w.e.f September, 0ffiCer 09/07/2014 2014)

Remuneration in the Financial Year 2014 - 1 3.5 2.06 1.75 2015 (INR in Lakhs

Revenue (INR in Lakhs) 0

Remuneration as % of 0 0 0 0 Revenue

Profit before Tax(PBT) (INR in 4.07 Lakhs)

Remuneration as % of PBT 0 85.99 50.61 42.99

PBT

xiv. The key parameters for any variable component of remuneration availed by the directors:

There are no variable components in remuneration to the Directors.

xv. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None.

xvi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

27. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

During the year under review, the Company has not issued any shares with differential voting rights.

28. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION SCHEME:

During the year under review, no option under 'Employee Stock Option Scheme' was granted or vested to any employee or directors of the Company.

29. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any Sweat Equity Shares.

30. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have not been any material changes and commitment affecting the financial position of the Company during the financial year 2014-15.

31. DISCLOSURE REQUIREMENTS:

- Pursuant to the provisions of Schedule IV to the Companies Act, 2013 ("the Act") and Clause 49 of the Listing Agreement, Terms and Conditions for Appointment of Independent directors are posted on the website of the Company www.commextechnology.com and its web link is:

http://www.comme)dech nology.com/download/polity/terms_ and_ condta

- Details of the familiarization programmer of the Independent directors is posted on the website of the Companywww.commextechnology.com and its web link is:

http://wvvw.commextechnology.com/download/polity/ familiarisation_programmejorjndependent_directors.pdf

- Whistle Blower Policy/ Vigil Mechanism: The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The details of Vigil Mechanism is displayed on the website of the Company www.commextechnology.com and its web link is

http://wvvw.commextechnology.conn/download/ poliCY/whistle%20_blower_policy_vigiLrnechanism.pdf

- The policy for determining material subsidiary of the company pursuant to revised Clause 49 of the Listing Agreement is posted on the website of the Companywww.commextechnology.com and its web link is:

http://www.commextechnology.Com/download/ policy-for-determining-material-subsidiary-of-the-pdf

- Policy on dealing with related party transactions is posted on the website of the Company www.commextechnology.com and its web link is:

http://www.com mextechnology.com/download/ policy/policy_on_relatBd_party_transaction_and_materiality_ of_related_party_transaction.pdf

- As per Clause 49 of the Listing Agreement entered into with the Stock Exchange, Corporate Governance Report with auditors' Certificate and Management Discussion and Analysis are attached, which forms part off this report.

32. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

33. INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 - CONSERVATION of ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy:

The activities of your company require minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

b) Technology Absorption:

The activities of the Company at present do not involve technology absorption and research and development.

c) Foreign exchange earnings and outgo:

The details of Foreign exchange earnings and outgo are detailed in Note No. 22 forming part of Accounts.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the period under review, no order had been passed by the regulators/ courts or tribunals which have an effect on the going concern status of the company and its operations.

35. FRAUD REPORTING (REQUIRED BYTHE COMPANIES AMENDMENT BILL, 2014) IF ANY:

During the period under review, there was no fraud reporting in the company.

36. DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER AMENDED CLAUSE 5AOF THE LISTING AGREEMENT:

Aggregate number of Number of Number of Aggregate number shareholders and the shareholders who shareholders to of shareholders outstanding shares approached the whom shares and the outstanding lying in the Unclaimed issuer for transfer were transferred shares lying in the Suspense Account at of shares from from the Unclaimed Suspense the beginning the of the Unclaimed Unclaimed Account year Suspense Account Suspense at the end of the during the year Account year during the year

NIL NIL NIL NIL

37. IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013:

The Company is not required to constitute Internal Complaints Committee of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as the permanent employees are less than 10. Further there are no instances of Sexual Harassment of Women under the said Act has been reported to the Company.

38. EMPLOYEE RELATIONS:

The relations of the management with staff and workers remained cordial during the entire year.

39. ACKNOWLEDGEMENT:

The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the Commix family.

On behalf of the Board of Directors



Sd/-

Ketan Sheth

Chairman and Managing Director

Date: 02/09/2015 Place: Mumbai


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Fourteenth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31s1 March, 2014.

Financial Highlights ( rs in Lakhs)

Sr Standalone Consolidated No. Particulars 31.01.2014 31.03.2013 31.03.2014 31.03.2013

1. Income from operations 2429.11 2370.01 2443.76 2392.14

2. Other Income 105.67 91.53 105.67 91.53

3. Net Total Income (1 2) 2534.77 2461.54 2549.43 2483.67

4. Employee Benefit Expencess 968.40 680.49 970.54 684.06

5. Other Expenses 1013.29 288.79 1021.52 299.12

6. EBIDTA 553.09 1492.26 557.37 1500.49

7 Less: Interest and Finance charges 2.48 66.74 2.51 66.74

8. Less: Depreciation 291.84 418.12 291.84 418.12

9. Profit before Tax (6-7-8) 258.77 1007.38 263.03 1015.60

10. Provision for Tax 52.09 173.00 52.09 173.00

Less MAT Credit (25.07) (173.00) (25.07) (173.00) Entitlement

Deferred Tax 71.23 - 71.23 -

11. Net Profit after tax (9-10)160.52 1007.38 164.78 1015.60

12. Extra Ordinary Items - - - -

13. NetProfiLoss) for period 160.52 1007.38 164.78 1015.60

14. Less: Minority Interest - - - -

Paid up Equity Share 15. Capital (Face value D2/- 3102.14 3102.14 3102.14 3102.14 per share)

16. (Earning Per Shares 0.10 0.65 0.11 0.65 Basic)





Dividend:

Your Directors is of the opinion that the company does not have sufficient profits to issue Dividend in the Current Year and therefore have not recommended any Dividend for the year under consideration

Performance Review (Consolidated Basis):

Sales increased by 2.16% from Rs. 2392.14 to Rs.2443.76

Operating EBIDTA (Earnings Before Interest, Taxes, Depreciation and Amortization) decreased by 62.85% from Rs. 1500.49 to Rs. 557.37.

Profit Before Tax (PBT) decreased by 74.10 % from Rs. 1015.60 to Rs. 263.03 Profit After Tax (PAT) decreased by 83.77% from Rs. 1015.60 to Rs. 164.78

Business Outlook:

Commex Technology Limited ("COMMEX") has successfully capitalized and transformed itself from being a mere solution and service provider in the Information Technology domain.

With a clear focus on business and technology, Commex has efficiently harnessed its decades of exposure in the IT space, the domain expertise developed and acquired by it through its various approach plans for inorganic growth. Your Company has successfully developed a state-of-the-art solution suite addressing markets in the country.

Commex continues to invest in the research and development of cutting edge IT products for its various initiatives. The in-house technology bandwidth and the domain expertise are critical success factors for the various initiatives undertaken by the company.

Fixed Deposits:

During the year under review, your Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975

Consolidated Accounts:

In accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India and section 129 and 134 of Companies Act, 2013, the consolidated accounts and cash flow are annexed to this report.

Directors:

In term of provision of section 255 and 256 of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Jayant Dolatrai Mitra, Director of the Company retires by rotation and being eligible, offers himself for re-appointment in the ensuing Annual General Meeting.

During the year, Mr. MadhukarNath Chaturvedi has resigned (w.e.f. 15th November, 2013) from the Board of the Company.

Mr. Yeshwant Jaywant Divekar was inducted on the board as Director with effect from 14th November, 2013. The brief resume / details relating to the Directors who are to be appointed / re-appointed is furnished in the Report of Corporate Governance forming part of the Annual Report.

Directors'' Responsibility Statement:

Your Directors confirm the Directors'' Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956, as under that:

- In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any ;

- 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 31st March, 2014 and profit for the year ended on that date;

- 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;

- The Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern'' basis.

Corporate Governance:

It has always been the Company''s endeavor to excel through better Corporate Governance and fair and transparent practices, many of which have already been in place even before they were mandated by the law. The Company complies with all the provisions of revised Clause 49 of the Listing Agreement. A separate report on Corporate Governance compliance is included as a part of the Annual Report along with the reports on Management Discussion and Analysis. The certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with stock exchanges is annexed to this report.

Auditors:

M/s. Gadgil& Co., Chartered Accountants, the Auditors of the Company would retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 139 of the said Act.

Auditors'' Report:

The observations made by the Auditors in their report are self-explanatory. The notes on accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments

Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange Earnings and Outgo are detailed in Note No. 22 forming a part of the Accounts.

Particulars of Employees:

Particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees)Rules, 1975 are not applicable since, none of the employee of the Company is drawing more than ^60,00,000 pa. or ^5,00,000 p.m. for the part of the year.

Secretarial Audit Report:

As directed by Securities and Exchange Board of India (SEBI) secretarial audit is being carried out at the specified periodicity by M/s. SG & Associates, the Secretarial Auditors of the Company.

The Secretarial Audit Report confirms that the Company has complied with all applicable provisions of the Companies Act, 1956, Securities Contracts (Regulation) Act, 1956 , Depositories Act, 1996, The Foreign Exchange Management Act, 1999, and all the Regulations and Guidelines of SEBI as applicable to the Company , including The Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers) Regulations, 2011, The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 , and Listing Agreement with the Stock Exchange.

Conservation of Energy:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under 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 are provided in this report.

The activities of your company require minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

Listing:

The Company''s shares continues to remain listed with Bombay Stock Exchange Limited (BSE), Mumbai, where the shares is actively traded and records healthy volume on daily basis. The Company has paid the Annual Listing Fees to the Stock Exchange for the year 2014-2015.

Dematerialization of Shares:

The shares of the Company are admitted with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). Accordingly the Shares of your Company are available for dematerialization and can be traded in Demat mode. The Company has paid charges to NSDL and CDSL for the year 2013-2014.

Acknowledgments:

Your Directors take this opportunity to thank all the shareholders of the Company, the Bankers, Registrars and Transfer Agents, Auditors, Customers, Vendors and executives of the respective agencies, for their continued support during the year.

Your Directors place on record their appreciation of all the employees and consultants of the Company for their untiring personal efforts as well as their collective contribution to the Company''s performance during the year.

By Order of the Board of Directors, Commex Technology Limited,

Ketan Sheth Chairman & Managing Director DIN: 00026117

Date : 2/9/2014 Place: Mumbai


Mar 31, 2012

Dear Members,

OVERVIEW:

FY 2011-2012 has been challenging year with unprecedented economic uncertainty in Europe, geo political upheaval in the Middle East and a slowing down of economic growth across Asia. These events had a profound effect for industrial growth across the world. I would like to thank the entire Commex team and all our esteemed clients and associates for the creative momentum, support, enterprise and commitment during the year. Commex has successfully executed various prestigious initiatives during the year, which would not have been possible without the untiring efforts of each and every member of team Commex.

With a clear focus on exchange business and technology, Commex has efficiently harnessed its decades of exposure in the IT space, the domain expertise developed and acquired by it through its various approach plans for inorganic growth. The company has successfully developed a state-of-the-art exchange solution suite addressing commodity and capital markets in the country.

Commex continues to invest in the research and development of cutting edge IT Products for its various exchange initiatives. The in-house technology bandwidth and the domain expertise are critical success factors for the various exchange initiatives undertaken by the company.

Commex has successfully promoted Universal Commodity Exchange Limited (UCX) which would be a national level multi-commodity exchange covering Agri, Bullion & Metals, Energy and others. Other shareholders in UCX include IDBI Bank Limited, Indian Farmers Fertiliser Co-operative (IFFCO), National Bank for Agriculture and Rural Development (NABARD), Rural Electrification Corporation Limited (REC). Apart from UCX, the company has also extended its reach to the spot markets through its spot exchange which is a new initiative in the field of commodity exchange business in the country. UCX would be a full- fledged commodity Exchange for Agro, Bullion, Energy & other Commodities for futures & derivatives markets. The company has also ventured into the spot markets, as an extension of its exchange focus. Apart from the sustained efforts to enhance the company's technology capabilities in the capital & commodities markets, the company also has ventured into the infrastructure services vertical which is expected to substantially benefit the company in its various exchange and allied initiatives.

Thank you for reposing your faith in the Company. I also thank the very committed members of the Commex Team and the Company's business associates for their continued support. My team and I look forward to the challenges of delivering sustainable and profitable growth in the years ahead with confidence. I look forward to your continued support. With warm regards,

sd/- Ketan Sheth

Chairman





Dear Members,

Your Directors have pleasure in presenting their Twelveth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2012.

Financial Highlight (Rs. in Lacs)

Sr. Standalone Consolidated No. Particulars 31.03.2012 31.03.2011 31.03.2012 31.03.2011

1. Income from operations 1414.41 953.03 1425.63 976.25

2. Other Income 88.62 245.71 88.62 245.71

3. Net Total Income (1 2) 1503.03 1198.74 1514.25 1221.96

4. Employee Benefit Expenses 490.51 242.18 490.50 246.05

5. Other Expenses 59.36 525.41 68.55 538.01

6. EBITA 953.16 431.15 955.20 437.90

7. Less: Interest and Finance 22.31 0.39 22.33 0.45 charges

8. Less: Depreciation 284.37 93.60 284.37 93.60

9. Profit before Tax (6-7-8) 646.48 337.16 648.50 343.84

10. Provision for Tax 40.00 57.08 40.00 57.07

11. Net Profit after tax (9-10) 606.48 280.01 608.50 286.76

12. Extra Ordinary Items - - - -

13. Net Profit/(Loss) for period 606.48 280.01 608.50 286.76 (11-12)

14. Less: Minority Interest - - - -

15. Paid up Equity Share 3102.14 3102.14 3102.14 3102.14 Capital (Face value Rs..2/- per share)

16. Reserves Excluding 8036.52 7650.97 7028.37 6992.05 Revaluation Reserve

17. Earning Per Shares (Basic) 0.39 0.42 0.58 0.27

18. Earning Per Shares 0.39 0.42 0.58 0.27 (Diluted)

DIVIDEND:

The Directors declare has recommended a dividend of Rs. 0.12 Paisa per share (i.e. 6%) amounting to Rs.22.52 Million including dividend distribution tax, (previous year Rs.0.10 Paisa per equity Shares (%) amounting to Rs.18.86 including dividend distribution tax)

PERFORMANCE REVIEW (CONSOLIDATED BASIS):

- Sales increased by 46.03% from Rs. 97.63 Millions to Rs.142.56 Millions.

- Operating EBIDTA (Earnings Before Interest, Taxes, Depreciation and Amortization) increased by 118.13% from Rs.43.79 Millions to Rs.95.52 Millions.

- Profit Before Tax (PBT) increased by 88.61% from Rs. 34.38 Millions to Rs.64.85 Millions.

- Profit After Tax (PAT) increased by 112.20 % from Rs.28.68 Millions to Rs. 60.85 Millions.

BUSINESS OUTLOOK:

Commex Technology Limited has successfully capitalized and transformed itself from being a mere solution and service provider in the Information Technology domain to the holding entity of various exchanges which would operate at a national level.

With a clear focus on exchange business and technology, Commex has efficiently harnessed its decades of exposure in the IT space, the domain expertise developed and acquired by it through its various approach plans for inorganic growth. Your Company has successfully developed a state-of-the-art exchange solution suite addressing commodity and capital markets in the country.

Commex Technology Limited continues to invest in the research and development of cutting edge IT products for its various exchange initiatives. The in-house technology bandwidth and the domain expertise are critical success factors for the various exchange initiatives undertaken by the company.

Commex has successfully promoted Universal Commodity Exchange Limited (UCX) which would be a national level multi-commodity exchange covering Agri, Bullion & Metals, Energy and others. Other shareholders in UCX include IDBI Bank Limited, Indian Farmers Fertiliser Co-operative (IFFCO), National Bank for

Agriculture and Rural Development (NABARD), Rural Electrification Corporation Limited (REC). Apart from UCX, the company has also extended its reach to the spot markets through its spot exchange is a new initiative in the field of commodity exchange business in the country. UCX would be a full-fledged commodity Exchange for Agro, Bullion, Energy & other Commodities for futures & derivatives markets. The company has also ventured into the spot markets, as an extension of its exchange focus. Apart from the sustained efforts to enhance the company's technology capabilities in the capital & commodities markets, the company also has ventured into the infrastructure services vertical which is expected to substantially benefit the company in its various exchange and allied initiatives.

FIXED DEPOSITS:

During the year under review, your Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CONSOLIDATED ACCOUNTS:

In accordance with the requirements of Accounting Standards AS-21, prescribed by the Institute of Chartered Accountants of India, the consolidated accounts and cash flow are annexed to this report.

Pursuant to the provision of section 212 of the Companies Act, 1956, the Ministry of Corporate affairs vide its General Circular no. 2/2011 dated February 8th, 2011 has granted a general exemption subject to certain conditions to holding Companies from complying with the provision of Section 212 of the Act which required the attaching of the Balance Sheet and profit and Loss Account and other documents of its subsidiary Companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report.

The Company will make available at any point of time the said annual accounts and related detailed information of the subsidiary companies upon request by any member of the Company or its subsidiary companies and the same will also be kept open for inspection by any member at the Head Office of the Company and the subsidiary companies.

DIRECTORS:

In term of provision of section 255 and 256 of the Companies Act, 1956, read with the Articles of Association of the Company, Madhukar Nath Chaturvedi Director of the Company retires by rotation and being eligible, offers himself for re- appointment in the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors' confirm the Directors' Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956, as under that:

- in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any ;

- 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 31st march, 2012 and profit for the year ended on that date;

- 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;

- the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

CORPORATE GOVERNANCE:

It has always been the Company's endeavour to excel through better Corporate Governance and fair and transparent practices, many of which have already been in place even before they were mandated by the law. The Company complies with all the provisions of revised Clause 49 of the Listing Agreement. A separate report on Corporate Governance compliance is included as a part of the Annual Report along with the reports on Management Discussion and Analysis. The certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with stock exchanges is annexed to this report.

AUDITORS:

M/s. Gadgil & Co., Chartered Accountants, the Auditors of the Company would retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Company has received letters from them to the effect that their re- appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re- appointment within the meaning of Section 226 of the said Act.

AUDITORS' REPORT:

The observations made by the Auditors in their report are self-explanatory. The notes on accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of Foreign Exchange Earnings and Outgo are detailed in Note No. 22 forming a part of the Accounts.

PARTICULARS OF EMPLOYEES:

Particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees)Rules, 1975 are not applicable since, none of the employee of the Company is drawing more than Rs. 60,00,000 p.a. or Rs. 5,00,000 p.m. for the part of the year.

SECRETARIAL AUDIT REPORT

As directed by Securities and Exchange Board of India (SEBI) secretarial audit is being carried out at the specified periodicity by M/s. SG and Associates, the Secretarial Auditors of the Company.

The Secretarial Audit Report confirms that the Company has complied with all applicable provisions of the Companies Act, 1956, Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, The Foreign Exchange Management Act, 1999, and all the Regulations and Guidelines of SEBI as applicable to the Company , including The Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers) Regulations, 2011, The Securities and Exchange Board of India (Prohibition of Insider Trading ) Regulations, 1992 , and Listing Agreement with the Stock Exchange.

CONSERVATION OF ENERGY:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under 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 are provided in this report.

The activities of your company require minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

LISTING:

The Company 's shares continues to remain listed with Bombay Stock Exchange Limited (BSE), Mumbai, where the shares is actively traded and records healthy volume on daily basis The Company has paid the Annual Listing Fees to the Stock Exchange for the year 2012-2013.

DEMATERIALIZATION OF SHARES:

The shares of the Company are admitted with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and also listed with the Bombay Stock Exchange Limited. Accordingly the Shares of your Company are available for dematerialization and can be traded in Demat mode.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to thank all the shareholders of the Company, the Bankers, Registrars and Transfer Agents, Auditors, Customers, Vendors and executives of the respective agencies, for their continued support during the year.

Your Directors place on record their appreciation of all the employees and consultants of the Company for their untiring personal efforts as well as their collective contribution to the Company's performance during the year.

Date: 30th August, 2012 By Order of the Board of Directors

Place: Navi Mumbai sd/-

Ketan Sheth Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors hereby present the 11th Annual Report of your company along with the consolidated Profit and Loss Account for the year ended on 31st March, 2011 and the Balance Sheet as on that date and Auditors' Report thereon.

Financial Highlight

Particulars Financial Year ended Financial Year ended

31st March 2011 31st March 2010

(Rs. In Lacs) (Rs. In Lacs)

Consolidated Standalone Consolidated Standalone

Income from operations 976.24 953.02 680.66 671.73

Other income 245.71 245.70 86.73 867.25

Total Income 1221.95 1198.73 767.39 758.45

Less : Operating Expenses 340.27 323.80 251.84 244.64

Operating Profit 881.67 874.93 515.54 513.81

Less : Financial Expenses 0.45 0.38 0.44 0.41

Less: Depreciation 93.60 93.60 122.69 122.69

Less Misc. Expenses Written off - - 2.10 -

Profit Before Tax 787.62 780.94 390.30 390.71

Provision for Current Tax - - 0.18 -

Deferred Tax [Credit] / Expense 57.06 57.06 - -

Income Tax (Interest on TDS) 0.01 0.01 0.20 0.02

Income Tax (Earlier Years] - - 0.88 0.88

Provision/Earlier Year Expenses W/off - - (24.91) (29.31)

Prior Period Income (Loss] - - (0.11) (0.11)

Foreign Exchange Gain/ Loss/Provision 443.78 443.78 - -

Provision for Diminution in Investment - - (3108.14) -

Transfer to General Reserve - - - (3108.14)

Proflt/(Loss) after tax 286.77 280.09 3521.96 3526.97

Appropriations

Proposed Dividend 155.10 155.10 - -

Provision for dividend Distribution Tax 25.76 25.76 - -

Less Balance brought forward from previous year (1848.23) (774.23) (5370.20) (4301.20)

Balance carried to Balance Sheet (1742.34) (675.01) (1848.23) (774.23)

Operating Results and Profits:

During the financial year 2010-11, your Company earned total revenue ofRs.. 1221.95 lacs compared with Rs..767.39 lacs during the previous financial year 2009-10. The Operating Profit for the financial year ended on 31st March, 2011 stood at Rs.. 881.67 lacs as against Rs..515.54 Lacs in the previous year.

The Company incurred net profit of Rs..286.77 lacs in the current year as against profit of Rs..3521.96 lacs in the previous year.

Dividend:

Your directors have decided to reward the Shareholders by proposing a token Dividend to commemorate the launching of the National level "Universal Commodity Exchange Ltd." (UCX). Subject to the members approval, the dividend of 5% i.e. X. 0.10 per equity share to be appropriated for the financial year 2010-11

Business Outlook:

IT People (India) Limited has successfully capitalized and transformed itself from being a mere solution and service provider in the Information Technology domain to the holding entity of various exchanges which would operate at a national level.

With a clear focus on exchange business and technology, IT People has efficiently harnessed its decades of exposure in the IT space, the domain expertise developed and acquired by it through its various approach plans for inorganic growth. The company has successfully developed a state-of-the-art exchange solution suite addressing commodity and capital markets in the country.

IT People continues to invest in the research and development of cutting edge IT products for its various exchange initiatives. The in-house technology bandwidth and the domain expertise are critical success factors for the various exchange initiatives undertaken by the company.

IT People has successfully promoted Universal Commodity Exchange Ltd (UCX) which would be a national level multi-commodity exchange covering Agri, Bullion & Metals, Energy and others. Other shareholders in UCX include IDBI Bank Limited and Indian Farmers Fertiliser Cooperative (IFFCO), etc. Apart from UCX, the company has also extended its reach to the spot markets through its spot exchange initiative: Indian Bullion Spot Exchange (IBSX). IBSX would is the first of its kind initiative addressing the bullion spot markets in the country. Apart from the above, the company has also ventured into the infrastructure services vertical which is expected to substantially benefit the company in its various exchange and allied initiatives.

Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai. The Company has paid the Annual Listing Fees to the Stock Exchange for the year 2011- 2012.The Company had initiated the application process for listing at Premier Institute National Stock Exchange (NSE] to enhance credibility of IT People (India ] Limited. Your Company is expected to get the approval from NSE. The Company has also listed its shares at Luxemburg Stock exchange for the purpose of GDR issued in May, 2009.

Director's Responsibility Statement:

Your Directors confirm the Directors' Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956, as under that:

In preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for the year under review;

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;

The Directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

Cash Flow Statement:

The cash flow statement for the year 2010-2011 is attached to the Balance Sheet.

Corporate Governance Report and Management discussion and Analysis Statement

Corporate Governance Report and Management discussion and Analysis statement are attached to this report

Directors:

i. Mr. M.N. Chaturvedi was appointed as an Additional Director of the Company pursuant to section 260 of the Companies Act, 1956 with effect from 1st February, 2011. He would hold office of directorship up to the date of ensuing Annual General

Meeting and is eligible for appointment as Director.

ii. Mr. Suhas Ganpule resigned from the directorship with effect from 11* September 2010.

iii. Mr. Ranjit Prabhu resigned from the directorship with effect from 1st February 2011.

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Kishore Hegde retires by rotation and being eligible, offers himself for re-appointment in the ensuing Annual General Meeting.

Subsidiary Companies and Consolidated Financial Statements

The Company has 6 subsidiaries as herewith stated in Corporate Governance Report.

There has been no material change in the nature of the business of the subsidiaries.

As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 ("Act"). These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate companies.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8,2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31,2011 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies.

The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.

Dematerialization of Shares:

The shares of the Company are admitted with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and are also listed with the Bombay Stock exchange Limited. Accordingly the Shares of your Company are available for dematerialization and can be traded in Demat mode.

Fixed Deposits:

The Company has not accepted any Fixed Deposits under Section 58A of the Companies Act, 1956 during the year under review.

Employee Relations:

Employee relations during the year at all levels of the organization were satisfactory. The Board wishes to place on record its sincere appreciation for the devoted efforts put in by all the company's employees for achieving good results under challenging conditions.

Particulars of Employees:

Information as required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended forms part of this report has not been given as Company has no employees drawing salary more than the specified limit.

Auditors/ Auditors' Report:

M/s. Gadgil & Co., Chartered Accountants, the Auditors of the Company would retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The observations made by the Auditors in their report are self-explanatory. The notes on accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

Conservation of Energy:

The activities of your company require minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange Earnings and Outgo are detailed in Schedule 14 to the Notes forming a part of the Accounts.

Corporate Governance:

The Company is taking adequate steps to ensure that the entire mandatory provisions of Corporate Governance, as prescribed under the listing agreement of the Stock Exchange, are complied with.

Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange in India forms part of the Annual Report.

A certificate from SG & Associates, Practicing Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 is annexed to this Report.

Management Discussion & Analysis:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the listing Agreement with Stock Exchange in India, is presented in a separate section forming part of this Annual Report.

Acknowledgments:

Your Directors take this opportunity to thank all the shareholders of the Company, the Bankers, Registrars and Transfer Agents, Auditors, Customers, Vendors and executives of the respective agencies, for their continued support during the year.

Your Directors place on record their appreciation of all the employees and consultants of the Company for their untiring personal efforts as well as their collective contribution to the Company's performance during the year.

Date: 2nd September, 2011 By order of the Board of Directors

Place: Mumbai For IT People (India) Ltd.

sd/-

Registered Office: Ketan Sheth

IT People (India) Limited Chairman & Managing Director

3A Udyog Nagar, S V Road,

Goregaon West, Mumbai-400062


Mar 31, 2010

The Directors hereby present the Tenth Annual Report of your company along with the consolidated Profit and Loss Account for the year ended on 31st March, 2010 and the Balance Sheet as on that date and Auditors Report thereon.

Financial Highlights

The highlights of your companys consolidated financial results for the period ended March 31, 2010 are as follows:

Financial Financial Year Ended Year Ended Particulars 31st March 2010 31st March 2009 (Rs. in Lacs) (Rs.. in Lacs)

Income from Operations 680.67 926.30

Other Income 86.73 90.87

Total Income 767.39 1017.18

Less : Operating Expenses 251.84 750.72

Operating Profit 515.55 266.46

Less: Financial Expenses 0.44 15.36 Less: Depreciation 122.69 1189.44

Misc. Expenses Written off 87.76

"Profit Before Tax 392.41 (1026.10)

Provision For Fringe Benefit Tax - 1.17

Add: Deferred Tax credit - (13.30)

1. Income Tax (Interest on TDS) O20 034

Income Tax (Earlier Years) 0.89 3.13

Provision / Earlier Year Expenses W/off (24.91) (13.68) Prior Period Income (Loss) (0.11) 4.46

Provision for Diminution in Investment - 3108.14

Value Profty(Loss) after Tax 3524.08 (4656.88)

Profit/ (Loss) brought forward from (5370.21) (713.33)

previous year

Balance carried to Balance Sheet (1846.13) (5370.21)

Operating Results and Profits:

During the financial year 2009-10, your Company earned total revenue of Rs. 767.39 lakhs compared with Rs.1017.18 lakhs during the previous financial year 2008-09. The Operating Profit for the financial year ended on 31st March, 2010 stood at Rs. 515.55 lakhs as against Rs. 266.46 Lakhs in the previous year, which has been increased by 93.49% over corresponding figures of the previous year. The Company incurred net profit of Rs. 3524.08 lakhs in the current year as against loss of Rs.4656.88 lakhs in the previous year. There was significant decline in the Income due to overall recession faced on global level.

Taking into consideration the present market conditions which is yet to recover from the impact of recent recession and to conserve the resources for future expansion of business, your Directors do not recommend any divided on equity shares for the financial year under review.

Business Outlook:

IT People (India) Limited is a Company with a clear focus on exchange business which ranges from futures & derivatives market to spot markets. The company also promotes Software Products and Solutions to Capital and Commodities Markets and IT consulting services and solutions to companies worldwide. The Software Products include Products, Solutions and Services division for the Financial and Capital Markets addressing Stock and Commodities Exchanges and Financial Services in India and overseas.

The company has made significant progress in the development and research of cutting edge IT products with a focus on Exchange solutions for the Commodities & Capital Market. In-house technology bandwidth in the development and research areas are critical success factors in the exchange space. The deep domain technology expertise of the company in the Exchange space for the Capital, Commodities & Currency Markets, would play crucial roles in the success of the various exchange initiatives undertaken by IT People.

The company has ventured into exchange space through its proposed national level commodity exchange initiative: Universal Commodity Exchange Limited (UCX). UCX is a new initiative in the field of commodity exchange business in the country. UCX would be a full fledged commodity Exchange for Agro, Bullion, Energy & other Commodities for futures & derivatives markets.

As a part of its exchange initiatives, the company intends to launch state-of-the-art, Online - SPOT - trading platform for Gold & Silver: Indian Bullion Spot Exchange Limiteds (IBSX). Apart from the sustained efforts to enhance the companys technology capabilities in the capital & commodities markets, the company also has ventured into the infrastructure services vertical which is expected to substantially benefit the company in its various exchange and allied initiatives.

Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai. The Company has paid the Annual Listing Fees to the Stock Exchange for the year 2009-2010.The Company had initiated the application process for listing at Premier Institute of National Stock Exchange (NSE) to enhance credibility of IT People (India ) Limited. Your Company is expected to get the approval from NSE shortly as the process is in its final stage. The Company has also listed its shares at Luxemburg Stock exchange for the purpose of GDR issued in May, 2009.

Directors Responsibility Statement:

Your Directors confirm the Directors Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956, as under that:

- In preparation of the accounts for the financial year ended 31s March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for the year under review;

- 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;

- The Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

Cash Flow Statement:

The cash flow statement for the year 2009 - 2010 is attached to the Balance Sheet.

Directors:

Mr. Ranjit Prabhu was appointed as an Additional Director of the Company pursuant to section 260 of the Companies Act, 1956 with effect from 15th May, 2010. Mr. Ranjit Prabhu would hold office of directorship up to the date of ensuing Annual General Meeting and is eligible for appointment as Director.

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Kishore Hegde retires by rotation and being eligible, offers himself for re-appointment in the ensuing Annual General Meeting.

Dematerialization of Shares:

The shares of the Company are admitted with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). New shares issued by the Company pursuant to Scheme of Amalgamation and issue of GDR are also admitted with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and are also listed with the Bombay Stock exchange Limited. Accordingly the Shares of your Company are available for dematerialization and can be traded in Demat mode.

Fixed Deposits:

The Company has not accepted any Fixed Deposits under Section 58A of the Companies Act, 1956 during the year under review.

Employee Relations:

Employee relations during the year at all levels of the organization were satisfactory. The Board wishes to place on record its sincere appreciation for the devoted efforts put in by all the companys employees for achieving good results under challenging conditions.

Particulars of Employees:

Information as required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended forms part of this report has not been given as Company has no employees drawing salary more than the specified limit.

Auditors/ Auditors Report:

M/s. Gadgil & Co., Chartered Accountants, the Auditors of the Company would retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The observations made by the Auditors in their report are self-explanatory. The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

Conservation of Energy:

The activities of your company require minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange Earnings and Outgo are detailed in Schedule 14 - Notes forming a part of the Accounts.

Corporate Governance:

The Company is taking adequate steps to ensure that the entire mandatory provisions of Corporate Governance, as prescribed under the listing agreement of the Stock Exchange, are complied with.

Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange in India forms part of the Annual Report.

A certificate from the Practicing Company Secretaries,. Mrs. Sweta Poddar, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 is annexed to this Report.

Management Discussion & Analysis:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the listing Agreement with Stock Exchange in India, is presented in a separate section forming part of this Annual Report.

Acknowledgments:

Your Directors take this opportunity to thank all the shareholders of the Company, the Bankers, Registrars and Transfer Agents, Auditors, Customers, Vendors and executives of the respective agencies, for their continued support during the year.

Your Directors place on record their appreciation of all the employees and consultants of the Company for their untiring personal efforts as well as their collective contribution to the Companys performance during the year inspite of the prevailing market conditions.

By order of the Board of Directors



Ketan Sheth

Chairman & Managing Director

Date: 28th August, 2010

Place: Mumbai




Mar 31, 2009

The Directors have pleasure in presenting the Ninth Annual Report of your company along with the consolidated Profit and Loss Account for the year ended on 31st March, 2009 and the Balance Sheet as on that date and Auditors Report thereon.

Financial Highlights

The highlights of your companys consolidated financial results for the period ended March 31, 2009 are as follows:

(Rs. in Lakhs)

Particulars Financial Year Financial Year

ended March 31, 2009 Ended March 31, 2008

Consolidated Consolidated

Income from Operations 926.30 2,431.02

Other Income 90.87 165.97

Total Income 1,017.18 2,596.99

Less : Operating Expenses 750.72 1,858.68

Operating Profit 266.46 738.32

Less: Financial Expenses 15.36 97.51

Less: Depreciation 1,189.44 1,073.61

Misc. Expenses Written off 87.76 1.04

Profit Before Tax (1,026.10) (433.85)

Provision For Fringe Benefit Tax 1.17 1.99

Add: Deferred Tax credit (13.30). 0.00

Income Tax (Interest on TDS) 0.34 0.00

Income Tax (Earlier Years) 3.13 0.00

Provision / Earlier Year Expenses W/off (13.68) 77.04

FPO Expenses W/off . 0.00 204.91

Prior Period Income (Loss) 4.46 4.46

Provision for doubtful Advances 0.00 0.00

Provision for Diminution in Investment Value 3,108.14 0.00

Profit/(Loss) after Tax (4,656.88) (713.33)

Profit/ (Loss) brought forward from previous year (713.33) 0

Balance carried to Balance Sheet (5,370.21) (713.33)



The consolidated financial results for the current year include the business performance of IT People (India) Ltd. & Orient Information Technology Ltd. consequent to the Scheme of Amalgamation.

Operating Results and Profits:

During the financial year 2008-09, your Company earned total revenue of Rs. 1017.18. lakhs compared with Rs. 2596.99 lakhs during the previous financial year 2007-08,. Operating Profit for the financial year ended 31st March, 2009 stood at Rs. 266.46 lakhs as against Rs. 738.32 lakhs in the previous year, which has been reduced by 177.08 % over corresponding figures of the previous year. The Company incurred net loss of Rs. 4656.88 lakhs in the current year as against Rs. 713.33 lakhs in the previous year. There was a significant decline in the Income due to overall recession faced on global level.

Dividend:

Taking into consideration the present market conditions and recession, to conserve the resources for future expansion of business, your Directors do not recommend any divided on equity shares for the financial year under review.

Business Outlook

The Company provides Solutions and IT Consulting services and has introduced various innovative service extensions for its reputed global clients with a focus on key technologies and by offering Extended Delivery Centers along with conventional Onsite & Off-site Consulting services.

Scheme of Amalgamation and Merger

The Scheme of Arrangement between Orient Information Technology Limited (OITL) and IT People (India) Limited (ITPL) received final Court order on December 3, 2008 and the same was approved by the Board of Directors at its meeting held on December 5, 2008. The Court order was duly filed with Registrar of Companies and other regulatory authorities. The Shareholders of the Orient Information Technology Limited (OITL) were issued shares of IT People (India) Limited in the exchange ratio as per the Scheme of Amalgamation.

Global Depository Receipts (GDRs)

Your Directors had proposed to raise funds by way of issuance of Global Depository Receipts, ( GDR) and same was approved by special resolution by the Shareholders at their Meeting held on 12th November 2007. The Company had kept the same GDR on hold taking into consideration the prevailing market conditions. Further in the year 2009 Company needed the funds for various expansion and strategic activities of the Company and issued 1,906,790 GDR at the rate of 5.24$ per GDR. The Company issued 50 underlying Equity Shares for each GDR. Company is planning to invest the resources so raised , subject to compliance with and as permitted under, applicable laws and regulations for payment of current acquisition of Market Place Technologies Private Limited, for taking up new product initiatives, invest in Exchange Business, General Corporate Expenses and long term capital expenses.

Listing

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai. The Company has paid the Annual Listing Fees to the Stock Exchange for the year 2009-2010.The Company had initiated the application process for listing at Premier Institute of National Stock Exchange (NSE) to enhance credibility of IT People (India ) Limited. Your Company is expected to get the approval from NSE shortly as the process is in its final stage. IT People (India) Limited is expected to be listed at the NSE in the short period of time.

Directors Responsibility Statement

Your directors confirm the Directors Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956, as under that::

i. In preparation of the accounts for the financial year ended 31st March, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for the year under review;

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;

iv. The Directors have prepared the accounts for the financial year ended 31st March, 2009 on a going concern basis.

Cash Flow Statement

The cash flow statement for the year 2008 - 2009 is attached to the Balance Sheet. Directors:

Mr. Hemant Sonawala, Non executive director, resigned from directorship w.e.f. 31st October, 2008. Mr. Adi Cooper Vice president and wndie time director wYiose term o employment expired on October 10, 2008 do not offer himself for reappointment. Your Directors wish to place on record their appreciation for the valuable service and guidance given by, Mr. Adi Cooper and Mr. Hemant Sonawala during the tenure of their Directorship with the Company. Dematerialization of Shares me snares or me company are admitted with National Securities Depository Limited (fi/SOL) and Central Depository Services Limited (CDSL). New shares issued by the Company pursuant to Scheme of Amalgamation and issue of GDR are also admitted with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and are also listed with the Bombay Stock exchange Limited. Accordingly the Shares of your Company are available for dematerialization and can be traded in Demat mode.

Fixed Deposits

The Company has not accepted any Fixed Deposits under Section 58A of the Companies Act, 1956 during the year under review.

Employee Relations

Employee relations during the year at all levels of the organization were satisfactory. The Board wishes to place on record its sincere appreciation for the devoted efforts put in by all the companys employees for achieving good results under challenging conditions. The permanent employees strength as on March 31, 2009 was 38.

Particulars of Employees

Information as required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of the employees drawing remuneration of Rs. 24 lacs per annum or Rs. 2 lacs per month as the case may be is set out in the Annexure I to the Directors Report.

Auditors/Auditors Report

M/s. Gadgil & Co., Chartered Accountants, the Auditors of the company would retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The observations made by the Auditors in their report are self-explanatory. The Management of the Company is taking appropriate steps to resolve the same at the earliest.

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further, comments.

Conservation of Energy

The activities of your company require minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are detailed in Schedule 16 - Notes forming a part of the Accounts.

Corporate Governance

The Company is taking adequate steps to ensure that the entire mandatory provisions of Corporate Governance, as prescribed under the listing agreement of the Stock Exchange, are complied with

Report on Corporate Governance as stipulated Under clause 49 of the Listing Agreement with the Stock Excnarig in india forms part of the Annual Report.

A certtfieate from the Practicing Company Secretaries, Mrs. Sweta Poddar, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49, is annexed to this Report.

Management Discussion & Analysis

Management (discussion and Analysis Report for the year under review, as stipulated under clause. 49 of the listing-Agreement with Stock Exchange in India, is presented in a separate section forming part of this Annual Report.

Acknowledgments

Your directors take this opportunity to thank all the shareholders of the Company, the Bankers, Registrars and Transfer Agents, Auditors, Customers, Vendors and executives of the respective agencies, for their continued support during the year.

Your Directorsplace on record their appreciation of all the employees and consultants of the company for their untiring personal efforts as well as their collective contribution to the Companys performance during the year Inspite of the prevailing market conditions

For and on behalf of the Board

Ketan Sheth

(Chairman & Managing Director)

Place: Mumbai

Date:-1st August, 2009





 
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