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Directors Report of Indian Infotech & Software Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their THIRTY THIRD ANNUAL REPORT on the business and operations of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS:

Particulars 31.03.2015 31.03.2015 Consolidated Standalone

Income from sales & Other Sources 82,51,27,634 132786138

Expenses & Depreciation 81,65,96,518 125763351

Net Profit/ (Loss) before Taxation 85,31,116 7022787

Provision for Taxation 29,32,630 2228000

Deferred Taxation Assets (2628) (2628)

Profit/ (Loss) after Taxation. 56,01,114 4797415

Particulars 31.03.2014 Consolidated

Income from sales & Other Sources 56,72,65,746

Expenses & Depreciation 55,63,83,813

Net Profit/ (Loss) before Taxation 1,08,81,933

Provision for Taxation 33,62,090

Deferred Taxation Assets (7,766)

Profit/ (Loss) after Taxation. 75,27,609

OPERATIONS:

The Company has earned Consolidated profit after tax of Rs. 56,01,114/- during the current financial year ended on 31.03.2015 as against Consolidated profit after tax of Rs. 75,27,609/- earned during the previous financial year ended on 3103.2014. Profit before tax is 85,31,116/- during the current financial year ended on 31.03.2015 as compared to 1,08,81,933/- in previous year ended on 31.03.2014.

DIVIDEND:

Board of Directors does not recommend any dividend for the year under review.

DIRECTORS:

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

During the year under review the following director's was on the Board of the company:

Sr. Name of Director Designation Date of No. Appointment

1 Mr. Kamal Nayan Sharma Managing Director 25/10/2011 (w.e.f. 14/02/2014) (Managing Director w.e.f. 14/02/2014)

2 Mr. Mukunnd Bhardwaj Executive Director 10/10/2013

3 Ms. Deepa Dalmia Independent Director 17/12/2012

4 Ms. Varsha Murarka Independent Director 13/02/2012

5 Mr. Pankaj Dawar Independent Additional 29/12/2014 Director

During the year under review the following director's Appointed on the Board of the company:

*Mr. Pankaj Dawar, Appointed as an Additional Director of the Company on 29/12/2014.

RETIRE BY ROTATION:

Mr. Mukunnd Bhardwaj, (DIN 05204125) Director, who retires by rotation and being eligible offers himself for re-appointment as Director of the Company.

AUDITORS:

M/s. Sanjay N. Shah & Co., Chartered Accountants (FRN: 124897W), are propose to be re-appointed as Statutory Auditors of the Company from the conclusion of the (33rd AGM) ensuing Annual General Meeting till the conclusion of the (34th AGM) next Annual General Meeting, as required under section 139 (1) of the Companies Act, 2013, company has obtained a written consent from M/s. Sanjay N. Shah & Co. to such appointment and also a Certificate to the effect that their appointment, if made, would be in accordance with section 139 (1) of the Companies Act, 2013 and the rules made there under.

AUDITOR'S REPORT:

The observations made in the Auditor's Report are dealt with separately by Notes on Accounts. These are self explanatory and do not call for any further comments.

DEPOSITS:

During the year under report the company has neither invited nor accepted any public fixed deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 and rules made there under.

CORPORATE GOVERNANCE

As per the directions of SEBI and the Bombay Stock Exchange Ltd., accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2015, the Board consists of 5 members. Out of which one is the Managing Director, One is Executive Director & CFO, two Independent Directors and Additional Independent Director on the Board of the Company.

The policy of the Company on directors' appointment and remuneration, including criteria for determining Experience, qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration decision to the directors is subject to approval and as per the terms laid out in the nomination and remuneration policy of the Company.

TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations policies, service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act, 2013; and

(d) SEBI Insider Trading Regulation, 2015;

(e) NBFC norms and regulation applicable on the Company.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment as a director.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 (Six) times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

COMMITTEES OF THE BOARD

Currently, the Board has five committees:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stake Holders Relationship Committee,

4. Share Transfer Committee,

5. Risk Management Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

* holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

* is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-

* a firm of auditors or company secretaries in practice of the company or its holding, subsidiary or associate company; or

ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL COMPANIES (RESERVE BANK) DIRECTIVES. 1998.

The relevant provisions, for disclosure in the Director's Report, of Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India are not applicable, as the Company is not holding any public deposits.

ADDITIONAL INFORMATION:

Part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are Nil. There were no foreign exchange earnings and out go during the year.

DIRECTOR'S RESPONSIBILITY STATEMENT:

AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013 THE DIRECTORS CONFIRM THAT:

In the presentation of the Annual Accounts, the applicable Accounting Standards have been followed and financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.

GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

There are no material departures from prescribed accounting standards in the adoption of these standards. The directors hereby confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

2. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

3. 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 at the end of the financial year and of the profit and loss of the Company for that period.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

6. The directors have laid down internal financial controls, which are adequate and are operating effectively.

SECRETARIAL AUDITOR

M/s. Vinesh K Shah, Practicing Company Secretaries, Mumbai was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report and part of the Board's report as "Annexure -1".

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In pursuant of the provisions of Section 135 of the Companies Act, 2013, the CSR provision are not applicable to the Company.

SUBSIDIARY COMPANIES

The Company has two subsidiaries named as follows:

1. Intent Fashions Pvt. Ltd.

2. Aries Designers Pvt. Ltd.

Summery result of the above subsidiary companies is given separately, details of subsidiary companies given separately in AOC-1 as "Annexure-3".

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.indianinfotechandsoftwareltd.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDERS

Honorable High Court Delhi in the matter of CO.APP. 13/2014 & CM Nos. 4110 & 14851/2014, Order dated 11th December, 2014. In the matter of CRB Trustee Ltd. A/c CRB Mutual Funds Vs. Company(Indian Info tech and Software Limited), to re-issue/re-allot forfeited shares which was forfeited from Folio CRB Trustee Ltd. A/c CRB Mutual Funds vide folio number - 405, Distinctive Number 0001367952-0001582800, Number of Shares forfeited - 214849 of Rs. 10 face value, Amount Forfeited Rs. 5,37,122.5/- ( Forfeited @ Rs. 2.5/- per share on 214849 equity shares) dated 23rd November, 2010.

The Company is in the process of complying the said order of Honorable High Court Delhi in the matter of CO.APP. 13/2014 & CM Nos. 4110 & 14851/2014, Order dated 11th December to re-issue/re-allot 2148490 equity shares of Re. 1/- each face value to CRB Trustee Ltd. A/c CRB Mutual Fund.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

EXTRACT OF ANNUAL RETURNS

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as "Annexure -2"

1. The Paid up capital of the Company is Rs. 1,003,441,010.00/- consisting of 1,003,441,010 equity shares of face value of Re.1/- each.

2. The Board of Directors of the company consists of 5 Directors namely Mr. Kamal Nayan Sharma Managing Director, Mr. Mukund Bhardwaj Executive Director & CFO, Ms. Varsha Murarka Independent Director, Ms. Deepa Dalmia Independent Director and Mr. Pankaj Dawar Independent Additional Director of the Company.

3. The secured debt of the company is Nil.

4. The Promoters holding is consists of 25,14,05,500 equity shares of Rs.1/- each amounting to 25.05%.

5. There was no un-paid dividend during the year.

ANNEXURE TO THE DIRECTOR'S REPORT

Statements of Particulars under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGY Not Applicable.

B. TECHNOLOGY ABSORPTION Not Applicable.

C. FOREIGN EXCHANGE EARNING AND OUTGO Rs. NIL

ON BEHALF OF THE BOARD OF DIRECTORS Date: 14th August, 2015 Sd/- Kamal Nayan Sharma Registered Office: Managing Director D-207, Crystal Plaza, (DIN 03405150) Opposite Infinity Mall, New Link Road, Andheri (W), Mumbai - 400053






Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their THIRTY SECOND ANNUAL REPORT on the business and operations of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

31st March,2014 31st March,2014 31st March,2013 Consolidated Standalone Consolidated

Income from sales & Other Sources 56,72,65,746 14,40,12,476 20,28,58,903

Expenses & Depreciation 55,63,83,814 13,79,91,679 19,88,16,381

Net Profit/ (Loss) before Taxation 1,08,81,932 60,20,796 40,42,522

Provision for Taxation 33,62,090 18,60,000 12,56,122

Excess Provision for Income Tax ( written back)

Deferred Taxation Assets (7766) (7,766) 47,363

Profit/ (Loss) after Taxation. 75,27,608 41,68,562 27,39,037

Add: balance b/f from previous year (1,10,75,863) (1,20,24,950) (1,38,14,900)

Balance carried to Balance Sheet (70,67,567) (1,12,68,514) (1,10,75,863)

2. OPERATIONS:

During the year under Report the Company has earned an income as follows:

Particulars 2013-14 2013-14 2012-13 Consolidated Standalone Consolidated

Total Revenue 56,72,65,746 14,40,12,476 20,28,58,903

Total expenses & Depreciation 55,63,83,814 13,79,91,679 19,88,16,381

Profit before tax 1,08,81,932 60,20,796 40,42,522

Total Tax 33,54,324 18,52,234 13,03,485

Profit for the period 75,27,608 41,68,562 27,39,037

3. DIRECTORS:

During the year under review the following director''s was on the Board of the company:

Sr. Name of Director Designation Date of Appointment No.

1 Mr. Ruchir Mohunta Managing Director 25/10/2011 (Resigned w.e.f 10/10/2013)

2 Mr. Kamal Nayan Sharma Managing Director 25/10/2011 (w.e.f. 14/02/2014) (Managing Director w.e.f. 14/02/2014)

3 Ms. Deepa Dalmia Independent Director 17/12/2012

4 Ms. Varsha Murarka Independent Director 13/02/2012

5 Mr. Mukunnd Bhardwaj Additional Director 10/10/2013

During the year under review the following director''s resigned & Appointed from/on the Board of the company:

Mr. Ruchir Mohunta, Managing Director of the Company resigned from the Board on 01/10/2013. Mr. Mukund Bhardwaj Appointed as an Additional Director of the Company on 10/10/2013. Mr. Kamal Nayan Sharma, Appointed as a Managing Director of the Company w.e.f. 14/02/2014

4. DIVIDEND:

Board of Directors does not recommend any dividend for the year under review.

5. CHANGE OF NAME OF THE COMPANY:

Board of Directors vide its Meeting dated May 6, 2013 has decided to change the Name of Company and accorded the Shareholder approval by way of Postal Ballot on August 28, 2013, procedure of Name Change of company could not be completed due to non receipt of NOC/approval from the statutory authorities.

6. RETIRE BY ROTATION:

None of the Directors are liable to be retire by rotation this year as per the Article no. 104 & 125 of Articles of the Company and Sub-Section 6 of Section 152 of Companies Act, 2013.

7. AUDITORS:

M/s. Sanjay N. Shah & Co., Chartered Accountants (FRN: 124897W), are propose to be re-appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting, as required under section 139 (1) of the Companies Act, 2013, company has obtained a written consent from M/s. Sanjay N. Shah & Co. to such appointment and also a Certificate to the effect that their appointment, if made, would be in accordance with section 139 (1) of the Companies Act, 2013 and the rules made there under.

8. AUDITOR''S REPORT:

The observations made in the Auditor''s Report are dealt with separately by Notes on Accounts. These are self explanatory and do not call for any further comments.

9. DEPOSITS:

During the year under report the company has neither invited nor accepted any public fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

10. PARTICULARS OF EMPLOYEES:

The Company has no employees in the category specified under Section 217(2A) of the Companies Act, 1956.

11. ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL

COMPANIES (RESERVE BANK) DIRECTIVES, 1998.

The relevant provisions, for disclosure in the Director''s Report, of Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India are not applicable, as the Company is not holding any public deposits.

12. ADDITIONAL INFORMATION:

Part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are Nil. There were no foreign exchange earnings and out go during the year.

13. DIRECTORRs.S RESPONSIBILITY STATEMENT:

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

In the presentation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) the Directors had selected such Accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.

ON BEHALF OF THE BOARD OF DIRECTORS Date: 28th July, 2014 Kamal Nayan Sharma Registered Office: Managing Director D-207, Crystal Plaza, (DIN 03405150) Opposite Infinity Mall, New Link Road, Andheri (W), Mumbai - 400053


Mar 31, 2013

The Directors have pleasure in presenting their THIRTY FIRST ANNUAL REPORT on the business and operations of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS: 31st March, 31st March, 31st March, 2013 2013 2012 Consolidated

Income from sales & Other Sources 20,28,58,903 94,34,243 42,73,564

Expenses & Depreciation 19,88,16,381 67,67,809 37,35,147

Net Profit/ (Loss) before Taxation 40,42,522 26,66,434 5,38,417

Provision for Taxation 12,56,122 8,29,122 1,61,309

Excess Provision for Income Tax (written back)

Deferred Taxation Assets 47,363 47,363 11,127

Profit/ (Loss) after Taxation. 27,39,037 17,89,949 3,63,417

Add: balance b/f from previous year (1,38,14,900) (1,38,14,900) (1,43,06,202)

Balance carried to Balance Sheet (1,10,75,863) (1,20,24,951) (1,38,14,900)

2. OPERATIONS:

During the year under Report the Company has earned an income as follows:

Particulars 2012-13 2012-13 2011-12 Consolidated

Total Revenue 20,28,58,903 94,34,243 42,73,564

Total expenses & Depreciation 19,88,16,381 67,67,809 37,35,147

Profit before tax 40,42,522 26,66,434 5,38,417

Total Tax 13,03,485 8,76,485 1,75,000

Profit for the period 27,39,037 17,89,949 3,63,417

3. DIRECTORS:

During the year under review the following director''s was on the Board of the company:

Sr. No. Name of Director Designation Date of Appointment

1 Ruchir Mohunta Managing Director 25/10/2011

2 Kamal Nayan Sharma Non Executive 25/10/2011 Director

3 Deepa Dalmia Independent 17/12/2012 Director

4 Varsha Murarka Independent 13/02/2012 Director

4. DIVIDEND:

Due to inadequate Profits the Board of Directors do not recommend any dividend for the year under review.

5. SCHEME OF ARRANGEMENT OF COMPANY:

The Directors are glad to inform that the Company has successfully complete the merger of two non listed public Companies with the Company vide Order of Hon''ble High Court Mumbai on 4th May, 2012 Under section 391 & 393 of the companies Act, 1956 entered into a scheme of arrangement i.e. scheme of merger of M/s. Niki Metal Co. Limited and M/s. Lambodar Nirmit Limited with Indian Infotech and Software Limited and preferential allotment of shares to specified investors. The Hon''ble High Court Bombay sanctioned the scheme of arrangement on 04/05/2012.

The amalgamation has been accounted for under the "Pooling of Interest Method" as per AS 14. Accordingly, as on appointed date, all the assets and liabilities have been taken at their book value and all the reserves identity has been preserved and added to identical reserves of IISL. The liabilities have been accounted for on their book value basis of accrual and certainty as decided by the management. However, as per the scheme the difference between Net asset value and equity shares issued to shareholders of transferor companies shall be recorded as Capital Reserve or goodwill.

6. AUDITORS:

M/s Sanjay N. Shah & Co., Chartered Accountants, Mumbai, are to be re-appointed as Statutory Auditors of the Company to hold office until the conclusion of next Annual General Meeting, to act as Statutory Auditor of the Company. The Company has received confirmation from them that the appointment, if made, would be within the limits prescribed U/s. 224(1B) of the Companies Act, 1956.

7. AUDITOR''S REPORT:

The observations made in the Auditor''s Report are dealt with separately by Notes on Accounts. These are self explanatory and do not call for any further comments.

8. DEPOSITS:

During the year under report the company has neither invited nor accepted any public fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

9. PARTICULARS OF EMPLOYEES:

The Company has no employees in the category specified under Section 217(2A) of the Companies Act, 1956.

10. ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL COMPANIES (RESERVE BANK) DIRECTIVES. 1998.

The relevant provisions, for disclosure in the Director''s Report, of Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India are not applicable, as the Company is not holding any public deposits.

11. ADDITIONAL INFORMATION:

Part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are Nil. There were no foreign exchange earnings and out go during the year.

12. DIRECTOR''S RESPONSIBILITY STATEMENT:

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

In the presentation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) the Directors had selected such Accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis. FOR AND ON BEHALF OF THE BOARD,

Sd/-

PLACE; MUMBAI RUCHIR MOHUNTA

DATE: 30th May, 2013 Managing Director


Mar 31, 2012

The Directors have pleasure in presenting their THIRTIETH ANNUAL REPORT on the business and operations of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

31st March, 2012 31st March, 2011

Income from sales & Other Sources 42.74 12.66

Depreciation 0.45 0.27

Net Profit/ (Loss) before Taxation 5.38 (160.76)

Provision for Taxation 1.64 -

Excess Provision for Income Tax - (written back)

Deferred Taxation Assets 0.11 0.12

Profit/ (Loss) after Taxation. 3.63 (160.88)

Add: balance b/f from previous year (146.53) 14.34

Balance carried to Balance Sheet (138.15) (146.53)

2. OPERATIONS:

During the year under Report the Company has earned an income of Rs. 42,73,564 as against Rs. 12,65,960/- in the previous year ended 31st March, 2011. The profit/(Loss) before tax was Rs. 5,38,417 as against the loss of (Rs. 1,60,75,782/-) in the previous year ended 31st March, 2011. The net Profit/(Loss) after tax during the year was Rs. 3,63,417 as against loss of (Rs. 1,60,87,528/-) in the previous year ended 31st March, 2011.

3. CHANGE OF MANGEMNET : During the year previous promoters of the Company, M/s Chemo Pharma Laboratories Limited and M/s Shree Consultation & Services Private Limited (Collectively referred as promoter group') and collectively holding 26,17,050 fully paid up equity shares of Rs. 10/- each, representing 60.46% of the total paid-up equity/voting share capital, of the Company has entered into a Share Purchase Agreement (SPA) on May 20, 2011 with the present promoter Group to acquire 26,17,050 fully paid up equity shares of Rs. 10/- each, representing 60.46% of the total paid-up equity/voting share capital and acquired the management control of the Company . The Present Management pursuant to SEBI takeover Code, 2011 gave a Public announcement for Acquisition of shares of the Company from the public on May 24th, 2011. The Open Offer closed on September 29th, 201 land on October 25th, 2011 management of the Company has been changed and new management came in to force.

The Present promoters of the company consist of M/s Jayanti Prime Software Advisory Pvt. Ltd., Dhanvarsha Advisory Services Pvt. Ltd., Generosity Share Trading Pvt. Ltd., Mahamaya Financial Consultants Pvt. Ltd. and controlled by Mr Ruchir Mohunta and Mr Kamal Nayan Sharma (Directors)

4. DIRECTORS:

During the year under review the following director's due to preoccupation and because of the change of management resigned from the Board of the company:

Shri Surendra Rao, Director of the Company, Shri G.K. Joshi, Director of the Company and Shri R. M. Khandelwal, Director of the Company resigned from the Board on 25/ 10/2011, Shri N. K. Pareek, director of the Company resigned from the Board on 02/12/2011, Shri Shyam Sundar Sharma, Director of the Company resigned from the Board on 17/ 12/2011 and Shri Suresh Chandra Sharma, Director of the Compaq resigned from the Board on 14/02/2012.

The Board appointed to Shri Ruchir Mohunta, as an Additional Director of the /Company, Shri Kamal Nayan Sharma as an Additional Director of the Company and Shri Suresh Chandra Sharma as an Additional Director of the Coampny on 25/10/2011, Shri Shyam Sundar Sharma as an Additional Director on 02/ 12/2012, Ms. Deepa Dalmia, as an Additional Director of the Company on 17/12/2011 & Ms.Varsha Murarka as an additional Director of the Company on 14/02/2012.

Shri RUCHIR MOHUNTA appointed as Managing Director of the company with effect from 25/10/2011.

5. DIVIDEND;

Due to inadequate Profits the Board of Directors do not recommend any dividend for the year under review.

6. SUBDIVISION OF SHARES:

During the year under review the stock of the company was split into face value of Rs 1/- each to give adequate liquidity in the market and allow the small shareholders to hold the shares in small denomination.

7. SCHEME OF ARRANGEMENT OF COMPANY:

The Directors are glad to inform that as per section 391 8s 393 of the companies Act, 1956 entered into a scheme of arrangement i.e. scheme of merger of M/s. Niki Metal Co. Limited and M/s. Lambodar Nirmit Limited with Indian Infotech and Software Limited and preferential allotment of shares to specified investors. The Hon'ble High Court Bombay sanctioned the scheme of arrangement on 04/05/2012.

8. AUDITORS:

M/s Sanjay N. Shah & Co., Chartered Accountants, Mumbai, are to be re-appointed as Statutory Auditors of the Company to hold office until the conclusion of next Annual General Meeting, to act as Statutory Auditor of the Company. The Company has received confirmation from them that the appointment, if made, would be within the limits prescribed U/s. 224(1B) of the Companies Act, 1956.

9. AUDITOR'S REPORT:

The observations made in the Auditor's Report are dealt with separately by Notes on Accounts. These are self explanatory and do not call for any further comments.

10. DEPOSITS:

During the year under report the company has neither invited nor accepted any public fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

11. PARTICULARS OF EMPLOYEES:

The Company has no employees in the category specified under Section 217(2A) of the Companies Act, 1956.

12. ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL COMPANIES (RESERVE"BANK) DIRECTIVES. 1998.

The relevant provisions, for disclosure in the Director's Report, of Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India are not applicable, as the Company is not holding any public deposits.

13. ADDITIONAL INFORMATION:

Part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are Nil. There were no foreign exchange earnings and out go during the year.

14. DIRECTORS RESPONSIBILITY STATEMENT:

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

In the presentation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) the Directors had selected such Accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis. FOR AND ON BEHALF OF THE BOARD,

PLACE; MUMBAI RUCHIR MOHUNTA

DATE : AUGUST 27th , 2012 MANAGING DIRECTOR


Mar 31, 2009

The Directors have pleasure in presenting their TWENTY-SEVENTH ANNUAL REPORT on the business and operations of the Company for the year ended 31st March, 2009.

1. FINANCIAL RESULTS;

(Rs. In Lacs) 31st March, 2009 31st March, 2008 Income from sales & Other Sources 13.28 27.26 Depreciation 0.67 1.07 Net Profit/ (Loss) before Taxation 0.25 3.57 Provision for Taxation 0.23 (0.20) Excess Provision for Income Tax - 0.88 (written back) Deferred Taxatin 0.69 0.30 Profit/(Loss) after Taxation 0.71 4.55

2. DIVIDEND: .

Due to inadequate Profits the Board of Directors do not recommend any dividend for the year under review.

3. DIRECTORS;

Shri 6. K. Joshi, Director of the Company retires by rotation under Article 104 of Articles of Association of the Company but being eligible offers himseif for re-appointment.

4. OPERATIONS:

During the year under Report the Company has earned an income of Rs. 13,28,122/- as against Rs. 27,26,204/- in the year ended 31st March 2008. The profit before tax was Rs. 25,117/- as against the profit of Rs. 3,56,678/- in the year ended 31* March, 2008. The net Profit after tax during the year was Rs.70,898/- as against profit of Rs. 4,54,942/- in the year ended 31st March,2008.

5. AUDITORS REPORT:

As regards Auditors observations in para 6 of the Auditors Report, the Directors are of the opinion that para 2 and 3 of the Notes to the Accounts given in "Schedule M* are self explanatory. As regards confirmation from debtors, creditors are concerned, the reconciliation of Accounts is a on going process and no material discrepancy has been found. As regards non-provision against doubtful debts, the provision @ 5 % on the doubtful debts of Rs. 82,09,185/- amounting to Rs. 4,10,459/-has been made in the Accounts and Directors are constantly reviewing the debts considered as doubtful.

6. PARTICULARS OF EMPLOYEES:

The Company has no employees in the category specified under Section 217(2A) of the Companies Act, 1956.

7. ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL COMPANIES (RESERVE BANK) DIRECTIVES, 1998.

The relevant provisions, for disclosure in the Directors Report, of Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India are not applicable, as the Company is not holding any public deposits.

8. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) in the presentation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) the Directors had selected such Accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) the Directors had prepared the Annual Accounts on a going concern basis.

FOR AND ON BEHALF OF THE BOARD

Sd/-

PLACE; MUMBAI K. L. MUNDRA

DATE -SEPTEMBER 4,2009 MANAGING DIRECTOR

 
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