Directors Report of Lee & Nee Softwares (Exports) Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the 27th Annual Report together with the Audited Financial Statements and their Report thereon for the financial year ended 31st March, 2015.

Financial Results

Amount in (Rs.) Particulars Consolidated

2014-15 2013-14

Balance Brought Forward from the Last Year (25086541.74) (25479320.52)

Profit/(Loss) Before Depreciation and Taxation 1175078.62 815773.63

(23911463.12) (24663546.89)

Less: Depreciation (540944.00) (402754.35)

Less: Taxation - (20240.50)

Add : Taxes relating to earlier year 89578.78 -

Less: Adjustment on account of Schedule II (390372.00) -

Profit/(Loss) (24753200.34) (25086541.74)

Particulars Standalone

2014-15 2013-14

Balance Brought Forward from the Last Year (25393339.57) (25479320.52)

Profit/(Loss) Before Depreciation and Taxation 411507.27 394373.65

(24981832.3) (25084946.87)

Less: Depreciation (457082) (288152.20)

Less: Taxation - (20240.50)

Add : Taxes relating to earlier year 89578.78 -

Less: Adjustment on account of Schedule II (259017.00) -

Profit/(Loss) (25608352.52) (25393339.57)

Company's Performance

During the period under review, at consolidated level, the company achieved revenue of Rs. 23,838,167.97, EBDITA Rs. 1,175,078.62, PBT of Rs. 634,134.62 and PAT of Rs. 723,713.40 as against a revenue of Rs. 22,852,118.56, EBDITA Rs. 815,773.63, PBT of Rs. 413,019.28 and PAT of Rs 392,778.78 respectively in the previous year.

At standalone level, the company achieved revenue of Rs. 15,778,989.21, EBDITA Rs.411,507.27, PBT of Rs. (45,574.73) and PAT of Rs. 44,004.05 as against a revenue of Rs. 18,315,579.57, EBDITA Rs. 394,373.65, PBT of Rs. 106,221.45 and PAT of Rs 85,980.95 respectively in the previous year.

At the Standalone level the sales of the Company have marginally decreased as compared to previous year. The export sales were comparatively lower as compared to previous year whereas domestic sales have comparatively increased in this year being the equally focused area. And at the Consolidated level the sales of the Company has increased as compared to last year, as Company has equally focused on the business of both the subsidiary companies.

A detailed Management Discussion and Analysis Report forms part of this report is annexed as Annexure-1.

Dividend

No dividend is recommended in view of the accumulated losses during the year apart from meeting the contingent liabilities. Quality Initiatives & Achievements:

The Company successfully achieved annual enterprise-wide ISO certification for ISO 9001:2008 (Quality Management) for Software Development, ERP Solution, Website Development, Medical Transcription & Search Engine Optimization.

Reserves

No amount was transferred to the reserves during the financial year ended on 31st March, 2015.

Future Prospects

Your company have achieved good amount of business from domestic market in this year. The Company has also explored the Australian market recently to expand its share of business in the overseas market. The Company has identified new avenues of software business. Ecommerce business is picking up in India helping the company to get more software business from the domestic market. Oracle is another new area in which the company has entered in this year.

Here is a list of what your company plans for the coming years:

* Your Company is looking forward to work in the areas of SAP ERP Solution, Digital Marketing and Mobile Apps development as there is huge potential in these areas.

* Your Company is now focused on successfully expanding Oracle Applications business both in domestic as well as in overseas market.

* Your Company has also ventured into computer hardware activities for its client as a part of integrated package deal. The Company is very positive to get good volume of business in the coming year.

* Your Company is on the way of developing its own sector specific products and packages in the months to come.

Your Company is constantly striving for new fields of innovation, improved performance with a continued sense of commitment to a higher standard. There is a constant effort that is being made for bringing in worthy and new projects. Your Company is committed to handle new roles and responsibilities and is open to accept new challenges on a global basis by virtue of its strengthened business model. In addition, there are continuous efforts at improving efficiency and delivering excellence in project execution.

Subsidiary companies

The Company has two subsidiaries namely Lensel Web Services Pvt Ltd and Rituraj Shares Broking Pvt. Ltd. as on March 31, 2015. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Act read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure-2.

The audited financial statements of each of its subsidiary companies are available for inspection at the Company's registered office and also at registered offices of the respective companies.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http:// www.lnsel.com

Deposits

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Rules made thereunder and therefore, no amount of principal or interest was outstanding as on the date of Balance Sheet.

Particulars of loans, guarantees and investments.

There are no Loans, Guarantees and Investments made under the provisions of Section 186 of the Companies Act,2013 during the year under review.

Related Party Transactions

There are no contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 save and except the carry forward balances appearing in the notes to accounts.

Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

(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 at the end of the financial year and of the profit of the Company for that period;

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

(d) the annual accounts have been prepared on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors

Your Director Mr. Ajay Agarwal retires at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Additional information and brief profile as stipulated under the Listing agreement for the Director seeking reappointment is annexed to the Notice of AGM.

No. of Meetings of the Board

Five meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance, evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained hereunder.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of attendance, engagements and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the directors being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Policy on Appointment of Director and Remuneration

The Nomination and Remuneration Committee identifies and ascertains the integrity, qualification, expertise, skills, knowledge and experience of the person for appointment as Director and Key Managerial Personnel. The appointment of a Director as recommended by the Nomination and Remuneration Committee requires approval of the Board.

The remuneration / compensation / commission etc. to the Directors and Key Managerial Personnel is proposed by the Nomination and Remuneration Committee in compliance with requirements of the Companies Act and recommended to the Board for it's approval. Approval of Shareholders is obtained, if required.

The Directors receive remuneration by way of fees for attending meetings of the Board or committees thereof.

At the time of appointing an Independent Director, a formal letter of appointment is given to the candidate, which inter-alia, explains the role, functions, duties and responsibilities expected of the person as an Independent Director of the Company. The Independent Director is also explained in detail the compliance required from him under the Companies Act, 2013 and other relevant regulations. The independence of Director is decided as per provisions of the Companies Act, 2013.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for remuneration of Directors, Key Managerial Personnel and Senior Management. The said Remuneration Policy is annexed as Annexure-3 to this report.

Internal Financial control systems and their adequacy

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Audit Committee

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

Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Jain Sonu & Associates, Chartered Accountants, were appointed as statutory auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Rasna Goyal, a Practicing Company Secretary in Practice (CP No.- 9209) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure-4. There are no qualifications or observations or remarks made by Secretarial Auditor in his report.

Risk management

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. A Risk management Committee consisting of Director and senior executives of the Company has been formed to periodically reviews these procedures to ensure that executive management controls risk through means of a properly defined framework .The Company has framed the risk assessment and minimization procedures which will be periodically reviewed by the Board.

Extract of Annual Return

The extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-5.

Particulars of Employees and related disclosures

The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as no remuneration has been paid to the directors, except sitting fees.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provision of section 177(9) & (10) of the Companies Act, 2013 and clause 49 of the Listing Agreement, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanim Policy has been uploaded on the website of the Company at http://www.lnsel.com

Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (URL: www.lnsel.com/investors ).

Policy for determining material subsidiaries of the Company is available on the website of the Company (URL:www.lnsel.com/ investors).

Policy on dealing with related party transactions is available on the website of the Company (URL:www.lnsel.com/investors ).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.lnsel.com/investors ).

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Additional information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under the Companies Act, 2013 is annexed as Annexure-6 to this report.

Declaration by Independent Directors

Shri Vikash Kamani, Shri Sushil Kumar Gupta and Miss Leela Murjani are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company.

Corporate Governance

The Company continues to remain committed to high standards of corporate governance. The report on corporate governance as per the requirement of the listing agreement with stock exchanges forms part of this report is annexed as Annexure-7. The Company has complied with all the requirements of corporate governance. The certificate from the Auditors of the Company confirming compliance to the conditions of the corporate governance requirements is also annexed.

Acknowledgments

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd., Allahabad Bank, Indian Overseas Bank, Union Bank of India, Indusind Bank, Oriental Bank of Commerce, State Government of West Bengal and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology Government of India, specially Software Technology Parks of India, WEBEL(West Bengal Electronics Industry Development Corporation Limited).

Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company at all levels.

For and on behalf of the Board

Place : Kolkata Ajay Agarwal Arpita Gupta Dated : 8th July, 2015 Chairman Director

---

Mar 31, 2014

Dear Members,

Your Directors have pleasure in presenting the 26th Annual Report together with the Audited Statement of Accounts and their Report thereon for the year ended 31 st March, 2014

Working and Financial Results

Total Receipts during the year was Rs 16,315,579 57 as compared to Rs 15,403,904 43 in the previous year and the profit during the year amounting to Rs 65,980 95 as against profit of Rs 125,561 36 in previous year

Software sales has been increased by 23% as compared to the previous year. Bui the net profit of the company has reduced due to the increased cost and net off from sundry balances written off/back

The Financial Highlights are given below:

Particulars Figures for the Figures for the Current Year Previous Year

M W

Balance Brought Forward from the Last Year (25,479,320 52) (25,604,681 68)

Profil/(Loss) Before Depreciation and Taxation 394,373 65 411,904,03

(25,084,946 87) (25,192,977,85)

Less: Depreciation (288,152 20) (256,764 66)

Less Taxation (20,240.50) (29,557.99)

Loss (25,393,339 57) (25,479,320.52)

Dividend

No dividend is recommended in view of the accumulated losses during the year apart from meeting the contingent liabilities Quality initiatives & Achievements:

The Company achieved annual enterprise-wide ISO certification for ISO 9001:2006 (Quality Management) for Software Development, ERP Solution, Website Development, Medical Transcription & Search Engine Optimization

Future Prospects

Your company have achieved good amount of business from overseas market in this year. It has also made some improvement in the ERP business The company sees a huge growth potential in the ERP business It has been working as a SAP Partner till now and plans to work in the areas of Oracle Applications and Middleware Solutions like Service Oriented Architecture (SOA) in future It also plans to strengthen its roots into the Mobile Applications business

Here is a list of what your company plans for the coming years:

* Your company is now focused on successfully expanding ERP business across Eastern India

* Your Company has developed a customized ERP package catered to reputed Universilies in India It is a web based campus Automaton system having various modules required for the functioning of any university Our company has already got orders from 4 prestigious Universities of India and look forward to add many more in the near future

* Rapidly increase the sale of SAP Business One, the Business Managemenl Software for Small & Medium Enterprises It has also started working into Oracle Applications and Middleware Solutions using Service Oriented Architecture (SOA)

* Your Company is constantly trying to build relationships with eminent overseas clients to excel in the field of software and web development It shall approach marketing houses abroad and act as choicest development partners in India

* Your company is also planning to expand the sales in domestic market by updating its software products for Education, Healthcare and Finance Industry

* Your company has entered into the Mobile applications business and needs more time to establish and spread its wings in this area

Your Company is constantly striving for new fields of innovation, improved performance with a continued sense of commitment to a higher standard There is a constant effort that is being made for bringing in worthy and new projects Your Company is committed to handle new roles and responsibilities and is open to accept new challenges on a global basis by virtue of its strengthened business model In addition, there are continuous efforts at improving efficiency and delivering excellence in project execution

Deposits

The Company has not accepted any deposit from the Public-

Directors

Your Director Mrs Arpita Gupta retires at the ensuing Annual General Meeting and being eligible offers herself for reappointment Additional information and brief profile as stipulated under the Listing agreement for the Director seeking reappointment is annexed to the Notice of AGM

Pursuant to the provisions of section 161 of the Companies Act,2013, read with the relevant provisions in the Articles ofAssociation, Mr Vikash Kamani with effect from 25th April, 2014, Mr. Sushil Kumar Gupta and Ms Leeia Murjani with effect from 25th July,2014 was appointed as an Additional Director by the Board of Directors of the Company. They hold office as the Director upto the forth coming AGM. Your Company has received a notice in writing from members proposing their candidature for the office of Independent Director. Mr. Kamani, Mr. Gupta amd Ms Muijani qualifies to be an Independent Director pursuant to the provisions of section 149(6) of the Companies Act,2013

Additional Information and brief profile, as stipulated under the Equity Listing Agreement for each of the above Directors seeking reappointment/ appointment is annexed to the Notice of the AGM

Directore' Responsibility Statement

Pursuant to Sec lion 217(2AA) of the Companies Act, 1956 with respect to Directors' responsibilities statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures ,

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that year.

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 annual accounts have been prepared on a going concern basis

Auditors

Your Auditors M/s Jain Sonu & Associates, Chartered Accountants also retire at the Annual General Meeting, are eligible for the re- appointment The Auditor has furnished the certificate under section 224(1) (B) of the Companies Act, 1956 of their eligibility.

Auditors' Observations

As regards observations made by the Auditors, the relevant notes in the financial statement are self explanatory

Cash Flow

In accordance with the requirement of Clause 32 of the Listing Agreement with the Stock Exchanges, a cash flow statement duly verified by your Auditors together with the certificate is annexed hereto.

Corporate Governance

Your Company has complied with the requirements of Corporate Governance pursuant to clause 49 of Listing Agreement with the Stock Exchanges and a report to that effect is enclosed herewith

Subsidiary And Associate Companies.

As on 31 03 2014, the Company had two subsidiaries namely Rituraj Shares Broking Pvt Ltd. and Lensel Afeb Services Pvt Ltd

As per the provision of section 212 of the Companies Act, 1956, the Company is required to attach, inter alia the Director's Report, Balance Sheet and Statement of Profit 8. Loss of the Subsidiaries to its annual report The Ministry of Corporate affairs, Government of India vide its circular No 2/2011 dated February 6, 2011 has provided an exemptions to companies from complying with the provisions of section 212 subject to fulfillment of certain conditions as mentioned in the said circular. Accordingly, the annual report of the company for the FY 2013-14 does not contain the financial statements of the subsidiaries As required under the aforesaid circular, the consolidated financial statements of the Company duly audited by the statutory auditors forms part of this Annual Report Your Company shall make available the audited annual accounts and related information of its subsidiaries, to those members who wish lo have copies of the same and these documents will also be kept open for inspection by any member at the Registered office of the Company on any working day up to the date of the ensuing Annual General Meeting

As at March 31,2014, the Company had one Associate Company namely Haresh Collections Pvt Ltd

The accounting of subsidiaries and associate have been done in consolidated financial statement in accordance with the Accounting Standards

Other Information

None of the employees were in receipt of remuneration exceeding limits prescribed u/s 217(2A) of the Companies Act, 1956 and the Rules made thereunder

As required u/s 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, Your Directors Report as follows

A Conservation of Energy Not Applicable

B Technology Absorption

Your Company is developing its capabilities in I T. Enabled Services and Medical Transcription as well as a ERP vending, Implementation, supporting and training services

An expansion in Ihe operation is ahead through strategic alliances for Business Process Outsourcing Projects

C (a) Foreign Exchange Earning

Rs 14500040 30 (previous year Rs 13157987 50)

(b) Foreign Exchange Outgoing Rs Nil (previous year Rs Nil)

Acknowledgments

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd., Allahabad Bank, Indian Overseas Bank, Union Bank of India, Indusmd Bank, Oriental Bank of Commerce, State Government of West Bengal and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology Government of India, specially Software Technology Parks of India, WEBEL(West Bengal Electronics Industry Development Corporation Limited)

Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company at all levels

On behalf of the Board of Directors For LEE & NEE SOFTWARES (EXPORTS) LTD

Place : Kolkala Directors : 1 AjayAgarwal Dated : 29lh August, 2014 2 Arpita Gupta

---

Mar 31, 2013

To, The Shareholders

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

Working and Financial Results

Total Receipts during the year was Rs. 15,403,904.43 as compared to Rs. 29,273,055.80 in the previous year, which includes sales from shares amounting to Rs. 178,07,054.73/- in previous year and the profit during the year amounting to Rs. 125,56136 as against profit of Rs 412,485.85 in previous year.

Software sales has been increased by 160% as compared to the previous year. But the net profit of the company has been reduced due to the increased cost and net off from sundry balance written offfback and change in inventory.

The Financial Highlights are given below:

Particulars Figures for the Current Year Figures for the Previous Year ()

Balance Brought Forward from the Last (25,604,881.88) (26,017367.74) Year

Profit/(Loss) Before Depreciation and 411,904.03 5,638369.58 Taxation

(25,192,977.85) (20378,998.16)

Less: Depreciation (256,784.68) (5,132,003.44)

Less: Taxation (29,557.99) (93,880.28)

Loss (25,479,320.52) (25,604,881.88)

Dividend

No dividend is recommended in view of the accumulated losses during the year apart from meeting the contingent liabilities.

Quality Initiatives & Achievements:

The Company achieved annual enterprise-wide ISO certification for ISO 9001:2008 (Quality Management) for Software Development, ERP Solution, Website Development, Medical Transcription & Search Engine Optimization.

Future Prospects

Your company have achieved good amount of business from overseas market in this year. It has also made some improvement in the ERP business. The company sees a huge growth potential in the ERP business. It has been working as a SAP Partner till now and plans to work in the areas of Oracle Applications and Middleware Solutions like Service Oriented Architecture (SOA) in future. It also plans to strengthen its roots into the Mobile Applications business.

Here is a list of what your company plan for the coming years: Your company is now focused on successfully expanding ERP business across Eastern India.

Rapidly increase the sale of SAP Business One, the Business Management Software for Small & Medium Enterprises. It is also started working into Oracle Applications and Middleware Solutions using SOA.

u Your Company is constantly trying to build relationships with eminent overseas clients to excel in the field of software and web development. It shall approach marketing houses abroad and act as choicest development partners in India.

0 Your company is also planning to expand the sales in domestic market by updating its software products for Education, Healthcare and Finance Industry.

Q Your company has entered into the Mobile applications business and needs more time to establish and spread its wings in this area.

We are constantly striving for new fields of innovation, improved performance with a continued sense of commitment to a higher standard. There is a constant effort that is being made for bringing in worthy and new projects. Your Company is committed to handle new roles and responsibilities and is open to accept new challenges on a global basis by virtue of its strengthened business model. In addition, there are continuous efforts at improving efficiencies and delivering excellence in project execution.

Deposits

The Company has not accepted any deposit from the Public.

Directors

Your Director Mr. Sagarmal Gupta retires at the ensuing Annual General Meeting and being eligible offer himself for reappointment Additional information & brief profile as stipulated under the Listing agreement for the Director seeking reappointment is annexed to the Notice of AGM.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 19S6 with respect to Directors'' responsibilities statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that year.

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 annual accounts have been prepared on a going concern basis. Auditors

Your Auditors M/s Jain Sonu & Associates, Chartered Accountants also retire at the Annual General Meeting, are eligible for the re-appointment. The Auditor has furnished the certificate under section 224(1) (B) of the Companies Act, 1956 of their eligibility.

Auditors''Observations

As regards observations made by the Auditors, the relevant notes in the financial statement are self explanatory.

Cash Flow

In accordance with the requirement of Clause 32 of the Listing Agreement with the Stock Exchanges, a cash flow statement duly verified by your Auditors together with the certificate is annexed hereto.''

Corporate Governance

Your Company has complied with the requirements of Corporate Governance pursuant to clause 49 of Listing Agreement with the Stock Exchanges and a report to that effect is enclosed herewith.

Other Information

None of the employees were in receipt of remuneration exceeding limits prescribed u/s. 217(2A) of the Companies Act, 19S6 and the Rules made there under.

As required v/s2l7(l)(c) of the Companies Act, 19S6 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, Your Directors Report as follows :-

A. Conservation of Energy Not Applicable

B. Technology Absorption Your Company is developing its capabilities in I. T. Enabled Services and Medical

Transcription as well as a ERP vending, Implementation, supporting and training services.

An expansion in the operation is ahead through strategic alliances for Business Process Outsourcing Projects.

C. (a) Foreign Exchange Earning : Rs. 13157987.50 (previous year Rs. 7838115.16) (b) Foreign Exchange Outgoing: Rs. Nil (previous year Rs. Nil)

Acknowledgments

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd., Allahabad Bank, Indian Overseas Bank, Union Bank of India, Ihdusind Bank, Oriental Bank of Commerce, State Government of West Bengal and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology Government of India, specially Software Technology Parks of India.

Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company at all levels. On behalf of the Board of Directors

For LEE & NEE SOFTWARES (EXPORTS) LTD.

Place: Kolkata Directors:

1. Ajay Agarwal

Dated: 30th August, 2013 2. Arpita Gupta

---

Mar 31, 2012

The Shareholders

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

Working and Financial Results

Total Income during the year was Rs. 29,273,055.80 as compared to Rs. 28,781,402.00 in the previous year but the profit during the year amounting to Rs. 412,485.86 as against profit of Rs. 3,086,206.65 in previous year.

The net impact of the above has resulted in decrease in profit during the year compared to the earlier year due to extra ordinary item of profit on compensation on cancellation of agreement in previous year, loss on sale of shares and depreciation on leasehold premises during the year.

The Financial Highlights are given below :

Particulars Figures for the Figures for the Current Year Previous Year (Rs.) (Rs.)

Balance Brought Forward from the Last Year (26,017,367.74) (29,103,574.39)

Profit/(Loss) Before Depreciation and Taxation 5,638,369.58 4,571,639.65

(20,378,998.16) (24,531,934.74)

Less : Depreciation (5,132,003.44) (1485433.00)

Less : Taxation (93,880.28) -

Loss (25,604,881.88) (26,017,367.74)

Dividend

No dividend is recommended in view of the accumulated losses during the year apart from meeting the contingent liabilities.

Future Prospects

Your Company have strengthened its roots in ERP ( Enterprise Resource Planning)- The organization plans to implement the expertise of Oracle Solaris & Linux Development track which has been uniquely designed by application developers. The developers use their expertise to create Oracle Solaris & Oracle Linux applications, thus your company stress on unique application development.

Here is a list of what your Company plan for the coming years:

-/ Your Company is now focused on successfully expanding ERP business across Eastern India.

- Rapidly increase the sale of SAP Business One, the Business Management Software for Small & Medium Enterprises. In order to do so, your Company is working on adding new channel partners.

- Your Company is constantly trying to build relationships with eminent overseas clients to excel in the field of software and web development. It shall approach marketing houses abroad and act as choicest development partners in India.

- Your Company is also planning to conquer the domestic market by releasing software products for Education, Healthcare and Finance Industry.

- Endeavors are being made for strategic alliances with staffing Companies in U.S.A.

- Your Company has entered into a new area of business and needs more time to establish and spread its wings.

- Your Company has discontinued trading in shares of renowned information technology companies from 1st October 2011.

The Organization is constantly striving to achieve high value contracts to enhance focus and aims at improving its operating margins. There is a constant effort that is being made for bringing in worthy and new projects. Your Company is committed to handle new roles and responsibilities and is open to accept new challenges on a global basis by virtue of its strengthened business model. In addition, there are continuous efforts at improving efficiencies and delivering excellence in project execution.

Deposits

The Company has not accepted any deposit from the Public.

Directors

Your Director Mr. Ajay Agarwal retires at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors' responsibilities statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that year.

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 annual accounts have been prepared on a going concern basis.

Auditors

Your Auditors M/s Jain Sonu & Associates, Chartered Accountants also retire at the Annual General Meeting, are eligible for the re-appointment. The Auditor has furnished the certificate under Section 224(1) (B) of the Companies Act, 1956 of their eligibility.

Auditors' Observations

As regards observations made by the Auditors, the relevant notes in the financial statement are self explanatory. Cash Flow

In accordance with the requirement of Clause 32 of the Listing Agreement with the Stock Exchanges, a cash flow statement duly verified by your Auditors together with the certificate is annexed hereto.

Corporate Governance

Your Company has complied with the requirements of Corporate Governance pursuant to clause 49 of Listing Agreement with the Stock Exchanges and a report to that effect is enclosed herewith.

Dematerialization of Equity Shares

Your Company has entered into agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL) for dealing in Equity Shares of the Company in dematerialized form. Your Company has been allotted (ISIN No. INE 791B01014). The shareholders may send their share certificates through their depository participants for having the shares in electronic form.

Other Information

None of the employees were in receipt of remuneration exceeding limits prescribed u/s. 217(2A) of the Companies Act, 1956 and the Rules made there under.

As required u/s.217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, Your Directors Report as follows :-

A. Conservation of Energy : Not Applicable

B. Technology Absorption : Your Company is developing its capabilities in I. T. Enabled Services and Medical Transcription as well as a ERP vending, Implementation, supporting and training services.

An expansion in the operation is ahead through strategic alliances for Business Process Outsourcing Projects.

C. (a) Foreign Exchange Earning : Rs. 7838115.16 (previous year Rs. 5256395.84)

(b) Foreign Exchange Outgoing : Rs. Nil (previous year Rs. 326447.44) on account of communication exp., business procurement fees and ASP/VOIP charges.

Acknowledgments

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd., UCO Bank, Allahabad Bank, Indian Overseas Bank, Union Bank of India, Indusind Bank, Oriental Bank of Commerce, State Government of West Bengal and Orissa and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology Government of India, specially Software Technology Parks of India.

Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company at all levels.

On behalf of the Board of Directors

For LEE & NEE SOFTWARES (EXPORTS) LTD.

Place : Kolkata Ajay Agarwal Arpita Gupta

Dated : 1st September, 2012 Director Director

---

Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

Working and Financial Results

Total Income during the year was Rs.29,241,239.42/- as compared to Rs. 1,12,74,301.17/- in the previous year but the profit during the year amounting to Rs. 3,086,206.65/- as against profit of Rs. 14,23,756.96/- in previous year.

The net impact of the above has resulted in better profit during the year compared to the earlier year due to better capacity utilisation and ERP sales & Software services in domestic market.

The Financial Highlights are given below : Figures for the Figures for the Current year Previous year Rs. Rs.

Balance Brought Forward from the Last Year (29,103,574.39) (3,05,27,331.35)

Profit / (Loss) Before Depreciation 4,571,639.65 17,19,798.96

(24,531,934.74) (2,88,07,532.39)

Add/Less :

Depreciation (1,485,433.00) (2,96,042.00)

Loss Rs.(26,017,367.74) Rs. (2,91,03,574.39)

Dividend

No dividend is recommended in view of the accumulated losses during the year apart from meeting the contingent liabilities.

Future Prospects

BPO (Business Process Outsourcing) – The Company is targeting ITES based services, both voice & non-voice based projects from several organisations in USA, Canada, UK & Australia. Endeavours are being made to move towards better segment of ITES such as KPO (Knowledge Process Outsourcing) & EPO (Education Process Outsourcing) & ERP software vending, software services, implementation, support & training services. To bridge the gap of manpower the Company has targeted to explore market of manpower development, manpower resourcing, developing, delivering under the new brand name LNSEL Jobs Online which is expected to result positively. Endeavours are being made for strategic alliances with staffing Companies in U. S. A.

The Company is preparing itself to set up a SEZ unit and is working for suitable space in a Special Economic Zone of a size more than several times of its current size. The Company envisages to move to SEZ (Special Economic Zone) on allotment of land from the respective authorities.

Outlook

The Company apart from software services, has established its reputation in the market as an Information Technology Enabled Service provider (ITES) specially in Medical Transcription and other KPO services. The proposed expansion would further consolidate the position of the Company. This has a better margin of profitability and has resulted in higher growth of the Company. New area of ERP implementation projects shall further add to the revenue of the Company.

The Company may go for acquisition of new companies to expand its size abnormally and is in the process of looking for suitable software development in marketing in ERP sector. Your Company has become authorised vendor of ''SAP" ERP software in India. The Company has changed its object clause by adding new area of business in different segment than that of software development such as construction and development of SEZ, dealing in shares and media during the year under consideration and in the process of turnaround of the Company. Your Directors have started dealing in shares of software companies for better fund utilisation in the current year. Accordingly your Directors are confident of achieving better results in the year 2011-12.

Fixed Deposits

The Company has not accepted any deposit from the Public.

Directors

Your Director, Mrs. Arpita Gupta, retires at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

Directors' Responsibility Statement

Your Directors confirm :

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that year.

(iii) that 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) that the Directors have prepared the annual accounts on a going concern basis.

Auditors

Your Auditors, M/s. Omsagar & Associates, Chartered Accountants also retire at the Annual General Meeting, are eligible for the re-appointment. The Auditors have furnished the certificate under section 224(1)(B) of the Companies Act, 1956 of their eligibility.

Auditors' Observations

As regards observations made by the Auditors, the relevant notes in Schedule -14 are self explanatory.

Cash Flow

In accordance with the requirement of Clause 32 of the Listing Agreement with the Stock Exchanges, a cash flow statement duly verified by your Auditors together with the certificate is annexed hereto.

Corporate Governance

Your Company has complied with the requirements of Corporate Governance pursuant to clause 49 of Listing Agreement with the Stock Exchanges and a report to that effect is enclosed herewith.

Dematerialization of Equity Shares

Your Company has entered into agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL) for dealing in Equity Shares of the Company in dematerialized form. Your Company has been allotted (ISIN No. INE 791B01014). The shareholders may send their share certificates through their depository participants for having the shares in electronic form.

Other Information

None of the employees were in receipt of remuneration exceeding limits prescribed u/s. 217(2A) of the Companies Act, 1956 and the Rules made thereunder.

As required u/s.217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, Your Directors Report as follows :–

A. Conservation of Energy Not Applicable.

B. Technology Absorption Your Company is developing its capabilities in I. T. Enabled Services and Medical Transcription as well as a ERP vending, implementation, supporting & training services. An expansion in the operation is ahead through strategic alliances for Business Process Outsourcing Projects.

C. (a) Foreign Exchange Rs. 5,256,395.84/- (previous year Earning Rs. 7,048,247.29/-) including sale of other 100% EOU units.

(b) Foreign Exchange Out Rs. 3,26,447.44/- (Previous Year going Rs. 5,05,987.26/-) on account communication exp., business procurement fees and ASP/VOIP charges.

Acknowledgements

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd., UCO Bank, Allahabad Bank, Indian Overseas Bank, Union Bank of India, Indusind Bank, Oriental Bank of Commerce, State Government of West Bengal and Orissa and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology, Government of India, specially Software Technology Parks of India. Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company

On behalf of the Board of Directors For LEE & NEE SOFTWARES (EXPORTS) LTD. Sd/- Directors : 1. Ajay Agarwal 2. Arpita Gupta

Place : Kolkata Dated : The 24th day of August, 2011.

---

Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

Working and Financial Results

Total Income during the year was Rs.1,12,74,301.17/- as compared to Rs. 1,17,94,096.08/- in the previous year but the profit during the year amounting to Rs. 14,23,756.96/- as against loss of Rs. 11,02,666.80/- in previous year.

The net impact of the above, has resulted in profit during the year compared to the earlier year due to better capacity utilisation in BPO sector specially in Call Centre Project though it is yet. to be stabled and suffering from several contingencies and industry hazards.

The Financial Highlights are given below :

Figures for the Current year Figures for the Previous year Rs. Rs.

Balance Brought Forward

from the Last Year (3,05,27,331.35) (3,16,29,998..15)

Profit/(Loss) Before Depreciation 17,19,798.96 15,05,796.43

(2,88,07,532.39) (3,01,24,201.72)

Add/Less :

Depreciation (2,96,042.00) (4,03,129.63)

Loss Rs. (2,91,03,574.39) Rs. (3,05,27,331.35)



Dividend

No dividend is recommended in view of the accumulated loss during the year apart from meeting the contingent liabilities.

Future Prospects

BPO (Business Process Outsourcing) - The Company is targetting ITES based services, both voice & non-voice based projects from several organisations in USA, Canada, UK & Australia. Endeavours are being made to move towards better segment of ITES such as KPO (Knowledge Process Outsourcing) & EPO (Education Process Outsourcing). To bridge the gap of manpower the Company has targeted to explore market of manpower development, manpower resourcing, developing, delivering under the new brand name LNSEL Jobs Online which has resulted in positive. Endeavours are being made for strategic alliances with staffing Companies in U. S. A.

The Company is preparing itself to set up a SEZ unit and is working for Suitable space in a Special Economic Zone of a size more than several times of its current size. The Company envisages to move to SEZ (Special Economic Zone) on allotment of land from the respective authorities. The Company further wishes to pursue ERP implementation projects and hopeful of sizeable orders. Outlook

The Company apart from software services, has established its reputation in the market as an Information Technology Enabled Service provider (ITES) specially in Medical Transcription as well as International Call Centre. The proposed expansion would further consolidate the position of the Company. This would have a better margin of profitability and would result in higher growth of the Company. New area of ERP implementation projects shall further add to the revenue of the Company.

Your Directors are glad to report that the adverse factors stand substantially abated so far in the current year. Accordingly your directors are confident of achieving better results in the year 2010-11. Fixed Deposits

The Company has not accepted any deposit from the Public. Directors

Your Director, Mr. Sagarma! Gupta, retires at the ensuing Annual General Meeting and being eligible offers himself for re- appointment. Mrs. Arpita Gupta has been appointed as director by the Board of Directors to fill the casual vacancy caused by resignation of Mr. Paresh Agarwal on 24.10.2009. Mr. Paresh Agarwal was director for a long time and was Chairman of audit committee. The Company appreciates his valuable services during his tennure of directorship.

Directors Responsibility Statement Your Directors confirm :

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that year.

(iii) that 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) that the Directors have prepared the annual accounts on a going concern basis.

Auditors

Your Auditors M/s. Om Sagar & Associates, Chartered Accountants also retire at the Annual General Meeting, are eligible for the re-appointment. The Auditors have furnished the certificate under section 224(1 )(B) of the Companies Act, 1956 of their eligibility for reappointment.-

Auditors Observations

As regards observations made by the Auditors, the relevant notes in Schedule-14 are self explanatory.

Cash Flow

In accordance with the requirement of Clause 32 of the Listing Agreement with the Stock Exchanges, a cash flow statement duly verified by your Auditors together with the certificate is annexed hereto.

Corporate Governance

Your Company has complied with the requirements of Corporate Governance pursuant to clause 49 of Listing Agreement with the Stock Exchanges and a report to that effect is enclosed herewith.

Dematerialization of Equity Shares

Your Company has entered into agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSIL) for dealing in Equity Shares of the Company in dematerialized form. Your Company has been allotted (ISIN No. INE 791B01014). The shareholders may send their share certificates through their depository participants for having the shares in electronic form.

Other Information

None of the employees were in receipt of remuneration exceeding limits prescribed u/s. 217(2A) of the Companies Act, 1956 and the Rules made thereunder.

Acknowledgments

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd., UCO Bank, Allahabad Bank, Indian Overseas Bank, Union Bank of India, Indusind Bank, Oriental Bank of Commerce, State Government of West Bengal and Orissa and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology, Government of India, specially Software Technology Parks of India. Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company at all levels.

On behalf of the Board of Directors

For LEE & NEE SOFTWARES (EXPORTS) LTD.

Sd/-

Place : Kolkata Directors : 1. Ajay Agarwal

Dated : The 25th day of August, 2010. 2. Arpita Gupta