Mar 31, 2016
DIRECTORâS REPORT TO THE MEMBERS OF N2N TECHNOLOGIES LIMITED
The Directors have pleasure to present 31st Annual Report and Audited Annual Accounts of your company for the year ended on 31st March 2016.
FINANCIAL HIGHLIGHTS:
STANDALONE BASIS
( Rs. IN LAKHS)
Particulars |
FY 201516 |
FY 201415 |
Total Income |
17.83 |
14.18 |
Total Expenditure |
19.89 |
21.64 |
Profit Before Tax (PBT) |
(2.08) |
(7.46) |
Tax (deferred) |
0.24 |
(0.30) |
Profit After Tax (PAT) |
(1.82) |
(7.76) |
PERFORMANCE REVIEW & FUTURE OUTLOOK:
During the current year, your Company has booked total income of Rs.17.83 Lakhs and Net Loss of Rs.1.82 Lakhs on standalone basis. The source of income is on account of interest received on Investment/advances.
SUBSIDIARY:
Your Company had strategic subsidiary as DSR Infotech Limited (DSR), which recently made rights issue of 189800 equity shares to raise funds for its working capital and other corporate expenses requirements, considering business portfolio and future business strategy as well as for unlocking true value of each enterprise, lack of liquidity in the company. Due to allotment of equity shares in the Rights Issue, the shareholding of your company in DSR diluted from 68.39% to 49%. The performance of DSR for the financial year 2015-2016 is as follows:
The total income of the DSR for the year ended March 31, 2016 stood at Rs.786.30 Lakhs and loss after tax stood at Rs.1591.37 Lakhs as compared to a loss after tax of Rs.6.59 Lakhs during the previous year. It is to be noted that the heavy losses for the current year is on account of written off amounts of Debtors & diminution in value of Investment.
Further your board recommends to sale ITS stake in the DSR in the overall interest of stakeholders of the company for which resolution shall be considered in the ensuing AGM.
Your Directors are confident that the policies, strategies adopted by your company will protect interest of the stakeholders.
DIVIDEND & RESERVES:
In view of the loss, your Directors expresses it inability to declare dividend for the year.
SHARE CAPITAL:
As at March 31, 2016, Your companies total paid up share capital stood at Rs.4,40,80,660/-divided into 44,08,066 fully paid up equity shares of Rs.10/- each. During the year under review, the Company has not issued any shares with or without differential voting rights. Also company has neither issued employee stock options nor sweats equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
As on 31st March, 2016, Mr. Rahul Shah, Promoter Director of the Company holds 31.27% shares of the Company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of Energy and Technology Absorption:
The Company has no particulars to report regarding conservation of energy, technology absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with Rules there under.
B. Foreign exchange earnings and outgo:
Sr. No. |
Particulars |
Amt in '' |
1 |
Foreign Exchange earned in terms of actual inflows during the year |
Nil |
2 |
Foreign Exchange outgo in terms of actual outflows during the year |
Nil |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your company is committed to improve quality of lives of people in the community it serves through long term stakeholder value creation, with special focus on skills development. The Company does not have to mandatorily constitute a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The company fully understands its role in society and is committed for sustainable & inclusive growth of people & the environment around its business.
BOARD AND DIRECTORS EVALUATION AND CRITERIA FOR EVALUATION
During the year, the Board has carried out an annual evaluation of its own performance & performance of the Directors.
Your Company has constituted Nomination and Remuneration Committee, which as per the provisions of Companies Act 2013 has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation inter alia include degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Management. Criteria for evaluation of the Committees of the Board include degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The procedure followed for the performance evaluation of the Board, Committees and Directors is detailed in the Directorsâ Report.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF DIRECTORS:
The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Companies Act 2013.
Independence:
In accordance with the above criteria, a Director will be considered as an âIndependent Directorâ if he/ she meet with the criteria for âIndependent Directorâ as laid down in the Act.
Qualifications:
A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.
Positive Attributes:
In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the âCode for Independent Directorsâ as outlined in Schedule IV to the Act.
REMUNERATION POLICY
The Company has adopted a Policy for remuneration of Directors, Key Managerial Personnel and other employees, which is aligned to its overall Human resource philosophy. The key factors considered in formulating the Policy areas under:
(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c) remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
The key principles governing the Companyâs Remuneration Policy are as follows:
Remuneration for independent Directors and non-independent non-executive Directors:
- Independent Directors (âIDâ) and non-independent non-executive Directors (âNEDâ) may be paid sitting fees for attending the Meetings of the Board and of Committees of which they may be members, and commission within regulatory limits, as recommended by the Nomination and Remuneration Committee (âNRCâ) and approved by the Board.
- Overall remuneration should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company, taking into consideration the challenges faced by the Company and its future growth imperatives. Remuneration paid should be reflective of the size of the Company, complexity of the sector/ industry/ Companyâs operations and the Companyâs capacity to pay the remuneration and be consistent with recognized best practices.
- The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board based on Company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board. The NRC will recommend to the Board the quantum of commission for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and Committee Meetings, individual contributions at the meetings and contributions made by Directors other than in meetings.
- The remuneration payable to Directors shall be inclusive of any remuneration payable for services rendered in any other capacity, unless the services rendered are of a professional nature and the NRC is of the opinion that the Director possesses requisite qualification for the practice of the profession.
Policy on Remuneration for Managing Director (âMDâ) / Executive Directors (âEDâ) / Key Managerial Personnel (âKMPâ)/ rest of the Employees:
- The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be market competitive, driven by the role played by the individual, reflective of the size of the Company, complexity of the sector/ industry/ Companyâs operations and the Companyâs capacity to pay, consistent with recognized best practices and aligned to any regulatory requirements. Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.
- In addition, the Company provides employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings. The Company also provides all employees with a social security net subject to limits, by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance. The Company provides retirement benefits as applicable.
- In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the Company provides MD/ EDs such remuneration by way of commission, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Companies Act, 2013. The specific amount payable to the MD/ EDs would be based on performance as evaluated by the NRC and approved by the Board.
- The Company provides the rest of the employees a performance linked bonus. The performance linked bonus would be driven by the outcome of the performance appraisal process and the performance of the Company.
Presently, no Directors or KMP of the Company is drawing any remuneration from the company
DIRECTORSâ RESPONSIBILITY STATEMENT
The directors report that:
i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.
ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that 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 account of the company for that period.
iii) 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.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and
vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION ON INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year, your company had one subsidiary namely âDSR Infotech Limitedâ. DSR is carrying its activities in offering services for Software designs/development, staffing, web content management etc. DSR Infotech Limited is now an Associate company w.e.f. June 16, 2016.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act, 2013 (âthe Actâ) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, your companyâs Consolidated Financial Statements duly audited by the Statutory Auditors, are presented in this Annual Report along with Form AOC-1.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has not received any complaint of sexual harassment during the financial year 2015-16.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
AUDITORS (1) Statutory Auditors:
M/s. DMKH & Co., Chartered Accountants, Mumbai, are the statutory auditors of the Company and hold office till the conclusion of the 32nd Annual General Meeting (AGM) subject to ratification at each intervening AGM. They have furnished a certificate, confirming that if re-appointed, the re-appointment will be in accordance with Section 139 read with Section 141 of the Act. Pursuant to the provisions of the Act and the Rules made there under, it is proposed to ratify their appointment as the statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 32nd AGM. Members are requested to consider the ratification of their and authorize the Board of Directors to fix their remuneration.
(2) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Hardik Savla & Co, a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2016. The Secretarial Audit Report is annexed to this report.
The Auditorsâ Report for the financial year ended 31st March, 2016 contains following qualification, reservation, adverse remark or disclaimer:
Sr. |
Auditors qualification, reservation, adverse |
Boardâs comments |
No. |
remark or disclaimer |
|
1 |
As per Standalone Audit Report âEmphasis of Matterâ regarding compliance of section 203 of companies act, 2013 |
Company is looking for appointing a suitable candidates according to requirements of a company |
2. |
As per Consolidated Audit Report âEmphasis of Matterâ regarding unavailability of consolidated accounts of the subsidiary âDSR Infotech Ltdâ |
For the various integration requirements accounts of step-subsidiaries & Associates of subsidiary could not be finalized by such Companies management within the time frame as per Indian Accounting requirements. |
The Secretarial Auditorsâ Report for the financial year ended 31st March, 2016 contains following qualification, reservation, adverse remark or disclaimer:
Sr. No. |
Secretarial Auditors qualification, reservation, adverse remark or disclaimer |
Boardâs comments |
1. |
Non-compliance of section 203 of Companies Act, 2013 and the consequent defaults |
Company is looking for appointing a suitable candidates according to requirements of a company |
2. |
Non-compliance of regulations of SEBI (LODR) Regulations 2015 w.r.t. submission and publication of Annual Audited consolidated Accounts |
For the various integration requirements accounts of step-subsidiaries & Associates of subsidiary could not be finalized by such companies management within the time as per Indian Accounting requirements. |
The contracts or arrangements as covered u/s188 of the Companies Act 2013, is not entered into by the Company. Hence, no particulars are being provided in Form AOC-2 as mandated pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014.
THE EXTRACT OF ANNUAL RETURN
Extracts of Annual return in form MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is annexed hereto and forms part of this report.
UPDATES ON AMALGAMATION
Honourable Bombay High Court has passed an order dated September 29, 2016 amending the Scheme of Arrangement between N2N Technologies Limited and Leadsoft Softech Private Limited. The Scheme of Arrangement shall be amended pursuant to said order.
MANAGERIAL REMUNERATION / PARTICULARS OF EMPLOYEES
Your company has not paid any managerial remuneration during the period under review, therefore no Disclosures in the Board Report as required under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 is provided and further your Company also has not employed any person at a remuneration in excess of the limit set out in the said Rules.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :
At the Annual General Meeting of the Company held on September 29, 2015, the Members had approved the appointment of Mr. Murtuza Ali Soomar, Mr. I Raghunath & Ms. Maya Chandra as an Independent Director for a term of five years as per the provisions of Companies Act 2013, however during the year Mr. I Raghunath & Ms. Maya Chandra have resigned from their positions on Board & its committees
The Board had appointed Mr. Nishant Upadhyay & Mr.Akhanda Pratap Singh as an Additional Director (Independent). Further Board appointed Ms. Mahalakshmi Dandapani as an Additional Director-Women (Independent) on March 18, 2016. All the newly appointed directors are liable to vacate their office on the date of the AGM. Your board recommends their appointment for a term of five years as an Independent director of the company as required under the Companies Act 2013. Accordingly resolutions has been incorporated in the Notice for members approval in the ensuing AGM. Presently, no one is appointed or designated as key managerial personnel as per the requirements of section 203 of the Companies Act 2013.
In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Mr. Rahul Shah retires and is eligible for re-appointment.
BOARD AND COMMITTEE MEETINGS
Five Board Meetings were convened and held during the year i.e. on April'' 13, 2015, September 03, 2015, November 14, 2015, February 13, 2016 & 18th March 2016. The Board re-constituted the Audit Committee with the appointment of Mr. Nishant Upadhyay as Chairman and Mr. Rahul Shah, Mr. Akhanda Singh as Members. Also the Stakeholders relationship committee & Remuneration Committee is re-constituted with Mr.Nishant Upadhyay as Chairman and Ms. Mahalaxmi Dandapani Mr. Akhanda Singh as Members.
There have not been any instances when recommendations of the Audit Committee were not accepted by the Board. The intervening gap between the Meetings was within the period prescribed under the Act except for meetings between second quarter & first quarter.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013:
Your Company has not accepted any fixed deposits covered under chapter V of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The Companyâs internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Companyâs policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.
The Audit Committee along with Management oversees results of the internal audit and reviews implementation on a regular basis.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its bankers and various Government agencies. Your Directors also wish to thank all the employees for their co-operation.
By Order of the Board of Directors
Place: Mumbai
Date: November 12, 2016 Rahul Shah Nishant Upadhyay
Director Director
Mar 31, 2014
Dear Members
The Board of Directors of your Company are very happy in presenting the
29th Annual Report of the company together with audited statement of
accounts for the Financial year ended 31st March 2014.
FINANCIAL HIGHLIGHTS (Amount in Rs.)
Standalone
Particulars 2013-14 2012-13
Income 9,08,537 10,93,129
Profit/(Loss) before Extra- -42,46,716 -45,69,819
ordinary Items, Tax and Depreciation
Less: Depreciation 2,09,740 2,83,268
Profit/(Loss) before Provision for Tax -45,06,001 -48,53,087
Less: Provision for Taxation Nil -29,01,468
Profit/(Loss) after addition of share of -45,06,001 -19,51,619
profits from Joint Ventures
Consolidated
Particulars 2013-14 2012-13
Income 3,19,43,075 2,00,57,69,929
Profit/(Loss) before Extra- -40,48,591 12,68,37,924
ordinary Items, Tax and Depreciation
Less: Depreciation 17,25,713 96,53,937
Profit/(Loss) before Provision for Tax -58,23,849 11,71,83,987
Less: Provision for Taxation Nil 1,24,50,032
Profit/(Loss) after addition of share of 4,83,14,604 10,47,33,955
profits from Joint Ventures
BUSINESS STRATEGY & FUTURE BUSINESS :
Your Company has understood the responsibilities it has to face as
posed by the IT & ITes industry and committed to attain globally
recognised standards to take the lead. The Company is adopting the
philosophy of long term approach to help the growth of the industry
which would ultimately benefit all the business partners, communities,
society and the environment.
Your company''s mission is to provide best service in class solutions to
all clients who prefer to focus on their core business and to support
them in streamlining their business processes and reducing cost.
SUBSIDIARIES / JOINT VENTURES :
Your company as a corporate strategic tool has maintained its 68.39 %
stake in DSR Infotech Private Limited to continue it as a subsidiary.
During the year step down subsidiary Katalyst Technologies Inc has
issued fresh shares to outsiders as a result DSR infotech''s stake in
its share capital has come down to 50%, thus the Katalyst Technologies
Inc., is no longer remains a step down subsidiary of the Company.
A company having subsidiaries is required to attach to the Directors''
Report, Balance Sheet and Profit & Loss statement of its subsidiaries.
However, as a matter of green intiative government has exempted such
companies from publishing the audited consolidated financial statement
in the Annual Report to be circulated to shareholders.
In view of the above, Annual Report 2013-14 of your Company does not
contain the annual reports of its subsidiaries. A statement containing
summarized financials which includes reserves, total assets, total
liabilities, investments, total sales, profit before tax etc. of
subsidiary is included in this report. The audited annual accounts and
related information of subsidiary will be made available upon request.
These documents will also be available for inspection during business
hours at registered office of the Company.
AMALGAMATION :
Scheme of Amalgamation is sanctioned by Honorable High Court of
Judicature at Bombay, vide their order dated 29th Oct 2013, consequent
to which Board of Directors of the company at its Board Meeting held on
December 21, 2013 has made allotment of 13,41,400 equity shares of
Rs.10/- each to the shareholders and Debentureholders of Leadsoft
Softech Private Limited as per the said scheme. Approval of the SEBI''s
& Stock exchange for listing and trading for the shares so issued is
awaited.
CAPITAL STRUCTURE :
During the year Authorized Share Capital of the Company stood at Rs.
5,50,00,000/- and the Paid up capital has been increased to
Rs.4,40,80,660 from Rs.2,80,00,000.
Out of the total increase in paid up capital of16,08,066 equity shares
of Rs. 10 each , 2,66,666 Equity Shares were issued on conversion of
2,66,666, 0% Unsecured Optionally Convertible Debentures (@ Rs.150/-
per share), and balance 13,41,400 equity shares of Rs.10/- each have
been issued at par consequent to approval of scheme of Amalgamation
with Leadsoft Softech Private Ltd. by Hon'' High Court of Bombay.
DIVIDEND AND TRANSFER TO RESERVES :
Since during the year no revenue was generated by the company, your
Directors have not recommended any dividend for distribution on Equity
Share Capital of the Company for the Financial Year ended 31st March
2014. Hence, the amount to be transferred to General Reserve Account
does not arise.
QUALITY POLICY :
The Company believes that quality of our services depends on our
ability to attract and nurture the best talent and provide the best to
our customers by assuring the quality of the products, the Company will
ensure the best return for the Company and also maintain the reputation
and good will.
HUMAN RESOURCES DEVELOPMENT :
Your Company recognizes business strategies and systems as the key
elements for sustained growth of business,thus now it is fine - tuning
the criteria for recruitment and induction into the organization to
suit new skill sets that are required. Training and development is also
being designed and drafted with varied inputs on job knowledge as well
as soft skills.
Employees are vital to the growth of the Organization. We have created
a favorable work environment that encourages innovation and
meritocracy.
LISTING:
The Company''s shares are listed on the BSE Ltd, Mumbai, where the
shares are actively traded.
CODE OF CORPORATEGOVERNANCE :
Good Corporate governance basically lies on the principles of
integrity, fairness, equity, transparency, commitment and
accountability to the stakeholders, employees, community and towards
environment protection. Stakeholders look forward to the Company for
transparency in its activities and disclosures. The management would
attempt to understand the expectations and concerns of the stakeholders
and explain to them our position on issues, management actions, and
performance and future objectives.
A separate section on Corporate Governance and a certificate required
under Clause 49(VII) confirming compliance of Corporate Governance
norms as stipulated in Clause 49 of the Listing Agreement entered with
the Stock Exchange is included in the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY :
Your Company is committed to improve the quality of life of the work
force and their families and also the community. Further, the Company
believes that undertaking activities in such a manner that promote the
interest of all stake holders and society, which will help overall
development of the society.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :
The Company has installed the internal control systems suitable for the
Company considering the volume of business and its size.
FIXED DEPOSITS :
Your Company has not accepted any fixed deposits from public within the
meaning of Sec. 58A of the Companies Act, 1956 read with Companies
(Acceptance of Deposits) Rules, 1975 made there under and, as such, no
amount of principal or interest was outstanding on the date of the
Balance Sheet and also on the date of this report.
DIRECTOR''S RESPONSIBILITY STATEMENT :
As required by the Companies (Amendment) Act, 2000, your directors
based on the representation received from the management state that:
(a) in the preparation of the Annual Accounts, the applicable
Accounting Standards had been followed along with proper explanation
relating to material departures wherever applicable;
(b) the Directors has selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to five a true and fair view of 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 this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern
basis.
STATUTORY INFORMATION :
The particulars as prescribed under sub-section (1) (e) of Section 217
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules 1988, as amended
up to date, are set out hereunder:
(1) CONSERVATION OF ENERGY
With a view to conserve energy wherever possible and practicable, your
Company is planning to implement suitable electrical power savers and
devices. The Company has not incurred any expenditure under this head
during the year under review.
(2) RESEARCH & DEVELOPMENT, TECHNOLOGY ABSOPRTION, ADAPTATION &
INNOVATION Adopting a continuous research and development method in any
business will only bring positive results to the Company. These results
would be reflected in delivering quality products and finally to
register a higher profit and growth. Though your Company is inclined to
adopt research and development policy suitable to the business, for the
financial year under review, it has not spent specifically on this
account.
(3) FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL
(4) PARTICULARS OF EMPLOYEES
As per Sec. 217(2A) read with the Companies (Particulars of Employees)
Rules, 1975 as amended by the Companies (Particulars of Employees
(Amendment) Rules, 1988, no employee of the Company is drawing salary
more than the specified limit.
DIRECTORS :
In accordance with the provisions of Section 255 and 256 of the
Companies Act, 1956, and the Company''s Article of Association, Mr.
Haren Parekh (Independent Director- DIN: 00004883) retires by rotation
at the ensuing Annual General Meeting and being eligible, has offered
himself for re-appointment.
Also as per Companies Act 2013, the company need to appoint Independent
Directors within the meaning of Companies Act 2013, therefore existing
Independent Directors i.e. Mr.Haren Parekh (DIN: 00004883), Mr. Rajesh
Shah (DIN: 00079576) & Mr. Jayesh Desai (DIN: 05197040) who were
appointed as per clause 49 of listing agreement, need to be
redesignated as Independent directors under Companies Act 2013 to
modify their scope of duties, liabilities & appointment terms. Their
detailed profile forms a part of this Annual Report.
AUDITORS :
M/s. DMKH & Co., Chartered Accountants, holds office up to the
conclusion of the ensuing Annual General Meeting and being eligible has
offered themselves for re-appointment as required under Companies Act,
2013. They have furnished the necessary declarations for their
eligibility. The Board recommends their re- appointment.
MANAGEMENT DISCUSSION AND ANALYSIS :
In accordance with the Listing Agreement, the Management Discussion and
Analysis Report is annexed hereto and forms part of this Report.
AUDITORS'' REPORT :
The Auditors have not qualified their report and there are no
observations made by them.
COMPLIANCE CERTIFICATE :
As per provisions of Section 383A of the Companies Act, 1956,
compliance certificate from D S Momaya & Co., Practicing Company
Secretaries is annexed.
ACCLAMATION :
Your Directors wish to place on record their sincere thanks to the
valuable investors, banks, business associates, consultants and
advisors for their keen involvement with the Company''s affairs and
business and their support in the activities during the Financial Year.
Your Directors also place on record with gratitude the support and
guidance by the Government Authorities and other Government Agencies
and look forward to their continued support in the future.
For & on behalf of the Board of Directors of
N2N TECHNOLOGIES LIMITED
Sd/- Sd/-
Haren Parekh Rahul Shah
Date : 14/08/2014 Director Director
Mar 31, 2013
TO THE MEMBERS
The accordance with section 217 of the Companies Act, 1956 and with the
view to update the shareholders on the performance and activities in
the Company during the previous year, your Directors are pleased to
present their Report for the Financial year ended 3151 March, 2013
asunder:
FINANCIAL HIGHLIGHTS
(Amount in Rs.)
Particulars Stand-Alone Consolidated
2012-13 2011-12 2012-13 2011-12
Income 10,93,129 24,98,134 2,00,57,69,929 NA
Profit/(Loss) before
Extra-ordinary Items, (45,69,819) 15,82,097 12,68,37,924 NA
Tax and Depreciation
Less: Depreciation 2,83,268 3,82,864 96,53,937 NA
Profit/(Loss)
before Provision
for Tax (48,53,087) 11,99,233 11,71,83,987 NA
Less: Provision
for Taxation (29,01,468) (20,485) 124,50,032 NA
Profit/(Loss) after
Taxation (19,51,619) 12,19,718 10,47,33,955 NA
DIVIDEND
Your Directors think it prudent to utilize the funds for future
business growth hence does not recommend any dividend for the financial
year ended 31st March, 2013.
TRANSFER TO RESERVES
During the year, no amount has been transferred to General Reserves in
the Balance Sheet.
REVIEW OF OPERATIONS
The Stand-Alone and Consolidated Financial Highlights of the Company
are as stated above. During the year the Company has undergone many
structural and operational developments which are enlisted below:
Alteration in Memorandum & Articles of Association:
During the year, the Company changed its name from "Visisth Mercantile
Limited" to "N2N Technologies Limited" and also altered the Object
Clause in the Memorandum of Association of the Company to suit the
business of the Company. The Company has also shifted the registered
office of the Company from the city of Mumbai to the city of Pune
hence, shifting the registered office of the Company from jurisdiction
of ROC of Mumbai to jurisdiction of ROC of Pune. The approval of the
shareholders for the aforesaid transactions was obtained by voting
through Postal Ballot vide Resolution dated 17th August, 2012. The
details of the Postal Ballot are given in the Corporate Governance
Report which forms a part of this Annual Report.
Subsidiaries:
i) DSR Infotech Private Limited
During the year, the Company has made investments by way of purchasing
3,24,500 equity shares of DSR Infotech Private Limited. Consequently,
the shareholding of the Company in DSR Infotech is 68.39% making it the
subsidiary of the Company pursuant to Section 4 (1 )(b) of the
Companies Act, 1956.
ii) Katayst Technologies Inc
Katalyst Technologies Inc. a Company incorporated in the United States
which is a subsidiary of DSR Infotech Private Limited hence, making it
a subsidiary of the Company pursuanttoSection4(1)(c)ofthe CompaniesAct,
1956.
Amalgamation:
The Board of Directors in their meeting on 17th October, 2012 approved
the Amalgamation of the Company with "Leadsoft Softtech Private
Limited" which is engaged in the business of designing and development
of software solutions in order to combine the operations of both the
Companies which would provide economies in cost, better working capital
management, better administration and increased financial resources.
The swap ratio is:
- 10 (ten) equity shares of N2N Technologies Ltd for every 1 (one)
equity share of Leadsoft Softtech Private Limited.
- 10 (ten) equity shares of N2N Technologies Ltd for every 1(one)
Unsecured Optionally Convertible redeemable debentures of Leadsoft
Softtech Private Limited.
The in-principle approval is received by the Company from BSE Ltd vide
their letter dated 8m January, 2013 for the proposed scheme of
Amalgamation. The Company has filed an application with High Court and
the order is awaited. The Appointed date is 1st April, 2012. The Scheme
of Amalgamation shall be effective after obtaining requisite Order from
the High Court but shall be operative from the Appointed date as
mentioned above.
Preferential Issue of Debentures:
During the year, the Company vide resolution passed at the Meeting of
Board Of Directors on 24th September, 2012 and 8th November, 2012 and
approval of shareholders received vide Special Resolution passed
through Postal Ballot dated 31st October, 2012 issued 0% Unsecured
Optionally Convertible Debentures ("OCD") on a preferential allotment
basis in accordance with the regulations for Preferential Issues
contained in Chapter VII of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009 as
amended ("SEBI ICDR Regulations"). The purpose of the said issue was to
augment the resources for the capital expenditure, working capital
requirements and for general corporate purpose. The Company has
completed all the formalities and complied with all the rules and
regulations as applicable under Companies Act, 1956, listing agreement,
SEBI Regulations with regard to the said issue. The proceeds from the
Issue were utilized for capital expenditure, working capital / funds
for general corporate purpose as mentioned in the Notice and
Explanatory Statement which was dispatched to the shareholders for
passing of resolution through Postal Ballot.
FUTURE OUTLOOK
The Company has shifted its base from Mumbai to Pune, Pune being one of
the biggest IT hubs to enhance the scope of its services and to build
more clientele. During the previous year, the company was under process
of streamlining its activities due to the shifting of office. The
Company shall commence its operations from the current year and is
already undertaking constant efforts as is evident from the above
changes to expand its operations. The Company''s mission is to provide
the best in class solutions to all its clients who prefer to focus on
their core business and look to their partners to support them in
streamlining their business processes and reducing cost. The Company
believes that it has to be better than the competition at lower cost to
succeed and strives for the same.
DIRECTORS
In accordance with the provisions of Section 255 and 256 of the
Companies Act, 1956, and the Company''s Article of Association, Mr.
Rahul Shah retires by rotation at the ensuing Annual General Meeting
and being eligible, has offered himself for re-appointment. His
detailed profile annexed.
PUBLIC DEPOSIT
During the year, under review, the Company had not accepted deposits
from public within the meaning of Section 58A of the Companies Act,
1956.
AUDITORS
M/s. DMKH & Co., Chartered Accountants, holds office upto the
conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment. They have furnished the necessary certificate as
required under Section 224 (1B) of the Companies Act, 1956. The Board
recommends their re-appointment.
PARTICULARS OF EMPLOYEES
The Company does not have any employees in receipt of remuneration
equal to or exceeding limits as specified in Particulars of employees
required in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
directors based on the representation received from the management
state that:
1. In the preparation of the accounts, the applicable accounting
standards have been followed and there are no material departures.
2. Accounting policies selected were applied consistently. Reasonable
and prudent judgment and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2013
and of the profit of the Company for that period.
3. Proper and sufficient care has been taken 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 frauds and other irregularities.
4. The annual accounts of the Company have been prepared on a going
concern basis.
LISTING
The Company''s shares are listed on The Bombay Stock Exchange, Mumbai,
where the shares are actively traded.
CONSERVATION OF ENERGY
Our operations are not energy intensive. However significant measures
have been taken to reduce the energy consumption by purchasing latest
technology energy efficient equipments.
TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION
During the year, Company has not absorbed or imported any technologies.
FOREIGN EXCHANGE EARNINGS & OUTGOINGS
During the year ended March 31, 2013, the Company has not
incurred/received any foreign exchange.
CORPORATE GOVERNANCE
The Paid up Share Capital of the Company during the year 2012-13 was
Rs. 2,80,00,000/-. The Board of Directors vide Resolution passed at
their Meeting held on May 10, 2013 allotted 2,66,666 equity shares
pursuant to conversion of 0% Unsecured Optionally Convertible
Debentures into Equity Shares. The Paid up capital of the Company post
allotment is Rs. 3,06,66,660/- making the provisions of Clause 49 -
Corporate Governance applicable to the Company with effect from May
2013. Hence, the provisions of Corporate Governance were not applicable
to the Company during the year ended 31st March, 2013. However, the
Corporate Governance Report for the period from May 10,2013 to May
27,2013 is annexed.
MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the Listing Agreement, the Management Discussion and
Analysis Report is annexed hereto and forms part of th i s Report.
AUDITORS''REPORT
The Auditors have not qualified their report and there are no
observations made by them.
COMPLIANCE CERTIFICATE
As per provisions of Section 383Aof the Companies Act, 1956, compliance
certificate dated 27th May, 2013 from D S Momaya & Co., Company
Secretaries is annexed.
ACKNOWLEDGEMENT
The Directors would like to acknowledge and appreciate the efforts and
support of the employees of the Company, the shareholders for their
support and trust in the Company. The Directors are grateful to the
bankers, lenders, customers and associates of the Company for their
co-operation at all times.
Place : Mumbai For and on behalf
Date : May 27, 2013 of the Board of Directors
Rahul Shah
Director
Mar 31, 2012
The Directors' are pleased to present the 27th Annual Report of your
Company together with the Audited Statement of Accounts and the
Auditor's Report of your Company for the financial year ended, 31st
March, 2012. the summarized financial results for the year ended 31st
March, 2012 are as under:
Financial Results: (Amount in Rs.)
Particular For the
financial
year ended
31st For the
financial
year
ended,
March, 2012 31st March,
2011
Gross Receipt/other Income 23,47,463 (41,03,947)
Profit / (Loss) before
tax & Depre- 15,82,097 (55,55,090)
ciation
Less: Depreciation 3,82,864 5,19,948
Profit / (Loss) before tax 11,99,233 (60,75,038)
Provision for tax (20,485) 51,599
Profit / (Loss) After tax 12,19,718 (61,26,637)
Balance Carried over to Balance 12,19,718 (61,26,637)
Sheet
Dividend:
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and do not recommend any dividend for the
year ended 31st March, 2012.
Directors:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association, Mr. Chan- drashekhar Shantaram Korde, Director
of the Company who is liable to retire by rotation and being eligible,
offers himself for re-appointment at the ensuring Annual General
Meeting.
During the year, Mr. Rahul Shah, Mr. Haren Parekh, Mr. Jayesh Desai and
Mr. Rajesh Shah were inducted as Additional Directors of the Company
under Section 260 of the Companies Act, 1956 and they hold office only
upto the date of forthcoming Annual General Meeting. the Company has
received notices from some of the shareholders of the Company proposing
their candidature for the post of Directors. Your Directors propose
their re-appointment as the Directors of the Company liable to retire
by rotation.
Further, during the year, Mr. Vinay Kumar Sarawgi, Mr. Ajit Kumar
Sarawgi, Ms. Rekha Rani Sarawgi, Mr. Vasant- lal Savla resigned from
the post of Directorship w.e.f. 3rd December, 2011. Your Directors
extend their sincere gratitude for the valuable services provided by
them during their tenure to the Board.
Directors Responsibility statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of
Directors of the Company confirms that-
1. In preparation of the Annual Accounts, the applicable accounting
standards have been followed.
2. that the Directors have selected such Accounting Policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2012 and of the profit or
loss of the Company for that period.
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. That the Directors had prepared the Annual Accounts for the year
ended 31st March, 2012 on a going concern basis.
Listing of shares:
The Company's share continues to remain listed with BSE Limited,
Mumbai, where the share is actively traded. Disclosures under Section
217(1)(d) of the Companies Act, 1956:
Except as disclosed elsewhere in this report, there have been no
material changes and commitments which can affect the financial
position of the Company which have occurred between the end of the
financial year 31st March, 2012 and the date of this report.
Transfer to Reserves in terms of Section 217 (1)(b) of the Companies
Act, 1956:
For the financial year ended 31st March, 2012, the Company did not
transfer any sum to Reserves. Therefore, your Company proposes to
retain the entire amount of profit in the Profit and Loss Account of
the Company.
Particulars of Employees:
The Company does not have any employee in receipt of remuneration equal
to or exceeding the limits pre- scribed under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employ-
ees) Rules, 1975, as amended.
Auditor:
M/s DMKH & Co., Chartered Accountants, having their office at C-9,
Sanjay Apartment, Near Gokul Hotel, SVP Road, Borivali(W), Mumbai-
400092, will retire at the ensuing Annual General Meeting of the
Company and being eligible offer themselves for re-appointment.
Your Directors recommend their re-appointment as Statutory Auditors of
the Company.
Auditors' Report:
The Auditors of the Company have not qualified their report and there
are no observations and suggestions made by the Auditors in their
report and therefore do not call for any further comments under Section
217(3) of the Companies Act, 1956.
Compliance Certificate:
As required under provisions of Section 383A of the Companies Act,
1956, Compliance certificate dated 14th August, 2012 from M/s D.S.
Momaya & Co., Company Secretaries is annexed.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The particulars as required under the provisions of Section 217(1)(e)
of the Companies Act, 1956 in respect of conservation of energy and
technology absorption have not been furnished considering the nature of
ac- tivities undertaken by the Company during the year under review.
Further during the year under review, the Company has neither earned
nor used any foreign exchange.
Acknowledgements:
Your Director's place on record their gratitude for the continuing
support of Shareholders, bankers, regula- tory bodies and other
Business associates at all levels.
Your Directors also wish to place on record their deep sense of
appreciation for the contribution and commit- ment displayed by the
employees.
For and on behalf of the Board
VISISTH MERCANTILE LIMITED
Place: Mumbai
Date: 14th August, 2012 Director Director
Mar 31, 2003
The Directors have pleasure in presenting the Eighteenth Annual Report
alongwith Audited Annual Accounts for the year ended 31st March, 2003.
Financial Highlights :-
(Rs in lacs)
FOR THE YEAR PREVIOUS YEAR
PARTICULARS ENDED 31.03.2003 ENDED 31-03.2002
Gross Profit/(Loss) 3.65 1.13
Less : Depreciation 1.07 1.25
Profit/(Loss) Before Tax 2.58 (0.12)
Less : Provision for Tax 0.89 NIL
: Deferred Tax 0.96 (1.35)
Profit/(Loss,) After Tax 0.73 1.23
Balance b/fd from Previous
Year 16.38 9.71
ADD : Accumulated Net Deferred NIL 5.44
Tax
Net Profit/(Loss) carried 17.11 16.33
to Balance Sheet
During the year under review the Company has earned Income of Rs. 7.74
Lacs & a Profit of Rs. 0.73 Lacs. Your Directors are hopeful of
acheiving better results in future.
Dividend :- Your Directors do not recommend any dividend for the year
ended 31st March, 2003.
Directors :-
Mr. Ajitkumar Kumar Sarawgi and Shri Niranjannkumar Sarawgi retires by
rotation and being eligible offer themselves for re-appointment.
Auditors ;-
The retiring Auditors M/s K. K. Khadaria & Co.,Chartered Accountants
have furnished the necessary certificate u/s 224(1.B) of the Companies
Act, 1956. Their re-appointment is recommended to the members of the
Company.
Conservation of Energy. Technology Absorrption & Foreign Exchange
Earnings & Outgo :-
Your Company is not a manufacturing company and has not consumed energy
& the information required under Form A doesnt apply. No comment is
made on Technology Absorption considering nature of activities
undertaken by your Company. During the year under
review your Company did not earn any Foreign Exchange & there is no
Foreign Exchange Outgo during the year under review.
Particulars of Employees :
No employee of the Company was in receipt of remuneration in excess of
limits prescribed under the Companies (Particulars of Employees) Rules,
1975 as amended upto date.
DIRECTORS RESPONSIBILITY STATEMENT :-
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm; that in preparation of the Annual Accounts, the applicable
accounting standards have been followed. Appropriate accounting
policies have been selected and applied consistently, and have made
judgement and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st
March, 2003 and the Profit for the period 1st. April, 2002 to 31st
March, 2003. Proper and sufficient cars has been taken for the
maintenance of ade- quate 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 the annual accounts have been prepared on a going
concern basis.
COMPLIANCE CERTIFICATE :-
A Compliance Certificate received from a Practicing Company Secretary
certifing compliances under the Companies Act, 1956 is attached
hereto.
General :-
Your Directors places on re-cord their appreciation for the
co-operation received from employees-, bankers and others.
For And on Behalf of
Board of Directors
DIRECTORS
PLACE : MUMBAI
DATED : 29TH AUGUST, 2003
Mar 31, 2002
The Directors have pleasure in presenting the Seventeenth Annual
Report alongwith Audited Annual Accounts for the year ended 31st
Financial Highlights :--
(Rs in lacs)
FOR THE YEAR PREVIOUS YEAR
PARTICULARS ENDED
31.03.2002 ENDED
31.03.2001
Gross Profit/(Loss) 1.13 (1.04)
Less : Depreciation 1.25 2.14
Profit/(Loss) Before
Tax (0.12) (3.18)
Less : Provision for
Tax NIL NIL
ADD : Deferred Tax
credit 1.35 NIL
Prof it/(Loss) After
Tax 1.23 (3.18)
Balance b/fd from
Previous Year 9.71 12.88
ADD : Accumulated Net
Deferred 5.44 NIL
Net Profit/(Loss)
carried 16.38 9.70
to Balance Sheet
During the year under review the Company has earned Income of Rs. 4.41
Lacs & sufferd a Loss of Rs. 0.12 Lacs. Your Directors are hopeful of
acheiving better results in future.
Dividend :-
Your Directors do not recommend any dividend for the year ended 31st
March, 2002.
Directors :-
Mr Jaikumar Kumar Sarawgi and Smt. Rekharani Sarawgi retires by-
rotation and being eligible offer themselves for re-appointment.
Auditors :-
The retiring Auditors M/S K. K. Khadaria & Co., Chartered Accountants
have furnished the necessary certificate u/s 224(1B) of the Companies
Act, 1956. Their re-appointment is recommended to the members of the
Company.
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings & Outgo ;Ã
Your Company is not a manufacturing company and has not consumed.
energy & the information required under Form A doesnt apply. No
comment is made on Technology Absorption considering nature of
activities undertaken by your Company. During the year under
review your Company did not earn any Foreign Exchange & there is no
Foreign Exchange Outgo during the year under review.
Particulars of Employees :
No employee of the Company was in receipt of remuneration in excess of
limits prescribed under the Companies (Particulars of Employees} Rules,
1975 as amended upto date.
DIRECTORS RESPQNSIBILTY STATEMENT :-
Pursuant to Section 2i7(2AA> of the Companies Act, 1956 the Directors
confirm; that in preparation of the Annual Accounts, the applicable
accounting standards have been followed. Appropriate accounting
policies have been selected and applied consistently, and have made
judgement and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st
March, 2002 and the Loss for the period 1st April, 2001 to 31st March,
2002. Proper and sufficient care has been taken for the maintenance of
ade- quate 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 the annual
accounts have been prepared on a going concern basis .
COMPLIANCE CERTIFICATE :-
A Compliance Certificate received from a Practicing Company Secretary
certifing compliances under the Companies Act, 1956 is attached hereto.
General :-
Your Directors places on record their appreciation for the co-operation
received from employees, bankers and others.
For And on Behalf of
Board of Directors
DIRECTORS
PLACE : MUMBAI
DATED : 26TH AUGUST, 2002