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Directors Report of N2N Technologies Ltd.

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

 
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