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Directors Report of Netlink Solutions (India) Ltd.

Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting their 29th Report together with the Audited Accounts for the year ended March 31, 2014

Financial Performance:

2013 -14 2012 -13 Rs. (In Lakhs) Rs. (In Lakhs)

Total Income 65.66 64.31

Total Expenditure 59.19 58.67

Profit Before Depreciation and Tax 6.47 5.64

Less: Deprecation 4.23 4.22

Less: Provision for Tax and F.B.T. Incl. Deferred Tax Liability 0.11 0.24

Net Profit after Tax 2.13 1.18

Less :Short Provision for Tax - -

Balance Brought Forward - -

Amount available for Appropriation 2.13 1.18

Proposed Dividend - -

Tax on Dividend - -

Transfer to General Reserve - -

Surplus Carried Forward 2.13 1.18

Total Appropriation Nil Nil



OVERVIEW

During the year the total Income of the Company has been Rs. 65.66 Lacs as compared to previous year total of Rs. 64.31 Lacs. Our company has made Profit amounting to Rs 2.13 Lacs after tax.

Presently the software development, search engine marketing and publication business is being carried out whereas all other businesses were not successful. Therefore, the Board feels the Com- pany should continue with its current business relating to software development, search engine marketing and publication. The Company proposes to venture back into the field of construction and development, which happens to be one of the main objects of the Company.

In view of the inadequacy of profits your directors are unable to recommend any dividend for the year under review.

DIRECTORS

Pursuant to the provisions of section 152 of the Companies Act, 2013 (''the Act''), Mrs. Rupa Modi, Executive Director of the Company retires by rotation at the forthcoming Annual General Meeting and seeks re-appointment.

Mr. Yogesh Becharbhai Girnara, Mr. Rajendra S Lokare and Mr. Premnath T Mishra, who were appointed as Independent Directors under the provisions of the Companies Act, 1956 and whose period of office is liable to determination by retirement of directors by rotation. Under the provisions of Section 149 of the Companies Act, 2013, independent directors shall not be liable to retire by rotation. Further, all existing independent directors shall be required to confirm with the eligibility criteria as prescribed under the Companies Act, 2013 and therefore all existing independent direc- tors are required to be appointed as such by the shareholders at the ensuing AGM. The Company has received Notices from Members signifying their intention to propose Mr. Yogesh Becharbhai Girnara, Mr. Rajendra S Lokare and Mr. Premnath T Mishra as Independent Directors under section 152 read with 149 of the Companies Act, 2013. The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under subsection (6) of Section 149 of the Act.

Further, Mr. Minesh Modi and Mrs. Rupa Modi were appointed as Whole Time Director and Execu- tive Director w.e.f. 16th July, 2011 and 28th July, 2011 respectively for a period of 3 years. The Board of Directors have at their meeting held on July 15, 2014, upon the recommendation of the remunera- tion committee, approved the re-appointment of Mr. Minesh Modi and Mrs. Rupa Modi as Whole Time Director and Executive Director w.e.f. 15th July, 2014 and 27th July, 2014 respectively for a period of 3 years, subject to the approval of members in the ensuing AGM.

The relevant resolutions for appointment of Mr. Yogesh Becharbhai Girnara, Mr. Rajendra S Lokare and Mr. Premnath T Mishra as independent directors and Mr. Minesh Modi and Mrs. Rupa Modi as Whole Time Director and Executive Director respectively are placed for the approval of members.

DEPOSITS

The Company has not accepted any deposits and as such no amount of principal or interest was outstanding on the date of balance sheet.

AUDITORS

M/s. K U Kothari & Co., Chartered Accountants (having ICAI firm registration no. - 105310W), the Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and have shown their willingness to be re-appointed as the Auditors of the Company for three (3) financial years, i.e., 2014-15, 2015-16 and 2016-17. Your directors recommend their appointment as Auditors of the Company.

As required under the provisions of section 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent and written certificate from the above auditors proposed to be re- appointed to the effect that their re-appointment, if made, would be in conformity with the limits, qualifications and eligibility norms specified in the said sections.

LISTING

The shares of the Company are listed on the Bombay Stock Exchange Limited. The Company is regular in complying with the provisions of the Listing Agreement entered into with the Stock Ex- change.

SECRETARIAL COMPLIANCE CERTIFICATE

As required under the provisions of Section 383A of the Companies Act, 1956, the Secretarial Com- pliance is attached herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars prescribed under clause (e) of sub-Section (1) of Section 217 of the Companies Act, 1956, read with the companies (Disclosure of particulars in Report of Board of Directors) Rule, 1988 are as follows:

CONSERVATION OF ENERGY

The company is not a manufacturing company and hence the details in respect of the above are not applicable.

RESEARCH AND DEVELOPMENT

The company has not undertaken any Research and Development activity in any specific area dur- ing the year under review, and hence no cost has been incurred towards same.

Technology Absorption : Nil

Foreign Exchange Earning : Rs. 304331 Foreign Exchange Outgo : Rs. 284775

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 217 (2AA) of the Companies Act, 1956, Directors confirm that:- a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judge- ments 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) they have taken proper and sufficient care for the maintenance of adequate accounting records in the 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;

d) they have prepared the annual accounts on a going concern basis.

EMPLOYEES

During the year the company has not employed any person, which required disclosure under section 217 (2A) of the Companies Act, 1956 to be read with the Companies Particulars of Employees Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your Directors hereby place on record their appreciation and co-operation and support received from all the customers, vendors, banks and share transfer agent and thank them for their valuable contribution in the growth of the company.

Your directors thank all the shareholders of the company for their continued support.

Your directors also thank all the government agencies, The Software Technology Parks of India, Bombay Stock Exchange Limited, SEBI, The Registrar of Companies, Mumbai for their support during the year and look forward to their continued support in future.

TO THE MEMBERS OF NETLINK SOLUTIONS (INDIA) LIMITED

We have audited the accompanying financial statements of NETLINK SOLUTIONS (INDIA) LIM- ITED ( "the company") which comprises the Balance Sheet as at 31st March 2014, and the state- ment of Profit & Loss Account and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Char- tered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclo- sures in the financial statements. The procedures selected depend on the auditor''s judgment, in- cluding the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control rel- evant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting esti- mates made by management, as well as evaluating the overall presentation of the financial state- ments.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2014;

b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on the date; and

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on the date.

Report on Other Legal & Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order") issued by the Cen- tral Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Com- pany so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on 31st March 2014 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

FOR K. U. KOTHARI & CO. CHARTERED ACCOUNTANTS F.R.No. 105310W

PRAKASH CHECHANI PLACE: MUMBAI (PARTNER) DATED:07.05.2014 M.No. 104203


Mar 31, 2013

Dear Members,

The Directors have the pleasure in presenting their 28th Report together with the Audited Accounts for the year ended March 31, 2013

Financial Performance:

2012-13 2011-12 Rs. Rs.

Total Income 6430748 8197332

Total Expenditure 5866839 5953617

Profit Before Depreciation and Tax 563909 2243715

Less: Deprecation 421924 (1050855)

Less: Provision for Tax and F.B.T. Incl. Deferred Tax Liability 24232 111639

Net Profit after Tax 117753 1304499

Less :Short Provision for Tax

Balance Brought Forward

Amount available for Appropriation 117753 1304499

Proposed Dividend

Tax on Dividend

Transfer to General Reserve

Surplus Carried Forward 117753 1304499

Total Appropriation 117753 1304499

OVERVIEW

During the year the total Income of the Company has been Rs. 64.31 Lacs as compared to previous year total of Rs. 81.97 Lacs. Our company has made Profit amounting to Rs 1.18 Lacs after tax.

Presently the software development, search engine marketing and publication business is being carried out whereas all other businesses were not successful. Therefore, the Board feels the Company should continue with its current business relating to software development, search engine marketing and publication until appropriate business opportunity is identified.

In view of the inadequacy of profits your directors are unable to recommend any dividend for the year under review.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Minesh V Modi and Mr. Rajendra Lokare, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment. Directors commend their re-appointment.

DEPOSITS

The Company has not accepted any deposits and as such no amount of principal or interest was outstanding on the date of balance sheet.

AUDITORS

M/s K U Kothari & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter showing their willingness to act as the auditor of the Company if re-appointed by the members of the Company and have forwarded the eligibility certificate u/s 224 (1B) of the Companies Act 1956. Members are requested to consider the appointment of M/s K U Kothari & Co., Chartered Accountants at the forthcoming Annual General Meeting of the Company.

LISTING

The shares of the Company are listed on the Bombay Stock Exchange Limited. The Company is regular in complying with the provisions of the Listing Agreement entered into with the Stock Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars prescribed under clause (e) of sub-Section (1) of Section 217 6f the Companies Act, 1956, read with the companies (Disclosure of particulars in Report of Board of Directors) Rule, 1988 are as follows:

Conservation of Energy

The company is not a manufacturing company and hence the details in respect of the above are not applicable.

Research and Development

The company has not undertaken any Research and Development activity in any specific area during the year under review, and hence no cost has been incurred towards same.

Technology Absorption Nil

Foreign Exchange Earning : Rs. 336801

Foreign Exchange Outgo : Rs. 340900

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) they 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 period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in the 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;

d) they have prepared the annual accounts on a going concern basis.

EMPLOYEES

During the year the company has not employed any person, which required disclosure under section 217 (2A) of the Companies Act, 1956 to be read with the Companies Particulars of Employees Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your Directors hereby place on record their appreciation and co-operation and support received from all the customers, vendors, banks and share transfer agent and thank them for their valuable contribution in the growth of the company.

Your directors thank all the shareholders of the company for their continued support.

Your directors also thank all the government agencies, The Software Technology Parks of India, Bombay Stock Exchange Limited, SEBI, The Registrar of Companies, Mumbai for their support during the year and look forward to their continued support in future. '' For and on behalf of the Board of Directors

Minesh Modi Rupa Modi

Whole Time Director Executive Director

Place: Mumbai

Date: 31.07.2013


Mar 31, 2012

The Directors have the pleasure in presenting their 27th Report together with the Audited Accounts for the year ended 31st March, 2012.

Financial Performance:

2011-12 2010-11 Rs. Rs.

Total Income 8197332 5998970

Profit Before Depreciation and Tax 2243715 819192

Less: Deprecation (1050855) (503012)

Less: Provision for Tax and F.B.T. Incl. Deferred Tax Liability 111639 (73616)

Net Profit after Tax 1304499 242564

Less: Short Provision for Tax - -

Balance Brought Forward - -

Amount available for Appropriation 1304499 242564

Proposed Dividend - -

Tax on Dividend - -

Transfer to General Reserve - -

Surplus Carried Forward 1304499 242564

Total Appropriation 1304499 242564

OVERVIEW

During the year the total Income of the Company has been Rs. 81.97 Lacs as compared to previous year total of Rs. 59.99 Lacs. Our company has made Profit amounting to Rs. 13.04 Lacs after tax. This has been a good year for the Company, with judicious growth, constantly evolving, and on the way creating and adding value. The main thrust of the management is on consolidating growth, and with an aim to sustain the growth.

Aditya Infotech is one of the leading Search Engine Marketing companies. The management is striving to make the Company technologically sound.

The portal www.easy2source.com caters to one of the largest readerships online. The portal has generated good response and we are optimistic of good response from the market.

In the magazine division 'Gifts and Accessories' is doing well. It has strengthen its position as the only B2B Trade Magazine in India based on Corporate Gifts and Stationary. The name of the magazine is well known to most manufacturers, suppliers, and corporate sectors pan India.

Taking into consideration the current market scenario and pitfalls of the stock market scenario, the Treasury Management & Administration Division has decided to be cautious with the investments of the company. A conservative approach will be maintained. These changes shall help in sustaining the company's development.

In order to conserve resources and inadequacy of profits your directors are unable to recommend any dividend for the year under review.

DIRECTORS

In accordance with the Articles of Association of the Company, Mrs. Rupa Modi and Mr. Yogesh Girnara, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. Directors commend their re-appointment.

DEPOSITS

The Company has not accepted any deposits and as such no amount of principal or interest was outstanding on the date of balance sheet.

AUDITORS

M/s. K U Kothari & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter showing their willingness to act as the auditor of the Company if re-appointed by the members of the Company and have forwarded the eligibility certificate u/s 224 (1B) of the Companies Act 1956. Members are requested to consider the appointment of M/s. K U Kothari & Co., Chartered Accountants at the forthcoming Annual General Meeting of the Company.

LISTING

The shares of the Company are listed on the Bombay Stock Exchange Limited. The Company is regular in complying with the provisions of the Listing Agreement entered into with the Stock Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars prescribed under clause (e) of sub-Section (1) of Section 217 of the Companies Act, 1956, read with the companies (Disclosure of particulars in Report of Board of Directors) Rule, 1988 are as follows:

Conservation of Energy

The company is not a manufacturing company and hence the details in respect of the above are not applicable.

Research and Development

The company has not undertaken any Research and Development activity in any specific area during the year under review, and hence no cost has been incurred towards same.

Technology Absorption : Nil

Foreign Exchange Earning : Rs. 855028

Foreign Exchange Outgo : Rs. 500602

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) they 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 period;

c) they 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;

d) they have prepared the annual accounts on a going concern basis.

EMPLOYEES

During the year the company has not employed any person, which required disclosure under section 217 (2A) of the Companies Act, 1956 to be read with the Companies Particulars of Employees Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your Directors hereby place on record their appreciation and co-operation and support received from all the customers, vendors, banks and share transfer agent and thank them for their valuable contribution in the growth of the company.

Your directors thank all the shareholders of the company for their continued support.

Your directors also thank all the government agencies, The Software Technology Parks of India, Bombay Stock Exchange Limited, SEBI, The Registrar of Companies, Mumbai for their support during the year and look forward to their continued support in future.

For and on behalf of the Board of Directors

Minesh Modi Rupa Modi WholeTime Director Executive Director

Place : Mumbai Dated : July 27, 2012


Mar 31, 2011

Dear Members,

The Directors have the pleasure in presenting their 26th Report together with the Audited Accounts for the year ended 31st March, 2011.

Financial Performance:

2010-11 2009-10 Rs. Rs.

Total Income 5998970 10798715

Profit Before Depreciation and Tax 793420 5270101

Less: Deprecation (477240) (366517)

Less: Provision for Tax and F.B.T. Incl. Deferred Tax Liability (61836) (636821)

Net Profit after Tax 254344 4266763

Less :Short Provision for Tax 11780 2355

Balance Brought Forward 43849088 39584680

Amount available for 44091652 43849088 Appropriation

Your Directors recommend appropriation as under

Proposed Dividend - -

Tax on Dividend - -

Transfer to General Reserve - -

Surplus Carried Forward 44091652 43849088

Total Appropriation 44091652 43849088

OVERVIEW

During the year the total Income of the Company has been Rs. 59,98,970 Lacs as compared to previous year total of Rs. 1,07,98,715 Lacs. Our company has made Profit of Rs 2,54,344 Lacs after tax. This year the turnover and profit has declined due to adverse market conditions. In view of the inadequate profit for the year under review, your Board does not recommend any dividend.

Aditya Infotech is one of the leading Search Engine Marketing companies. The management is striving to make trje Company technologically sound.

The portal www.easy2source.com caters to one of the largest readerships online. Through 2011-2012 we intend to further consolidate this position and also update ourselves in a way that keeps us in the leading position. In 2010 we had launched a portal called http://www.bollywoodchaska.com. The portal has generated good response and we are optimistic of good response from the market.

In the magazine division 'Gifts and Accessories' has continued to hold its own. It has fortified its position as the only B2B Trade Magazine in India based on Corporate Gifts and Stationary. The circulation of the magazine has increased substantially. Also, the name of the magazine is well known to most manufacturers, suppliers, and corporate sectors pan India.

Taking into consideration the current market scenario and pitfalls of the stock market scenario, the Treasury Management & Administration Division has decided to be cautious with the investments of the company. A conservative approach will be maintained. These changes shall help in sustaining the company's development.

Last year we could not give dividend because of losses. This year the profits are inadequate to declare dividend.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Rajendra Lokare and Mr. Premnath Mishra, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. Directors commend their re-appointment.

DEPOSITS

The Company has not accepted any deposits and as such no amount of principal or interest was outstanding on the date of balance sheet.

AUDITORS

M/s K U Kothari & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter showing their willingness to act as the auditor of the Company if re-appointed by the members of the Company and have forwarded the eligibility certificate u/s 224 (1B) of the Companies Act 1956. Members are requested to consider the appointment of M/s K U Kothari & Co., Chartered Accountants at the forthcoming Annual General Meeting of the Company.

LISTING

The shares of the Company are listed on the Bombay Stock Exchange Limited. The Company is regular in complying with the provisions of the Listing Agreement entered into with the Stock Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars prescribed under clause (e) of sub-Section (1) of Section 217 of the Companies Act, 1956, read with the companies (Disclosure of particulars in Report of Board of Directors) Rule, 1988 are as follows:

Conservation of Energy

The company is not a manufacturing company and hence the details in respect of the above are not applicable. Research and Development

The company has not undertaken any Research and Development activity in any specific area during the year under review, and hence no cost has been incurred towards same.

Technology Absorption Nil

Foreign Exchange Earning Rs. 6,87,109

Foreign Exchange Outgo Rs. 3,40,489

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) they 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 period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in the 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;

d) they have prepared the annual accounts on a going concern basis.

EMPLOYEES

During the year the company has not employed any person, which required disclosure under section 217 (2A) of the Companies Act, 1956 to be read with the Companies Particulars of Employees Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your Directors hereby place on record their appreciation and co-operation and support received from all the customers, vendors, banks and share transfer agent and thank them for their valuable contribution in the growth of the company.

Your directors thank all the shareholders of the company for their continued support.

Your directors also thank all the government agencies, The Software Technology Parks of India, Bombay Stock Exchange Limited, SEBI, The Registrar of Companies, Mumbai for their support during the year and look forward to their continued support in future.

For and on behalf of the Board of Directors

Minesh Modi Rupa Modi WholeTime Director Executive Director

Mumbai Dated: August 31, 2011


Mar 31, 2003

The Directors have the pleasure in presenting their 18th Annual Report together with the Audited Accounts for the year ended 31st March, 2003.

Financial Performance: Previous Year

Rs. Rs.

Total Income 42,18,486 12,05,708

Profit Before Tax 34,64,205 11,70,529

Provision for Tax 6,25,000 3,00,000

Provision for Taxation for Earlier Years — 42,636

Net Profit after Tax 28,39,205 8,27,893

Balance Brought Forward 4,95,401 (3,32,492)

Amount available for Appropriation 33,34,606 4,95,401 Your Directors recommend appropriation as under

Proposed Dividend 14,83,500 —

Tax on Dividend 1,90,185 —

Transfer to General Reserve 2,50,000 —

Surplus Carried Forward 14,10,921 4,95,401

Total Appropriation 33,34,606 4,95,401

Dividend

Your Directors have recommended a dividend of Rs. 1.50 per equity share. The dividend will be paid upon approval by the members in the ensuing Annual General meeting, to the registered member as on the book closure date.

Increase in Capital

During the year, the paid-up share capital of the Company increased from Rs. 49,45,000 divided into 4,94,500 equity shares of Rs. 10/- each to Rs. 98,90,000 divided into 9,89,000 equity shares of Rs. 10/- each consequent to Right Issue of the Company.

Overview

During this year the company has forayed into offering business solutions related to the Internet and has commenced operations to provide complete web based solutions ranging from Domain Name registration to software for Internet & dynamic content. The company has also sucessfully launched Search Engine Optimisation concept, specially developed for web promotion.

The company has also developed www.easy2source.com, the only trade portal on Indian products. The portal is designed to offer extensive information on Indian products and its suppliers.

Further, a 100% export oriented unit has been set up during November 2002 to cater to the International demand for web solutions.

Conservation of Energy, Technology Absorption and Foreign Exchange

The particulars prescribed under clause (e) of sub-Section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rule, 1988 are as follows:

Conservation of Energy

The company is not a manufacturing company and hence the details in respect of the above are not applicable.

Research and Development

The company has not undertaken any Research and Development activity in any specific area during the year under review, and hence no cost has been incurred towards same.

Technology Absorption : Nil

Foreign Exchange Earning : Rs. 17,12,732/-

Foreign Exchange Outgo : Rs. 14,730/-

Directors Responsibility Statement

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

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

b. they 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 period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in the 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;

d. they have prepared the annual accounts on a going concern basis.

Directors

Mr. Navnit Patel, a director of the company will retire by rotation at the ensuing General Meeting and is eligible for reappointment.

Auditors

M/s Mahadev Desai Associates, Chartered Accountants, Mumbai, retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.



For and on behalf of the Board of Directors

Minesh Modi Chairman

Mumbai Dated : 30th June, 2003

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