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Directors Report of Powersoft Global Solutions Ltd.

Jun 30, 2001

The Directors have pleasure in presenting the Ninth Annual Report of the Company with the Audited Statement of Accounts for the 15 months period ended 30-06-2001.

1. FINANCIAL RESULTS: (Rs. in Lakhs)

30.06.2001 31.03.2000 (15 months)

Income from operations 73.66 8.00

Total Expenditure 68.80 13.07

Net operative losses 65.85 0

Depreciation for the year 0.13 0.11

Profit/ (Loss) (60.85) (4.68)

2. DIVIDEND

In view of the losses incurred by the Company during the period under review, your Directors regret their inability to recommend dividend on Equity Shares for the period under review.

3. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the period.

4. DIRECTORS

Mr. Ashok Bhandari, retires by rotation and being eligible, offers himself for re- appointment. Mrs Seema Kamath and Mrs Meena Bhandari ceased to be Directors on 30th June 2001. Your Board records its appreciation for the services rendered by the outgoing Directors. Mr. Manish Poddar, CEO of Nirvann Corpn., New Jersey, USA has been appointed as Director.

5. AUDITORS

Messrs. Ishwar & Gopal, Chartered Accountants, Bangalore, who retire at the forthcoming Annual General Meeting, are eligible for appointment,

6. COMPOSITION OF AUDIT COMMITTEE

Audit Committee has been constituted in the month of June 2001 with three Directors of the Company. The Committee consists of Mr. Manish Poddar, Mr. P. Rajkumar and Mr. G. Ashok Bhandari.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A. CONSERVATION OF ENERGY:

The Company uses electric energy for its equipments such as air conditioners, computer terminals, lighting and utilities in the work premises and thereby the operations of the Company require only low energy consumption, Your Company, however, has taken adequate measures to conserve the energy consumption.

B. TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

The Company uses the latest technology available in modern technology applications Indigenous technology available is continuously being upgraded to improve overall performance. Research and Development continues to be given very high priority in Software Technology in the focused areas of business.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings during the year is Rs 36,92,100 as against Rs. NIL of previous year.

Foreign Exchange outgo during the year is Rs. NIL as against Rs. Nil of previous year.

8. ALLIANCE WITH NIRVANN CORPN. USA

The members may recall that during the period under review, approval was accorded at the Extraordinary General Meeting held on 20th February 2001 to issue shares to Nirvann Corp.,USA against cash remittances and by way of stock swap. Approvals were received from FIPB-Govt of India and RBI for the said issue and on 30th June 2001, 3407733 Equity Shares of Rs 10/- each (including 50000 shares for cash) were allotted to Nirvann Corp.,USA at a price of Rs. 50/- per share inclusive of premium Rs.40/- per share.

As against this, your Company was allotted 8% of the Common Stock in Nirvann Corp whose valuation as per independent CPA in the USA is about US Dollars 50 Million.

Consequently, your Company has become a subsidiary of Nirvann Corp. Mr. Manish Poddar, CEO of Nirvann Corp has been inducted in to the Board. Lot of efforts are underway to streamline the business growth with proactive support from Nirvann Corp. One is aware of the significant downslide in the IT business segment. Your Company Is no exception and has been hit hard by this. However, with the alliance of Nirvann in place, your Company will strive hard to improve performance in the days to come.

9. FINANCIAL YEAR

Your Company followed financial year as accounting year from the beginning. In view of the alliance with Nirvann Corp. and other related issues, your Board of Directors approved the change in accounting year to 15 months and therefore financial calendar of the Company for the currant period is from 01.04.2000 to 30.06.2001.

10. CORPORATE GOVERNANCE

In accordance with the Listing Agreement entered info with the Stock Exchanges, your Company furnishes a report on ail mandatory recommendations else where in this Annual Report as Annexure A.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Directors have fulfilled their responsibility for the preparation of the accompanying financial statements by taking all reasonable steps to ensure that:

These statements have been prepared in conformity with generally accepted accounting principles and appropriate accounting standards. Judgments and estimates that are reasonable and prudent have been made where necessary.

The accounting policies selected and applied consistently give a true and fair view of the financial statements.

The Company has implemented internal controls to provide reasonable assurance of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures, and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties.

The Companys Statutory Auditors, Messrs. Ishwar & Gopal, Chartered Accountants, Bangalore, have audited the financial statements in accordance with generally accepted auditing standards and practices as indicated in their report.

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

12. PERSONNEL

Employee relations at all levels continued to remain cordial.

Provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended, are not applicable to the Company.

13. ACKNOWLEDGEMENT

The Board of Directors desire to thank the Bankers, Vendors, Customers, Government Authorities and other acquaintances and also place on record their appreciation of the dedicated services rendered by the employees of the Company at all levels. Nothing would have been possible without the uniform support received from ail the investors and your Directors acknowledge the same with gratitude.

For and on Behalf of the Board For POWERSOFT GLOBAL SOLUTIONS LIMITED

(P. RAJKUMAR) Chairman

Place: Bangalore Date : 30-07-2001


Mar 31, 2000

The Directors have pleasure in presenting their Eighth Annual Report of the Company with the audited statement of accounts for the year ended on 31st March 2000.

OPERATIONS :

Yourcompany having the Pusiness of software services continued to lay emphasis on this line. Major portion of the revenue has accrued out of the software business. Your company has been able to make some inroads into overseas markets in as much as negotiations were held with potential customers from the UK and the USA.

A concrete Business Plan has been drawn up projecting the business expansion pro- gram.

The Company has been registered as 100% EOU with the Software Technology Park of India (STPI) in terms of the requirements of the recent Finance Bill.

Infrastructures consisting of 1800 Sq. feet of area and the manpower are being estab- lished at the STPI, KEONICS, Electronics City, Bangalore. The focus of your companys business is on E-commerce, ERP and other related software development.

The company ended with Rs. 8-50 lacs of revenue during the year and posted a loss of Rs. 4.68 chiefly due to writing off the expenses in the earlier business.

CHANGE OF NAME :

At the extraordinary General Meeting held on 28-2-2000 your aaproval was obtained to change the name of the Company from Bhandari Food Flavours Limited to POWERSOFT GLOBAL SOLUTIONS LIMITED which was evidenced by fresh certificate of incopropation issued by the Registrar of Companies in Kamatka at Bangalore.

SHARE CAPITAL

Despite several remainders, some of the shareholders holding partly paid up equity shares did not respond. After due compliance of legal requirements, your Board of Directors proceeded to forfeit 20,22,600 equity shares on which Rs. 2.50 was paid up, at the Board Meeting held on 30th Oct 1999. Your approval is now sought in terms of the listing agreements with Stock Exchanges to enable the Board of Direcors to re-issue the said forfeited shares. In the best interests of the Company, the Board will take steps to re-issue these forfeited shares at the prices to be determined in terms of the guide- lines of SEBI or any other authority. Shares are also proposed to be issued under suitable i ESOP requiring your approval.

OPEN OFFER :

Mr. P. Rajkumar through SMIFS CAPITAL MARKETS LTD., Bangalore has given an open offer to the public to buy 6,25,000 equility shares in terms of the provisions at the Takeover Code prescribed by SEBI, Details of the said offer were furnished in the letter of offer forwarded to all the shareholders by the said Acquirer.

DIRECTORS :

Mr.P.Rajkumar was appointed as Director during the year in place of Mrs. Krishna Singh. Mrs. Meena Bhandari retires by rotation and is eligible for reappointment.

AUDITORS :

Messrs. ISHWAR & GOPAL, Chartered Accountants retire at the forthcoming Annual General Meeting and are eligible for appointment.

PARTICULARS OF EMPLOYEES :

There was no employee drawing remuneration in excess of the limites prescribed under Section 21 7 (2-A) of the Companies Act 1956.

CONSERVATION OF ENERGY, TECHNOLOGY. A8SORBTION AND FOREIGH EXCHANGE EARNINGS AND OUTGO :

The Company has taken measures for reduction of energy consumption and cost. Ef- forts are ongoing io reduce the consumption of energy and the consequent impact on costs.

The Company has not imported any technology; with a view to attaining technology status comparable to the best in the industry, the focus has been on identifying specific areas of technology.

Company has not earned any foreign exchange. The foreign exchange outgo on ac- count of travel and import of capital goods are NIL.

ACKNOWLEDGEMENTS :

The Directors place on record their application for your co-operation and support. They wish to thank all government authorities, and also place on record their appreciation for the dedicated serveces rendered Py the employees of the Company.

for POWERSOFT GLOBAL SOLUTIONS LTD.

Place : Bangalore G. ASHOK BHANDARI A. MEENA BHANDARI

Dated : 29th July, 2000 Managing Director Director

 
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