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Directors Report of Proseed India Ltd.

Mar 31, 2015

TO THE MEMBERS OF GREEN FIRE AGRI COMMODITIES LIMITED

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Accounts for the year ended 31st March, 2015.

Financial Highlights:

(Rs. lakhs)

Particulars Years ended Year ended 31 March 2015 31 March 2014

Revenue:

Revenue from Operations 90.05 103.01

Other income 7.03 7.30

Total Revenue 97.08 110.31

EXPENDITURE:

Purchase of stock in trade 83.06 98.93

Operating expenses 0.07 72.41

Employee benefits expense 23.25 25.72

Finance costs 316.85 259.37

Depreciation expense 0.79 12.24

Other expenses 13.15 1,058.50

Total 437.17 1,527.17

Profit/(Loss) Before Tax (340.09) *(1,428.31)

Less: Tax Expense - -

Profit/(Loss) After Tax (340.09) (1,428.31)

Earnings / (Loss) per share

- Basic (0.35) (1.49)

- Diluted (0.35) (1.49)

* Loss before tax includes Loss on account of Fire accident of Rs.11,44,958/-

REVIEW OF OPERATIONS:

For the financial year ended March 31, 2015, your Company had reported total income of Rs. 97.08 Lakhs as against Rs. 110.31 Lakhs during the previous financial year. The Company recorded a Net Loss of Rs. 340.09 lakhs as against net loss of Rs. 1428.31 lakhs during the previous financial year.

DIVIDEND:

During the year under review, the company has not declared any dividend.

BORROWINGS:

Please refer point no.V Indebtedness in this report and Schedule 2.4 and 2.9 of notes to accounts.

DIRECTORS:

In accordance with Sections 149, 150, 152 & other applicable provisions if any, of the Companies Act, 2013 Shri D.V.S. Prakash Rao (DIN :03013165) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. He was also proposed to be appointed as Executive Director of the company for a period of 3 (three) years from 14th November, 2015 to 13th November, 2018. On 31st March, 2015 Ms. M.V.Laxmi was appointed as Additional Director of the company. Owing to personal reasons she resigned on 27th April, 2015.

On 29th May, 2015 Ms. Pathan Naazneen (DIN No:07195917) was appointed as Additional Director (Woman Director). Her term of office is expiring at the conclusion of this Annual General Meeting. The company proposes to appoint her as Non – Executive woman Director on the Board whose term of office is liable to retire by rotation. On 13th August, 2015 Mr.Venkateswara Rao Tammineedi (DIN No:06806293) was appointed as Additional Director and Executive Director of the company. The company proposes to appoint Mr.Venkateswara Rao Tammineedi as Executive Director from 13th August, 2015 to 12th August, 2018 whose term of office is liable to retire by rotation is being sought from the members of the company at the ensuing Annual General Meeting.

AUDITORS: Statutory Auditors:

The Statutory Auditors, M/s Sarath and Associates, Chartered Accountants, have been appointed as statutory auditors of the company at the last Annual General Meeting held on 30.09.2014 for a period of Three (3) years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s ALB & CO, Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 1'.

Internal Auditors

M/s.A.S.Naidu & Co, Chartered Accountants perform the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of Companies Act, 2013 and the rules framed there under.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.greentfireagritech.com

RELATED PARTY TRANSACTIONS:

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. However, there were material related party transactions in terms of clause 49 of the listing agreement. All material related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES:

None of the employees are in receipt of the remuneration as set out under the Companies Act, 2013 and read with Rules made there-under and as such the statement as required under the Companies Act, 2013 is not applicable.

LISTING OF SHARES

The shares of the company are listed on National Stock Exchange and on the Bombay Stock Exchange Limited (BSE) under INDONEXT model. The listing fee for the year 2015-16 has already been paid to the NSE.

CORPORATE GOVERNANCE:

In accordance with Clause 49 of the Listing Agreement, a report on Corporate Governance along with the Practicing Company Secretary Certificate on compliance of conditions of Corporate Governance is annexed herewith and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance to the provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) the directors had 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 or loss 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 the 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 have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARINGS AND OUTGO:

The company has no activities relating to Conservation of Energy, Technology Absorption. The company has no Foreign Exchange earnings and Outgo during the year under review.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 2".

ACKNOWLEDGEMENTS:

Your Directors thank all the members, banks and regulatory and governmental authorities for their continued support. We take this opportunity to place on record our sincere thanks to out Bankers, State and Central Government agencies for their timely support, co-operation and valuable guidance.

For and on behalf of the Board

D.V.S.Prakash Rao

Place : Hyderabad Wholetime Director & CEO

Date : 5th September, 2015 (DIN No. 03013165)


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

Financial Highlights:

(Rs. lakhs)

Particulars Years ended Year ended 31 March 2014 31 March 2013

Revenue:

Revenue from Operations 103.01 14,657.84

Other income 7.30 85.29

Total Revenue 110.31 14,743.13

EXPENDITURE:

Purchase of stock in trade 98.93 14,222.39

Change in inventory stock-in trade - -

Operating expenses 72.41 604.66

Employee benefits expense 25.72 77.49

Finance costs 259.37 225.93

Depreciation expense 12.24 58.13

Other expenses 1058.50 230.17

Total 1527.17 15,418.77

Profit/(Loss) Before Tax *(1428.31) (675.64)

Less: Tax Expense - (29.55)

Profit/(Loss) After Tax (1428.31) (646.09)

Earnings / (Loss) per share

- Basic (1.49) (0.78)

- Diluted (1.49) (0.78)

*Loss before tax includes Loss on account of Fire accident of Rs. 11,44,958/-Review of operations:

For the financial year ended March 31, 2014, your Company had reported total income of Rs. 110.31 Lakhs as against Rs. 14743.13 Lakhs during the previous financial year. The Company recorded a Net Loss of Rs. 1428.31 lakhs as against net loss of Rs. 646.09 lakhs during the previous financial year.

Attention of Members is drawn to an extensive damage caused by the major Fire Accident due to short circuit at the then registered office of the Company at "Kartheek House", No.8-2-293/174/A25, Ground & First Floor, Road No.14, Banjara Hills, Hyderabad-500034, which completely destroyed the physical records, Registers and other documents up to 10.02.2014 and also affected the Data Processing Equipment, including Computers and Servers placed in that registered office. The Company has taken steps for recovering the data from the Back-up systems.

DIRECTORS:

In accordance with Sections 149, 150, 152 & other applicable provisions if any, of the Companies Act, 2013 Shri DVS Prakash Rao (DIN :03013165) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. T.Naresh Kumar, Mr.P.Parthasarathi and Mr.Y.Ramesh, Independent Directors of the Company be and are hereby appointed for a period of block of 5 years and not liable to retire by rotation.

AUDITORS:

The Statutory Auditors, M/s Sarath and Associates, Chartered Accountants, retire at this Annual General Meeting. The Board of Directors, pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules made thereunder, recommends appointment of M/s Navitha and Associates, Chartered Accountants, as Statutory Auditors of the Company for a period of block of Three (3) years from conclusion of this Annul General Meeting till the conclusion of 25th Annual General Meeting in the calendar year of 2017.

PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of Companies Act, 2013 and the rules framed there under.

PARTICULARS OF EMPLOYEES:

None of the employees are in receipt of the remuneration as set out under the Companies Act, 2013 and read with Rules made there-under and as such the statement as required under the Companies Act, 2013 is not applicable.

LISTING OF SHARES

The shares of the company are listed on National Stock Exchange and on the Bombay Stock Exchange Limited (BSE) under INDONEXT model. The listing fee for the year 2014-15 has already been paid to the NSE and the BSE.

CORPORATE GOVERNANCE:

In accordance with Clause 49 of the Listing Agreement, a report on Corporate Governance along with the Practicing Company Secretary Certificate on compliance of conditions of Corporate Governance is annexed herewith and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance to the provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm the following:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) that the directors had 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 or loss of the company for that period;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the annual accounts on a going concern basis;

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company has no activities relating to Conservation of Energy, Technology Absorption. The company has no Foreign Exchange earnings and Outgo during the year under review.

ACKNOWLEDGEMENTS:

Your Directors thank all the members, banks and regulatory and governmental authorities for their continued support. We take this opportunity to place on record our sincere thanks to out Bankers, State and Central Government agencies for their timely support, co-operation and valuable guidance

For and on behalf of the Board

Place : Hyderabad D V S Prakash Rao Date : 03.09.2014 Whole Time Director & CEO


Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the Twenty First Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

Financial Highlights:

(Rs.lakhs) Particulars Years ended Year ended 31 March 2013 31 March 2012

Revenue

Revenue from Operations 14,657.84 38,980.13

Other income 85.29 125.22

Total Revenue 14,743.13 39,105.35

Expenditure

Purchase of stock in trade 14,222.39 37,990.97

Change in inventory stock-in trade 20.75

Operating expenses 604.66 208.08

Employee benefits expense 77.49 131.99

Finance costs 225.93 106.68

Depreciation expense 58.13 47.63

Other expenses 230.17 216.88

Total 15,418.77 38,722.98

Profit/(Loss) Before Tax (675.64) 382.37

Less: Tax Expense (29.55) 135.69

Profit/(Loss) After Tax (646.09) 246.68 Earnings / (Loss) per share

- Basic (0.78) 0.50

- Diluted (0.78) 0.26

Review of operations:

For the financial year ended March 31, 2013, your Company had reported total income of Rs. 14,743.13 Lakhs as against Rs. 39,105.35 Lakhs during the previous financial year. The company recorded a net loss of Rs. 646.09 lakhs as against net profit of Rs. 246.68 lakhs during the previous financial year.

Directors:

In accordance with Section 256 of the Companies Act, 1956 Mr P Parthasarthi and Mr Y Ramesh, Directors of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr D V S Prakash Rao, as appointed as Additional Director with effect from 14.11.2012 and the Board commends for passing of the respective resolution proposed in the Notice of the Annual General Meeting.

Auditors:

The Statutory Auditors, M/s Sarath & Associates, Chartered Accountants, retire at this Annual General Meeting. The Board of Directors recommends appointment of M/s Sarath & Associates, as Statutory Auditors of the Company for the financial year 2013-14.

Public Deposits:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

Particulars of employees:

None of the employees are in receipt of the remuneration as set out under Section 217(2A) of the Companies Act, 1956 and as such the statement as required under Section 217(2A) of the Companies Act, 1956 is not applicable.

Employee stock option plans

Disclosures in accordance with Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are provided in the Annexure ''A'' forming part of this report.

Listing of shares

The shares of the company are listed on National Stock Exchange and on the Bombay Stock Exchange Limited (BSE) under INDONEXT model. The listing fee for the year 2013-14 has already been paid to the NSE and the BSE.

Corporate Governance:

In accordance with Clause 49 of the Listing Agreement, a report on Corporate Governance along with the Practicing Company Secretary Certificate on compliance of conditions of Corporate Governance is annexed herewith and forms part of this report.

Directors'' Responsibility Statement

In compliance to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) that the directors had 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 or loss of the company for that period;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the annual accounts on a going concern basis.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The company has no activities relating to Conservation of Energy, Technology Absorption. The company has no Foreign Exchange earnings and Outgo during the year under review.

Acknowledgements:

Your Directors thank all the members, banks and regulatory and governmental authorities for their continued support. We take this opportunity to place on record our sincere thanks to out Bankers, State and Central Government agencies for their timely support, co-operation and valuable guidance. For and on behalf of the Board

Place : Hyderabad P Parthasarthi

Date : September 07, 2013 Chairman


Mar 31, 2011

Dear Members,

The Board of Directors take pleasure in presenting their report for the financial year ended March 31, 2011.

Financial Highlights

(Amount Rs. In lakhs)

Particulars Consolidated Standalone

For the Year ended March 31 2011 2010 2011 2010 revenues 12,967.26 7,446.34 430.25 795.64 Cost of revenues 11,733.88 8,410.85 212.22 394.12 Gross Profit 1,233.38 (964.51) 218.03 401.52 Selling and Marketing expenses 102.75 2,205.49 5.88 8.98 general and administrative expenses 570.15 1,089.60 124.69 263.98 Bad and doubtful debts written off 101.64 1,873.41 - - advances written off - 75.44 158.04 34.66 Impairment loss - 6,136.99 - - Fixed assets discarded, net 0.61 81.94 0.47 81.93 provision for bad and doubtful debts 91.93 151.85 - provision for decline in the value of long

term investments - - - 9,433.11

Operating Profit/(Loss) before interest,

depreciation and amortization 366.30 (12,579.23) (71.05) (9,421.14) Financial expenses 84.81 24.38 101.65 87.89 Depreciation and amortization 353.48 2,940.83 54.51 112.12 Operating Profit / (Loss) before tax (71.99) (15,544.44) (227.21) (9,621.15) gain on Disposal of Subsidiary 16.31 - - - other Income, Net 215.91 1,190.97 52.24 0.84

Profit/(Loss) before Tax 160.23 (14,353.47) (174.97) (9,620.31) provision for taxes 18.68 278.56 0.33 256.65 Deferred 0.36 - - - Profit/(Loss) after Tax before prior period expenses 141.19 (14,632.03) 175.30) (9,876.96) prior period expenses - 66.41 - Profit/(Loss) after prior period expenses 141.19 (14,698.44) (9,876.96) Share of Minority Interest (36.07) - - Net Profit 105.12 (14,698.44) (9,876.96) Earnings per share (Rs.)

- Basic 0.26 (41.97) (0.44) (28.20) - Diluted 0.26 (41.97) (0.44) (28.20) Dividend rate - - - - paid up equity Share Capital 4,914.71 3,514.71 4,914.71 3,514.71

Financial Overview

During the financial year (FY) under review, the Company achieved revenues of Rs.12,967 Lakhs as against Rs.7,446 Lakhs in the previous year on consolidated basis. The Company's consolidated Net Profit for the year was Rs.105 Lakhs as against Rs.(14,698) Lakhs for the previous financial year. Management Discussion and Analysis forming part of this director's report includes detailed review of the financial performance of the Company.

the revenues of the group derived from its online advertising segment increased to rs.4,875 lakhs during the FY, as compared to rs.3,305 lakhs in the previous year. Further, the group has commenced new business segment of Commodity Trading from September 20, 2010 by acquiring 51% shareholding of Green Fire Agri Commodities private limited. the revenues from commodities trading segment was rs. 8,041 lakhs for the FY ended March 31, 2011. the Securities and Derivatives trading segment has been discontinued effective from November, 2010 by sale of 100% equity share of VAR Quant Tech Securities Private Limited. The Revenues from Securities and Derivatives segment for the year ended March 31, 2011 was rs. 50 lakhs.

Restructuring

the group has as part of its restructuring envisaged the segregation of its internet and commodity trading operations. The group believes that the restructuring will result benefits of; (a) Effcient and focused management on each segment; (b) Unlocking value for the shareholders of Northgate; and (c) Operating and Administrative effciencies. Accordingly, the Board of Directors of the Company at their meeting held on May 19, 2011, considered and approved the Composite Scheme of arrangement and amalgamation between Northgate technologies limited ("NTL") and Northgate Com Tech Limited ("Northgate Com") and Green Fire Agri Commodities Private Limited ("Green Fire") and their respective shareholders and Creditors ("Scheme") under Section 391-394 read with Sections 100-103 of the Companies act, 1956.

the Scheme is subject to the consent, approval of requisite majority of shareholders and creditors of Ntl, Northgate Com and green Fire, sanction of the high court of andhra pradesh and all other regulatory approvals as may be necessary for the implementation of the Scheme.

the Salient features of the Scheme are:

a) The appointed date of the Scheme is 1 April, 2011;

b) The Scheme involves the demerger of the Internet Business Undertaking of NTL into Northgate Com and Merger of Green Fire into NTL;

c) Based on Independent Valuation and fairness opinion, the Board approved and recommended the share entitle ratio as follows:

"1 (one) fully paid equity shares of Rs. 10 each of Northgate Com shall be issued and allotted for every 1 (one) equity share of rs. 10 each held in Ntl"

"158 (One hundred and ffity eight) fully paid equity shares of Rs. 10 each of NTL shall be issued and allotted for every 1 (one) fully paid equity shares of Rs. 10 each held in Green Fire (except in respect of shares held by NTL in Green Fire)."

d) Consequent to the demerger of the Internet business of NTL into Northgate Com, the equity shares of the Northgate Com will be listed on the National Stock Exchange of India ; and

e) Consequent to the Merger of Green Fire into NTL, the name of the NTL will be Changed to "Green Fire Agri Commodities limited and the face value and the paid up value of the equity shares of the Ntl together with the new shares issued and allotted on merger will be reduced by rs. 9 without payment to the holders of such equity shares of Ntl. the shares of Ntl will continue to list on National Stock exchange of India.

Dividend

No Dividend for the financial year ended March 31, 2011 has been recommended by the Board of Directors. No amount is transferred to the reserves on standalone basis, as the company has incurred losses for the financial year ended March 31, 2011.

Directors

During the year under review the Board has re appointed Mr. Venkata S. Meenavalli, as Chairman and Managing Director for a period of three years on the same terms and conditions with effect form September 1, 2011 and Mr. p. Srinivasu, executive Director of the Company for a period of three years with effect from September 1, 2011 on revised terms and conditions as stated in the resolution. the Board of Directors commends for passing of the respective resolutions prposed in the Notice of annual general Meeting.

Mr. p. parthasarathi and Mr. Y.ramesh, Directors, retire by rotation at the ensuing annual general Meeting and being eligible, offer themselves for reappointment.

Human Resources

as of March 31, 2011, the Company and its wholly owned subsidiaries employed 80 people out of which 73 people were located in India. We take adequate steps to ensure that compensation and benefits packages, working environment, professional and personal development are of global standards and are in line with organizational objective.

Fixed Deposits

the Company has not accepted any deposit within the meaning of Section 58a of the Companies act, 1956 and the rules made there under.

Auditors

the Statutory auditors M/s B S r and Company retires at this annual general Meeting. the Board of Directors recommends appointment of M/s. B S r and Company, as Statutory auditors of the Company for the FY 2011-12.

Auditors' Report

the Management has applied to the rBI for condoning of such non compliance and believes that the rBI would condone the non-compliance and that there would be no financial penalties imposed. Revenues and the Cost of revenues for this segment for the year ended March 31, 2011 is rs. 50.95 lakhs and rs. 52 lakhs respectively. the company sold 100% shareholding of VA R Quant Tech Securities Private Limited on November 11, 2010. Pursuant to the Share Sale Agreement dated November 11, 2010 for sale of 100% equity share of VA R Quant Tech Securities private limited, the Securities and Derivatives trading has been discontinued and the gain on sale of the subsidiary of rs 16.32 lakhs has been recorded under exceptional item.

Listing

The Shares of the Company is listed on National Stock Exchange of India Limited (NSE). The equity shares of the Company are permitted for trading with Bombay Stock exchange limited under INDoNeXt. the listing fee for the year 2011-12 has already been paid to the NSe.

Wholly Owned Subsidiaries (WOS) Northgate Investments Pte Limited (NIPL)

NIPL is a Singapore based group Investment holding Company and carries no other business activities.

Globe7 Pte Limited (GPL)

gpl carries online advertising business activities. gpl is a Singapore based wholly owned subsidiary of NIpl. For the FY'11 gpl recorded revenues of rs. 1,615.24 lakhs and Net loss of rs. 15,126.74 lakhs.

Axill Europe Limited, UK (AEL)

ael is a london based wholly owned subsidiary of gpl and is under the process of voluntary liquidation.

Globe7 HK Limited, Hongkong (GHL)

ghl is a hong Kong based wholly owned subsidiary of gpl. During the year no operations were carried out.

Social Media India Limited (SMIL)

SMIl is a India based wholly owned subsidiary of gpl. For the FY'11 SMIl recorded revenues of rs. 3,260.02 lakhs and achieved net profit of Rs. 576.04 Lakhs.

Globe 7Americas Inc., USA

globe 7 americas Inc., is a wholly owned subsidiary of ghl which was voluntarily liquidated during the year.

VAR Quant Tech Securities Private Limited (VAR)

The Company sold 100% shareholding of VAR Quant Tech Securities Private Limited on November 11, 2010.

Globe 7 UK Limited (Globe 7 UK)

globe 7 uK was incorporated on april 8, 2010. globe 7 uK owns group server farm located at Bournemoth, uK. globe 7 uK recorded revenues of rs. 157.25 lakhs for the year ended March 31, 2011 with a loss of rs. 5.38 lakhs.

Particulars under Section 212 of the Companies Act, 1956

the Ministry of Corporate affairs has granted exemption from complying with the provisions of Section 212 of the Companies Act, 1956 as the audited consolidated financial statements is presented in the Annual Report. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries. The audited financial statements and related information of subsidiaries, wherever applicable, will be provided to the members upon request. also the documents as per Section 212 of the Companies act, 1956 is available for inspection during business hours at the registered office at Hyderabad, India, for the members of the company.

Employee Particulars

None of the employees are in receipt of the remuneration as set out under Section 217(2A) of the Companies Act, 1956 and as such the statement as required under Section 217(2A) of the Companies Act, 1956, is not applicable.

Employee Stock Option Plans

Disclosures in accordance with Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are provided in the Annexure 'A' forming part of this report.

Corporate Governance

In accordance with Clause 49 of the listing agreement, a report on Corporate governance along with the Practicing Company Secretary Certifcate on compliance of conditions of Corporate Governance is annexed herewith and forms part of this report.

Director's Responsibility Statement

We the Directors of Northgate Technologies Limited, confrm the following:

(i) that in the preparation of the annual accounts, applicable accounting standards had been followed along with the proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period:

(iii) that the Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

Conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo

The particulars as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are provided in the Annexure 'B' forming part of this report.

Acknowledgements

Your Directors thank all the members, investors, business associates, service providers, banks, customers and regulatory and governmental authorities for their continued support. Your Directors place on record their appreciation of the contributions made by every employee of the Company.



For and on behalf of the Board place : hyderabad Venkata S Meenavalli

Date : September 02, 2011


Mar 31, 2010

The Board of Directors take pleasure in presenting their report for the financial year ended March 31, 2010.

Financial Highlights

(Amount Rs. In lakhs)

Particulars Consolidated Standalone

For the Year ended March 31

2010 2009 2010 2009

revenues ............... 7,446.34 56,034.27 795.64 1,299.71

less: Cost of revenues ...8,410.85 35,681.56 394.12 517.33

Gross Profit .............(964.51) 20,352.71 401.52 782.38

Selling and Marketing expenses ............... 2,205.49 9,184.16 8.98 6.66

general and administrative expenses 1,090.82 1,163.21 263.46 271.85

Bad and doubtful debt written off ............. 1,873.42 15,734.02 - -

advances written off ...... 75.44 527.94 34.66 -

Impairment loss ..........6,136.99 15,986.09 - -

Fixed assets discarded, net ............. 81.93 471.78 - -

loss on abandonment of assets ............... - - 81.93 290.89

provision for bad and doubtful debts ............ 151.85 2,056.07 - -

provision for doubtful deposits ............... - 102.00 - -

provision for decline in the value of long term investments .............. - - 9,433.11 26,277.37

Operating Profit / (Loss) before interest,

depreciation and amortization ....... (12,580.45) (24,872.56) (9,420.62)(26,064.39)

Financial expenses ..........24.38 99.41 87.89 4.15

Depreciation and ] amortization ..........2,940.83 7,157.57 112.12 161.20

Operating Proft / (Loss) before tax .....(15,545.66) (32,129.54) (9,620.63)(26,229.74)

other Income .............1,192.19 1,809.67 0.32 1,025.10

Net Profit / (Loss) before Taxation .......(14,353.47) (30,319.87) (9,620.31)(25,204.64)

provision for taxation .....278.56 (772.20) 256.65 102.49

Net Profit / (Loss) after Tax before prior period expenses . (14,632.03) (29,547.67) (9,876.96)

prior period expenses .......66.41 - -

Net Profit / (Loss) after prior period expenses ........ (14,698.44) (29,547.67) (9,876.96)(25,307.13) Share of Minority Interest .................. - 3.87 - -

Net Profit / (Loss) for the year .........(14,698.44) (29,543.80) (9,876.96) (25,307.13)

transfer to general reserve ................. - - - -

Earnings per share (Rs.)

- Basic - par value Rs. 10 per share ........... (41.97) (84.54) (28.20) (72.42)

- Diluted - par value Rs. 10 per share (41.97) (84.54) (28.20) (72.42)

Dividend Rate (%) ............ - - - - paid up equity Share Capital ................ 3,514.71 3,514.71 3,514.71 3,514.71

Financial Overview

During the Financial year (FY) under review, the company incurred Net loss of Rs.14,698.44 Lakhs as against net loss of rs.29,547.67 lakhs in the previous year on consolidated basis. the Company’s consolidated EPS for the year was Rs.(41.97) as against Rs.(84.54) for the previous financial year. Management Discussion and Analysis forming part of this director’s report includes detailed review of the financial performance of the Company.

the revenues of the group derived from its online advertising segment has declined to rs.3,305.94 lakhs during the FY, as compared to rs.56,034.27 lakhs in the previous year. Further, the group has incurred losses of rs.14,673.92 lakhs during the FY and its net-worth as at 31st March, 2010 reduced to rs.1,748.85 lakhs as compared to rs.16,511.49 lakhs as at 31st March, 2009. During the FA Y, the group initiated the sale of certain internet-based intellectual properties. there has been no closure of the transaction so far.

As part of its ongoing restructuring exercise which commenced during the previous financial year, the Group has scaled down its internet related business considerably. In March, 2010, the group decided to liquidate its UK based subsidiary, Axill Europe Limited (AEL) the process for which is currently being implemented. Consequently, the Group recorded an impairment charge of Rs.6,420.75 Lakhs, relating to the write down of the carrying values of fixed assets held by AEL to its estimated recoverable values. The Group has estimated the recoverable values of the fixed assets based on initial discussions with potential buyers.

Notwithstanding the significant decline in net-worth which is on account of operating losses, write-down in fixed assets in Axill Europe Limited (as explained above) as well as provision/write-off of bad and doubtful debtors, recorded during the FY ended March, 2010. the group believes that with the considerable scaling of its internet- related business, it has attained a sustainable scale of operations which will generate operating cash flows sufficient to meet its ongoing expenses. No further write-down of fixed assets is expected and current assets and liabilities are expected to be realized and settled in the normal course. Further, the group also believes that the scaled down operations are capable of sustaining in the foreseeable future. on the basis of the above, the group believes that the going concern assumption is valid and the online advertising segment is a continuing business segment.

Dividend

No dividend for the FY 2009-10 was recommended by the Board of Directors.

Explanation to the Auditors Qualification

the group commenced Securities trading on 10th December, 2009 through its subsidiary Var Quant tech Securities Private Limited (Var Quant). The main object of Var Quant is to be an Non-Banking Financial Company (NBFC). Under Section 45(IA) of the Reserve Bank of India (RBI) Act, a NBFC requires compulsory registration with the RBI and is not allowed to commence Financial activities without obtaining a certificate from RBI. Var Quant has not obtained such prior registration and is therefore in contravention of the RBI guidelines. on realizing the default, VAR Quant has discontinued such trading activities and applied to the regulatory authorities. as on 01 September 2010 VAR Quant obtained Sub-Broker Licence from Securities Exchange Board of India (SEBI) to trade in The National Stock Exchange of India (NSE) and hence permitted to do securities trading activities.

In case of securities trading business carried out through Var Quant, the group records the purchase and sale transactions (Rs.4,142.99 lakhs and Rs.4,140.40 lakhs respectively) of securities on a gross basis under “Cost of Revenues” and “Revenues” respectively. In the absence of a prescribed mandatory definite accounting treatment under Indian GAAP, the Company believes that a gross presentation fairly represents the underlying nature and substance of the intra-day securities trading activities undertaken during the year.

Directors

During the year under review the Board co-opted Mr. p. Srinivasu and Mr. K. Sujith Kumar as additional directors of the Company, who shall hold office up to the date of ensuing Annual General Meeting. The Board in the best interest of the Company recommends the appointment of Mr. p. Srinivasu as Director, liable to retire by rotation. the requisite notice along with the prescribed fee has been received from the member under Section 257 of the Companies act, 1956 proposing the candidature of Mr. p. Srinivasu as Director liable to retire by rotation. Mr. K. Sujit Kumar not opted himself for reappointment.

Mr. t. Naresh Kumar and Mr. Y. ramesh, Directors, retire by rotation at the ensuing annual general Meeting and being eligible, offer themselves for reappointment.

Human Resources

as of March 31, 2010, the Company and its wholly owned subsidiaries employed 92 people out of whom 86 people were located in India. We take adequate steps to ensure that compensation and benefits packages, working environment, professional and personal development are of global standards and are in line with organizational objective.

Fixed Deposits

the Company has not accepted any deposit within the meaning of Section 58a of the Companies act, 1956 and the rules made there under.

Auditors

the Statutory auditors M/s B S R and Company retires at this annual general Meeting. the Board of Directors recommends appointment of M/s. B S r and Company, as Statutory auditors of the Company for the FY 2010-11.

Listing

The Shares of the Company are listed on The National Stock Exchange of India Limited (NSE). The equity shares of the Company are permitted for trading with Bombay Stock exchange limited under INDONEXT model. the listing fee for the year 2010-11 has already been paid to the NSE.

Wholly Owned Subsidiaries (WOS) Northgate Investments Pte Limited (NIPL)

NIpl is a Singapore based group Investment holding Company and carries no other activities.

Globe7 Pte Limited (GPL)

gpl is a Singapore based group Intellectual property holding Company in which all the group’s intellectual property assets are held. GPL entered into worldwide, product by product licenses with other entities in the group that do business involving the intellectual property assets. GPL also carries online advertising business activities. GPL is a wholly owned subsidiary of NIPL. For the FY’10 GPL recorded revenues of rs.279.36 lakhs and Net loss of rs.2,079.11 lakhs.

Axill Europe Limited, UK (AEL)

ael is a london based wholly owned subsidiary of gpl. ael owns group server farm located at Stratford, London. For the FY’10 AEL recorded revenues of rs.303.04 lakhs and Net loss of rs.9,213.62 lakhs. AEL is under the process of voluntary liquidation. the creditors in the meeting held on 23.06.2010 approved the liquidation of the AEL.

Globe7 HK Limited, Hongkong (GHL)

GHL is a hong Kong based wholly owned subsidiary of GPL. For the FY’10 GHL recorded revenues of rs.1,180.40 lakhs and Net loss of rs.2,070.78 lakhs.

Social Media India Limited (SMIL)

SMIl is a India based wholly owned subsidiary of GPL. For the FY’10 SMIl recorded revenues of Rs. 2,025.59 lakhs and loss of rs.994.16 lakhs.

Globe 7Americas Inc., USA

globe 7 americas Inc., is a wholly owned subsidiary of GHL. globe 7 americas Inc., is under the process of voluntary liquidation.

VAR Quant Tech Securities Private Limited (VAR)

For the FY’10 VAR recorded revenues of rs.4140.40 lakhs and Net loss of rs.15.46 lakhs.

the main object of VaR is Securities and Derivatives trading. VAR commenced Securities trading on 10th December, 2009. VAR obtained Sub-Broker license from SEBI to carry securities trading in the NSE as on 1st September, 2010.

Globe 7 UK Limited (Globe 7 UK)

globe 7 U K was incorporated on 8th April, 2010. globe 7 UK owns group server farm located at Connexions 4 London Ltd, London.

Particulars under Section 212 of the Companies Act, 1956

the Ministry of Corporate affairs has granted exemption from complying with the provisions of Section 212 of the Companies Act, 1956 as the audited consolidated financial statements is presented in the Annual Report. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries. The audited financial statements and related information of subsidiaries, wherever applicable, will be provided to the members upon request. also the documents as per Section 212 of the Companies act, 1956 is available for inspection during business hours at the registered office at Hyderabad, India, for the members of the company.

Employee Particulars

None of the employees are in receipt of the remuneration as set out under Section 217(2A) of the Companies Act, 1956 and as such the statement as required under Section 217(2A) of the Companies Act, 1956, is not applicable.

Employee Stock Option Plans

Disclosures in accordance with Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are provided in the Annexure ‘A’ forming part of this report.

Corporate Governance

In accordance with Clause 49 of the listing agreement, a report on Corporate governance along with the Practicing Company Secretary Certificate on compliance of conditions of Corporate Governance is annexed herewith and forms part of this report.

Director’s Responsibility Statement

We the Directors of Northgate Technologies Limited, confirm the following:

(i) that in the preparation of the annual accounts, applicable accounting standards had been followed along with the proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period:

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

Conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo

The particulars as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are provided in the Cannelure ‘B’ forming part of this report.

Acknowledgements

Your Directors thank all the members, investors, business associates, service providers, banks, customers and regulatory and governmental authorities for their continued support. Your Directors place on record their appreciation of the contributions made by every employee of the Company.



For and on behalf of the Board

Place: Hyderabad Venkat S Meenavalli

Date: 01 September 2010 Chairman and Managing Director