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Directors Report of Secure Earth Technologies Ltd.

Mar 31, 2015

The Directors present their report on the business and operations of the company for the year ending 31st March, 2015

PERFORMANCE OF THE COMPANY

The performance of the Company during the financial year ended on 31st March 2015 is summarized below.

1. Consolidated Financials including Subsidiaries

(Rs. in Lakhs)

Year ended 31.03.2015 Year ended 31.03.2014

Income from Operations 5628.81 13836.91

Other Income 41.65 30.54

Operating Profit (PBIDT) (42.27) (41.31)

Profit Before Tax (332.57) (379.06)

Profit after Tax (390.78) (482.94)

2. Stand alone performance

Year ended 31.03.2015 Year ended 31.03.2014

Income from Operations 1.14 9.39

Other Income 2.15 0.00

Operating Profit (PBIDT) (276.88) (513.96)

Profit Before Tax (277.49) (513.96)

Deferred Tax 5.22

Exceptional Items (17.50)

Profit after Tax (300.21) (513.64)

REVIEW OF THE PERFORMANCE FOR THE ACCOUNTING YEAR ENDED 31ST MARCH 2015

BUSINESS TRANSFORMATION

The management team supported by a highly respected Board has continued to build a technology and engineering company with a focus on Defense/ Homeland security, Financial Intelligence, Manufacturing intelligence, Health Care/ Life sciences including computational genomics and Communication technologies. These verticals along with a strong growth strategy built around Product Engineering and Cloud Engineering will form the core of the future strategy of the company.

Realtime Techsolutions Ltd (RTTS), headquartered in Bangalore, a core subsidiary of the company is the premier player in Intelligence platform for the Defense and Homeland security. This transaction was done as a share swap. The performance of RTTS is provided below.

Year ended 31.03.2015 Year ended 31.03.2014

Income from Operations 5062.30 5012.74

Profit before Tax (64.20) 38.45

Profit after Tax (97.03) 96.07

OUTLOOK OF THE COMPANY

The company through its subsidiary RTTS intends to grow Defense and the Homeland security practice aggressively organically and inorganically. The company has identified opportunities in the other areas as per its strategic plan. Given the recent changes in the Indian government and refocused intent to spend budgetary resources on the Defense Sector, the company is expecting a robust Order Book (approx. Rs 75 Crores), and expects to grow at a rapid pace, subject to availability of working capital.

The subsidiary company RTTS continues to invest in producing proof of concept to various clients which will potentially end up as order in future and it has invested over Rs 175 mm in R&D in the last years.

The management team believes that the potential of its chosen activities is enormous and is very optimistic about the years ahead.

VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

PERSONNEL

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees. The information required pursuant to Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company in this regard.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and there are no deposits matured and outstanding as on 31st March, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As on March 31, 2015, there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Act. The Company has certain unquoted investments in its subsidiary companies . The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

SUBSIDIARY COMPANIES

In accordance with the provision of the Companies Act 2013, the Annual Report of the following wholly owned subsidiaries is annexed to this Annual Report:

1. Synergy Information Technology Inc., USA

2. Synergy Log-In Systems Sdn. Bhd., Malaysia

3. Globsyn Technologies Inc., USA

4. Sigma Soft Pte Ltd., Singapore

5. BT System & Services Limited

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on arm's length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement.

DIRECTORS

None of companies directors are disqualified from being appointed as directors as specified in the provisions of section 149,150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement

DIRECTORS' RESPONSIBILITY STATEMENT:

Directors' Responsibility Statement Pursuant to Section 134 of the Act, the Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) Appropriate accounting policies have been selected and applied consistently and have 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 March 31, 2015 and of the profit and loss of the Company for the year ended March 31, 2015;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE.

COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 40 of the Listing Agreement is attached to this Report along with the Report on Corporate Governance.

A similar certificate from the Secretarial Auditor of the Company regarding compliance of the conditions of Corporate Governance is also attached.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

BANKS

Bankers to the Company is HDFC Bank Limited..

AUDITORS

The Auditors M/s. R. Devaranjan & Co. Chartered Accountant who have been appointed for the period of 5 years in the last Annual General meeting of the Company have confirmed their eligibility and willingness to accept the office.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy, Technology Absorption and Foreign Exchange Information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo are set out in the Annexure included in this report.

ACKNOWLEDGEMENT

Your Directors thank the customers, investors and bankers for their continuing support to your company's growth. Yours Directors place on record their appreciation of the contribution made by the employees at all levels, who, through their competence, hard work, solidarity, co-operation and support, have enabled the company to achieve significant growth during the year.

CAUTIONARY NOTE

The statements forming part of the directors' report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.



By Order of the Board

For SECURE EARTH TECHNOLOGIES LIMITED

Dated: 29th day of August 2015

Registered Office: Hari Chandra

407, Dalamal Towers, (Chairman)

Nariman Point, Mumbai 400 021


Mar 31, 2011

To the Members,

The Directors present their report on the business and operations of the company for the year ending 31st March, 2011.

PERFORMANCE OF THE COMPANY

The performance of the Company during the financial year ended on 31st March 2011 is summarized below

1. Consolidated Financials including Subsidiaries

(Rs. in Lakhs) (Rs. in Lakhs) Year ended Year ended 31.03.2011 31.03.2010

Income from Operations 791.33 1057.18

Other Income 4.48 8.76

Operating Profit (PBIDT) (5.48) 94.92

Profit before Tax (32.33) 63.05

Profit after Tax (45.72) 49.25

2. Indian Company numbers (Rs. in Lakhs) (Rs. in Lakhs) Year ended Year ended 31.03.2011 31.03.2010

Income from Operations 409.80 429.80

Other Income 4.48 8.03

Operating Profit (PBIDT) 46.60 88.65

Profit before Tax 19.89 57.58

Profit after Tax 6.50 45.06

REVIEW OF THE PERFORMANCE FOR THE ACCOUNTING YEAR ENDED 31 ST MARCH 2011

REVIEW OF OPERATIONS

The consulting business has grown from RM 1.2 mil in 2010 to RM 2.1 mil in 2011. Relationships with existing customers have grown which has helped to mine the accounts and get additional business from newer divisions of the clients.

PRODUCT BUSINESS

In the past one year Globsyn Infotech Ltd., has continued to serve their existing customers in both the product and services space. We have extended SWIFT operations for our customers for their new foreign exchange designated branches. We have 2 customers on streamlining their foreign exchange payments by enabling Straight Through Processing with Bank's in internal Core Banking and Treasury systems.

As SWIFT is a critical application for Bank's, we have enabled Real-Time Disaster Recovery for SWIFT operations for 2 of our esteemed customers. Our in-house developed product "SWIFThru" has been accepted well by Banks in India and both the customer's using our and competitor's SWIFT interface have expressed keen interest on our offering. At one of our esteemed customer, apart from facilitating real-time Email/SMS notifications of SWIFT transactions, we have even facilitated real-time E- Mail notifications of Account Statements and Bank Advices.

With our continuous focus on the 'Payment Solutions' area, we along with our Business and Support Partner, BankServ., USA are working on creating a generic OFAC/AML (Office of Foreign Asset Control / Anti Money Laundering) solution to scan through Suspect messages using the international Bridger's Watch List. We are closely working with a big private sector Bank on our AML solution. This solution will be a direct plug & play with any SWIFT system used by the Bank today. Additionally we are working with an international company for a Business Alliance to promote generic reconciliation solution to Bank's in India.

Globsyn Infotech Ltd, Kolkata team enhanced product for Banking sector a Payment solution messages, one for Foreign transaction and another for RTGS. The product is running in 3 Banks as POC expected to close the deal very soon.

In the past one year Globsyn Infotech Ltd, Kolkata, has continued to serve their existing customers in both the product ITMS and Services space. Our domestic and overseas customers are happy with the product features and services provided by support team.

This year, Globsyn Infotech Ltd, Kolkata designed and developed two new products (a) Social Media (b) Education Domain with high level scalable platform. Social Media connect to others, share articles, images and videos with friends, create own Forums,

Chat-Rooms and engage friends. This year, more than 2000 Students from 71 Engineering Colleges participated as Summer School Training Program. The other product is eGlobsyn on Education domain. It is a technology driven platform that enables educational institutions and business organizations to move teaching, training and learning initiatives and programs on the Internet for E-learning to take place.

With the product business growth been restrictive, consultancy & service business focus has been increased many fold. We have planned to look at services business to our existing customers, Banks and also enhance consulting business overseas.

USA SUMMARY

(USD)

Year ended 31.03.2011 April 09 to March 10

Income from Operations 177610 969901

Profit before Tax (108302) 525

Profit after Tax (108302) 525

MALAYSIA SUMMARY

(RM)

Year ended 31.03.2011 April 09 to March 10

Income from Operations 2052195 1219970

Profit before Tax 31446 36708

Profit after Tax 25157 27363

USA - GLOBSYN TECHNOLOGIES INC

(USD)

Year ended 31.03.2011 April 09 to March 10 Income from Operations 1100 1500

Profit before Tax (16251) 425

Profit after Tax (16251) 425

OUTLOOK OF THE COMPANY

A stable recruitment team has been created at Kolkata HQ which supports consulting requirements for Malaysia. SAP consulting continues to be the focus area and a growing network of SAP professionals across various geographies shall help to fulfill client's requirements quickly and efficiently. Processes and HR policies set in place in the last few quarters have added positively to the reputation of the company among the consultant fraternity. This trend will continue for consultants to consider your company among the top choices to advance their career.

On the whole, management is optimistic about the year ahead.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year under review and there are no deposits matured and outstanding as on 31st March, 2011.

SUBSIDIARY COMPANIES

In accordance with the provision of Section 212 of the Companies Act 1956, the Annual Report of the following wholly owned subsidiaries is annexed to this Annual Report:

1. Synergy Information Technology Inc., USA

2. Synergy Log-In Systems Sdn. Bhd., Malaysia

3. Globsyn Technologies Inc., USA

DIRECTORS

Mr. Sujit Poddar, Mr. Romit Dasgupta and Mr. Rahul Dasgupta, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. R.C. Bhattacharya had been appointed as an Additional Director on the Board of Directors of the Company with effect from 26th day of May 2011. Pursuant to Section 260 of the Companies Act, 1956 and Articles 85 of the Articles of Association of the Company, Mr. R.C. Bhattacharya holds office up to the date of the 27th Annual General Meeting, and is eligible for re- appointment. The Company has received a notice from a Member along with requisite deposit, under Section 257 of the Companies Act, 1956, signifying his intention to propose the appointment of Mr. R.C. Bhattacharya as a Director of the Company.

None of the Company's Directors are disqualified from being appointed as Directors as specified in Section 274 of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

DIRECTORS' RESPONSIBILITY STATEMENT:

- As required under Section 217(2AA) of the Companies Act 1956, your Directors confirm that:

- In the preparation of annual accounts, the applicable accounting standards have been followed;

- Appropriate accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fiar view of the state of affairs of the Company as at 31.3.2011 and of its profit for the period ended on that date;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your company has complied with the Corporate Governance regulations as laid down in Clause 49 of the listing Agreement with the Stock Exchange, Mumbai. A detailed compliance report on Corporate Governance is enclosed in this report.

COMPLIANCE CERTIFICATE

A Certificate from the Secretarial Auditor of the Company regarding compliance of the conditions of the Corporate Governance is attached.

BANKS

Bankers to the Company is United Bank of India.

AUDITORS

The Auditors M/s. R. Devarajan & Co. Chartered Accountant retires at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed.

PERSONNEL

None of the employees are covered under Sections 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY AND TECHNOLOGY ABRSORPTION, RESEARCH AND DEVELOPMENT, FOREGIN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (1) € of section 217 of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors)Rule, 1988 are set act in the Annexure included in this report.

ACKNOWLEDGEMENT

Your Directors thank the customers, investors and bankers for their continuing support to your company's growth. Your Directors place on record their appreciation of the contribution made by the employees at all levels, who, through their competence, hard work, solidarity, co-operation and support, have enabled the company to achieve significant growth during the year.

For and on behalf of the Board of Directors

BIKRAM DASGUPTA Chairman

Place : Kolkata Dated : 29th day of July 2011


Mar 31, 2010

The Directors present their report on the business and operations of the company tor the year ending 31 March, 2010.

PERFORMANCE OF THE COMPANY

The performance of the company during the financial year ended on 31th March 2010 is summarized below 1 Consolidated Financials including Subsidiaries

(Rs. in Lakhs)

Year ended 9 month period ended

31.03.2010 31.03.2009

Income from Operations 1057.18 695.48

Other Income 8.76 148.12

Operating Profit (PBIDT) 94.92 154.86

Profit before Tax 63.05 121.61

Profit after Tax 49.25 113.31



2. Indian Company numbers (Rs. in Lakhs)

Year ended 9 month period ended

31.03.2010 31.03 2009

Income from Operations 429.80 495.00

Other Income 8.03 189.59

Operating Profit (PBIDT) 88.65 104.62

Profit before Tax 57.58 37.96

Profit after Tax 45.06 36.51

DIRECTORS

Mr. Bikram Dasgupta and Mr. K. Vijayaraghavan, Directors, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

Mr. Romit Dasgupta had been appointed as an Additional Director on the Board of Directors of the Company with effect from 28,h • day of January 2010. Pursuant to Section 260 of the Companies Act, 1956 and Articles 85 of the Articles of Association of the Company, Mr. Romit Dasgupta holds office up to the date of the 26h Annual General Meeting, and is eligible for re-appointment. The Company has received a notice from a Member along with requisite deposit, under Section 257 of the Companies Act, 1956, signifying his intention to propose the appointment of Mr. Romit Dasgupta as a Director of the Company.

Mr. Rahul Dasgupta had been appointed as an Additional Director on the Board of Directors of the Company with effect from 28" day of January 2010. Pursuant to Section 260 of the Companies Act, 1956 and Articles 85 of the Articles of Association of the Company, Mr. Rahul Dasgupta holds office up to the date of the 26" Annual General Meeting, and is eligible for re-appointment. The Company has received a notice from a Member along with requisite deposit, under Section 257 of the Companies Act, 1956, signifying his intention to propose the appointment of Mr. Rahul Dasgupta as a Director of the Company.

Mr. Chandan Kumar Roy resigned from the post of Director of the Company with effect from 1" June 2010. The board places on record its appreciation on the contributions made by him during his tenure as Director.

None of the Companys Directors are disqualified from being appointed as Directors as specified in Section 274 of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

DIRECTORS RESPONSIBILITY STATEMENT:

- As required under Section 217(2AA) of the Companies Act 1956, your Directors confirm that:

- In the preparation of annual accounts, the applicable accounting standards have been followed;

- Appropriate accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31.03.2010 and of its profit for the period ended on that date;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a going concern basis;

CORPORATE GOVERNANCE

Your company has complied with the Corporate Governance regulations as laid down in Clause 49 of the listing Agreement with the Stock Exchange, Mumbai. A detailed compliance report on Corporate Governance is enclosed in this report.

COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing agreement is attached to this Report along with the Report on Corporate Governance. A similar certificate from the Secretarial Auditor of the Company regarding compliance of the conditions of the Corporate Governance is also attached.

BANKS

Bankers to the Company include IDBI Bank Limited, ICICI Bank Limited, United Bank of India and Indian Bank.

AUDITORS

The Auditors M/S. R. Devarajan & Co. Chartered Accountants retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed.

PERSONNEL

None of the employees are covered under Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY AND TECHNOLOGY ABRSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO

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) Rule, 1988 are set out in the Annexure included in this report.

ACKNOWLEDGEMENT

Your Directors thank the customers, investors and bankers for their continuing support to your companys growth. Your Directors place on record their appreciation of the contribution made by the employees at all levels, who, through their competence, hard work, solidarity, co-operation and support, have enabled the company to achieve significant growth during the year.



For and on behalf of the Board of Directors

BIKRAM DASGUPTA

Chairman

Place Kolkata

Dated : 7th day of October 2010