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Directors Report of Spacenet Enterprises India Ltd.

Mar 31, 2015

Dear Member,

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

FINANCIAL HIGHLIGHTS:

(Rs lakhs)

Particulars Consolidated Standalone

For the year ended March 31 2015 2014 2015 2014

Revenue

Revenue from Operations..... 6,091.34 3,706.82 336.70 623.57

Other income ....... 35.57 98.47 9.79 12.32

Total Revenue............. . 6,126.91 3,805.29 346.49 635.89

Expenditure

Operating expenses..... 5,703.31 2,589.16 115.30 381.32

Employee benefits expense... . 355.81 317.29 157.79 176.10

Finance costs................ 183.43 138.76 62.31 75.40

Depreciation expense...... 12.08 30.08 5.10 3.90

Other expenses.............. 560.56 1,354.81 - -

Provision for impairment of .... - - - - assets

Total Expenses.................6,815.19 4,430.10 3,40.50 636.72

Profit/(Loss) Before Tax......(6,88.28) (624.81) 5.99 (0.84)

Less: Tax Expense ............ - - - -

Profit/(Loss) After Tax.......(6,88.28) (630.02) 5.99 (0.84)

Earnings / (Loss) per share

- Basic ................... 1.40 1.29 0.018 0.001

- Diluted ........................1.40 1.29 0.018 0.001

REVIEW OF OPERATIONS:

For the financial year ended March 31, 2015, your Company achieved revenues of Rs 6,091.34 Lakhs as against Rs 3,706.82 Lakhs during the previous financial year on consolidated basis. The company incurred a consolidated Net Loss of Rs 688.28 lakhs compared to Rs 630.02 lakhs in the previous financial year.

DIVIDEND:

Yours directors express their inability to declare dividends for the FY 2014-15.

BORROWINGS:

The company has no borrowings as on 31-3-2015.

DIRECTORS:

In accordance with Sections 149, 150, 152 & other applicable provisions if any, of the Companies Act, 2013 Shri P.Srinivasu (DIN: 02950420) 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 14 November, 2014 to 13 November, 2017. On 29 May, 2015 Mrs.Pathan Naazneen (DIN:07195917) was appointed as Additional 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 31-3-2015 Mrs.M.V.Laxmi was appointed as Woman Director of the company who resigned on 27-4-2015.

AUDITORS:

Statutory Auditors:

The Statutory Auditors, M/s Navitha 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.northgatetech.com

PREVENTION OF INSIDER TRADING:

The company has adopted a code of conduct for prevention of Insider Trading with a view to regulate trading in securities by the directors, KMPs and designated employees of the company. The code requires pre-clearance for dealing in the companies securities and prohibits the dealing in securities of the company while in possession of unpublished price sensitive information in relation to the company. The Board and the designated employees have confirmed compliance with the code.

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-a-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.

SUBSIDIARIES:

Subsidiary Companies as per the provisions of Section 129 of the companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary company is prepared in Form AOC-1 and same is enclosed to this report as Annexure-A.

Your company has following subsidiaries viz., Northgate Investments Pte Ltd, Adgog UK Ltd and following step down subsidiaries viz., Globe 7 Pte Ltd, Social Media India Ltd.

LISTING OF SHARES

The shares of the company are listed on National Stock Exchange. 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. Foreign Exchange earnings and Outgo during the year under review, as given below:

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of thye 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 our Bankers, State and Central Government agencies for their timely support, co-operation and valuable guidance.

For Northgate Com Tech Limited

Place : Hyderabad P.Srinivasu P.Parthasarthi Date : 05 September, 2015 Executive Director Director DIN: 02950420 DIN:00004936




Mar 31, 2014

Dear Members,

(Section 134 of the Companies Act, 2013 is notified effective from 01.04.2014 which deals with the Board's Report. However, pursuant to issue of General Circular No.8/2014 dated April 4, 2014 by the Ministry of Corporate Affairs, disclosures under this report are made as per the provisions of Section 217 and other relevant rules applicable under the Companies Act, 1956)

TO THE MEMBERS OF NORTHGATE COM TECH LIMITED

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

FINANCIAL HIGHLIGHTS:

(Rs. lakhs)

Consolidated Particulars 2014 2013

Revenue

Revenue from operations 3,706.82 2,678.77

Other income 98.47 79.25

Expenses

Operating expenses 2,589.16 2,030.05

Employee benefits expense 317.29 378.61

Finance costs 138.76 204.91

Depreciation expense 30.08 71.75

Other expenses 1,354.81 1,129.30

Provision for impairment of assets. - -

Profit/(Loss) Before Tax (624.81) (1,056.60)

Less: Tax Expense 5.21 -

Profit/(Loss) After Tax (630.02) (1,056.60)

Earnings / (Loss) per share

- Basic (1.29) (3.05)

- Diluted (1.29) (3.05)

Standalone Particulars 2014 2013

Revenue

Revenue from operations 623.57 343.06

Other income 12.32 14.82

Expenses

Operating expenses 381.32 223.30

Employee benefits expense 176.10 100.19

Finance costs 75.40 82.28

Depreciation expense 3.90 6.16

Other expenses - -

Provision for impairment of assets. - -

Profit/(Loss) Before Tax (0.84) (54.05)

Less: Tax Expense - -

Profit/(Loss) After Tax (0.84) (54.05)

Earnings / (Loss) per share

- Basic (0.001) (0.16)

- Diluted (0.001) (0.16)



REVIEW OF OPERATIONS:

For the financial year ended March 31, 2014, your Company achieved revenues of Rs. 3,706 Lakhs as against Rs. 2,678 Lakhs during the previous financial year on consolidated basis. The company incurred a consolidated Net Loss Rs. 630 lakhs compared to Rs. 1,057 lakhs in the previous financial year. The main reason was due to provision/write off of advances and bad debts to the extent of Rs. 1,094 lakhs and a loss to the extent of Rs. 10.25 lakhs due to fire accident occurred at the company's registered office.

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 Mr P.Srinivasu, (DIN :02950420), 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 Navitha 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 7th 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 thereunder and as such the statement as required under the Companies Act, 2013 is not applicable.

SUBSIDIARIES:

Your Company has one subsidiary namely Social Media India Limited.

The Ministry of Corporate Affairs has issued a General Circular No.2/2011 dated February 8, 2011 granting a general exemption to the companies stating the provisions of Section212 of the Companies Act, 1956("Act") shall not apply in relation to subsidiaries of companies subject to the company fulfilling certain conditions stated in the said circular. The Company is in compliance with the conditions stipulated by the Ministry of Corporate Affairs. Therefore, the accounts and related reports of the subsidiary companies are not attached to Annual Report of the company for the year ended March 31,2014. The company will make available the accounts related information of the subsidiary companies upon request by any member/investor of the Company or its subsidiaries. Further, the accounts and related information of the subsidiary companies will be kept open for inspection by any Member, at the registered office of the Company and the registered offices of the subsidiaries during office house of the Company.

LISTING OF SHARES

The shares of the company will be listed on National Stock Exchange. The listing fee for the year 2014-15 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.

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 along with proper explanation relation 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 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; and

(v) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(vi) that the directors had devised 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. Foreign Exchange earnings and Outgo during the year under review, as given below:.

Foreign Exchange Earnings and Outgo:

For the Year ended March 31

2014 2013

Foreign Exchange Earnings 379.00 224.30

Foreign Exchange outgo Nil Nil

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

Sd/-

Place : Hyderabad P. Srinivasu Date : 03.09.2014 Executive Director


Mar 31, 2013

TO THE MEMBERS OF NORTHGATE COM TECH LIMITED

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

FINANCIAL HIGHLIGHTS:

(Rs.lakhs)

Consolidated Standalone Particulars 2013 2012 2013 2012

Revenue

Revenue from Operations 2,678.77 10,649.42 343.06 305.63

Other income ............. 79.25 215.23 14.82 28.30

Total Revenue............. 2,758.02 10,864.65 357.88 333.93

Expenditure

Operating expenses ....... 2,030.05 10,430.82 223.30 204.56

Employee benefits expense . 378.61 552.88 100.19 125.83

Finance costs ............. 204.91 162.15 82.28 83.17

Depreciation expense ...... 71.75 215.14 6.16 34.25

Other expenses............. 1,129.30 819.26 - -

Provision for impairment of assets.... - 3,227.42 - 6441.09

Total Expenses ............ 3,814.62 15,407.67 411.93 6,888.90

Profit/(Loss) Before Tax... (1,056.60) (4,543.02) (54.05) (6,554.97)

Less: Tax Expense.......... - 202.05

Profit/(Loss) After Tax................. (1,056.60) (4,745.07) (54.05) (6,554.97)

Earnings / (Loss) per share

- Basic ................... (3.05) (9,490.14) (0.16) (13.109.95)

- Diluted ................. (3.05) (9,490.14) (0.16) (13,109.95)

REVIEW OF OPERATIONS:

For the financial year ended March 31, 2013, your Company achieved revenues of Rs.2,679 Lakhs as against Rs. 10,649 Lakhs during the previous financial year on consolidated basic. The company''s consolidated Net Loss Rs. 1,057 lakshs as against Rs. 4,746 lakhs for the year previous financial year.

AUDITORS:

The Statutory Auditors, M/s Navitha and Associates, Chartered Accountants, retire at this Annual General Meeting. The Board of Directors recommends appointment of M/s Navitha and 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.

SUBSIDIARIES

Your Company has subsidiaries in Singapore, United Kingdom and Hong Kong in these regions.

The Ministry of Corporate Affairs has issued a General Circular No.:2/2011 dated February 8,2011 granting a general exemption to the companies stating the provisions of section 212 of the Companies Act,1956 (Act")"shall not apply in relation to subsidiaries of companies subject to the company fulfilling certain conditions stated in the said circular. The Company is in compliance with the conditions stipulated by the Ministry of Corporate Affairs, Therefore, the accounts and related reports of the subsidiary companies are not attached to Annual Report of the company for the year ended March 31, 2013.The Company will make available the accounts related information of the subsidiary companies upon request by any member/investor of the Company or its subsidiaries. Further, the accounts and related in information of the subsidiary companies will be kept open for inspection by any Member, at the registered office of the Company and at the registered office of the subsidiaries during office hours of the Company.

LISTING OF SHARES

The shares of the company will be listed on National Stock Exchange. The listing fee for the year 2013-14 has already been paid to the NSE. The process of listing on NSE is currently undergoing.

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.

By Order of the Board

Place: Hyderabad Vijayashree

Date: 07 September 2013 Company Secretary

 
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