You are here » Home » Companies » Company Overview » B2B Software Technologies Ltd

B2B Software Technologies Ltd.

BSE: 531268 Sector: IT
NSE: N.A. ISIN Code: INE151B01011
BSE LIVE 13:40 | 07 Dec 11.00 0.50
(4.76%)
OPEN

9.98

HIGH

11.00

LOW

9.98

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 9.98
PREVIOUS CLOSE 10.50
VOLUME 60
52-Week high 14.82
52-Week low 9.03
P/E 9.82
Mkt Cap.(Rs cr) 12.75
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.00
Sell Qty 290.00
OPEN 9.98
CLOSE 10.50
VOLUME 60
52-Week high 14.82
52-Week low 9.03
P/E 9.82
Mkt Cap.(Rs cr) 12.75
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.00
Sell Qty 290.00

B2B Software Technologies Ltd. (B2BSOFTTECH) - Director Report

Company director report

To

The Members

B2B Software Technologies Limited

Your Directors hereby present the Twenty First Annual Report of your Company togetherwith the Audited Accounts including Consolidated Accounts for the financial year endedMarch 31 2015 and the report of the Auditors thereon.

FINANCIAL RESULTS:

(In Rupees)

Standalone

Consolidated

PARTICULARS 2014 2015 2013 2014 2014 2015 2013 2014
Revenue from operations 54572549 47272600 82919783 72349239
Other Income 2484645 2301888 2484645 2301888
TOTAL INCOME 57057194 49574488 85404428 74651127
Total Expenditure 49735031 43432952 78040635 67801638
Profit / (Loss) before exceptional Items 7322163 6141536 7363793 6849489
Exceptional Items - - - -
Profit / (Loss) before extraordinary items 7322163 6141536 7363793 6849489
Extraordinary items - - - -
Profit / (Loss) before tax 7322163 6141536 7363793 6849489
Less: Provision for tax - - - -
Fringe Benefit Tax - - - -
Deferred Tax - - - -
Profit / Loss after tax for the year 7322163 6141536 7363793 6849489
Basic and Diluted EPS 0.63 0.53 0.64 0.59

Industry Structure and development

Microsoft Dynamics is a growing business and global organizations identify MicrosoftDynamics as the preferred vendor for their next ERP investment.Microsoft Dynamics customerrelationship management (CRM) and enterprise resource planning (ERP) software connectspeople processes and systems. With easy to use fast to implement tools to managefinancials supply chain and operations.Microsoft Dynamics is sold by a global network ofsolution specialists known as partners or resellers.

State of Company affairs

B2B is one of the Microsoft Partner specialized in providingImplementation services forMicrosoft Dynamics ERP in Microsoft Dynamics World. Our diverse clientele includesmid-sized companies and larger enterprises.

As a Microsoft partner B2B advances and adds value to Microsoft's leading businesssolutions and client relationships by ensuring that companies get the highest level ofattention expertise and results from Microsoft technology. B2B has developed severalAdd-on's namely Quality HR & Payroll Plant Maintenance and Life sciences Verticalfor Microsoft Dynamics on NAV and AX.

LISTING OF EQUITY SHARES:

The Company's Equity shares are presently listed on BSE Limited and the Company haspaid the Annual Listing Fees to the said Stock Exchanges for the financial year 2014 2015.

TRANSFER TO RESERVES:

Your Company has accumulated losses amounting to Rs.72561661/- brought forward fromthe previous years. The profit of Rs.7322163/- earned during the year has been adjustedagainst the losses and the accumulated losses are reduced to Rs.65567354/-. Hence yourcompany does not propose to transfer any amount to the Reserves.

CHANGE IN NATURE OF BUSINESS IF ANY:

During the year under review there has been no change in the nature of business of theCompany.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments in the business operations of the Companyfrom the Financial year ended 31st March 2015 to the date of signing of the DirectorsReport.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:

During the year the Board of Directors ('the Board') reviewed the affairs of thesubsidiary. In accordance with Section 129(3) of the Companies Act 2013 we have preparedconsolidated financial statements of the Company and its subsidiary which form part ofthe Annual Report. Further a statement containing the salient features of the financialstatement of the subsidiary in the prescribed format AOC 1 is appended as Annexure 1 tothe Board's report. The statement also provides the details of performance financialpositions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of the subsidiary are available on our websitewww.b2bsoftech.com. These documents will also be available for inspection during businesshours at our registered office.

CORPORATE GOVERNANCE:

The Corporate Governance Report and a certificate by the Statutory Auditors regardingcompliance of the conditions of corporate governance by your Company as stipulated inclause 49 of the Listing Agreement with Stock Exchanges are annexed to this Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in sub-section (6) of Section 149 of the Companies Act 2013.

MEETING OF INDEPENDENT DIRECTORS:

The performance of the Individual Directors on the Board and the Committees thereof isdone by the Board and the Independent Directors in their exclusive meeting done as per thepolicy formulated by the Board in this regard.

VIGIL MECHANISM:

In terms of the provisions of Section 177 of the Companies Act 2013 your Company hasformulated a Whistle Blower Policy as a Vigil Mechanism. This mechanism aims forconducting the affairs in a fair and transparent manner by adopting highest standards ofprofessionalism honesty integrity and ethical behaviour. All permanent employees of theCompany are covered under the policy.

This mechanism is for the employees to report concerns about unethical behaviouractual or suspected fraud or violation of Code of Conduct and Ethics. It also provides foradequate safeguards against victimization of employees who avail of the mechanism andallows direct access to the Chairman of the Audit Committee in exceptional cases.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the performance evaluation of the Board the Committees of the Board andIndividual Directors is done on annual basis.

The evaluation is done by the Board Nomination and Remuneration Committee andIndependent Directors with specific focus on the performance and effective functioning ofthe Board and Individual Directors.

CHANGES IN DIRECTORS:

INDUCTIONS:

On the recommendations of the nomination and remuneration committee the Boardappointed Ms. Rajeswari Immani (DIN: 07127791) as an Independent Director on the Boardwith effect from 28th March 2015. We seek your support in confirming the appointment ofMs. Rajeswari Immani (DIN: 07127791) in the ensuing Annual General Meeting.

RE APPOINTMENTS:

As per the provisions of the Companies Act 2013 Dr. Murthy Mutyala (DIN: 02394524) andDr. Ram Nemain (DIN: 01131212) retire at the ensuing Annual General Meeting and beingeligible seek their re-appointment. The Board recommends their re-appointment.

None of the independent directors will retire at the ensuing Annual General Meeting.

RESIGNATIONS:

None of the Directors have resigned during the year under review.

CHANGES IN KEY MANAGERIAL PERSONNEL:

Dr. RAM NEMANI:

During the year the Board of your Company has appointed existing Director Dr. RamNemani as Chief Executive Officer (CEO) with effect from 1st October 2014 which wasapproved by the Audit Committee and the Nomination and Remuneration Committee.

EXECUTIVE DIRECTORS :

Mr. V. Bala Subramanyam was appointed as Executive Director with effect from 1stOctober 2014 for a period of 3 years. Mr. V.V. Nagendra was redesignated as the ExecutiveDirector of the company with effect from 1st October 2014 for a period of 3 years. Thesaid appointments were approved by the members in the AGM held on 30.09.2014.

Mr. SUNIL NEMANI:

During the year the Board of your Company has appointed existing Director Mr. SunilNemani as the Chief Financial Officer (CFO) with effect from 1st October 2014 which wasapproved by the Audit Committee and the Nomination and Remuneration Committee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review 8 (Eight) Board meetings were held on the following dates:a. 28.05.2014 b. 06.08.2014 c. 23.08.2014 d. 30.09.2014 e. 25.10.2014 f. 16.12.2014 g.12.02.2015 h. 28.03.2015

The intervening gap between any two Board Meetings was within the period prescribedunder the provisions of the Companies Act 2013. All the recommendations given by theAudit Committee are accepted by the Board.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2014 15 theapplicable accounting standards have been followed and there are no material departures;

ii. selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year;

iii. and sufficient care to the best of their knowledge and ability for the maintenanceof adequate accounting records in accordance with the provisions of the Act. They confirmthat there are adequate systems and controls for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

iv. prepared the annual accounts on a going concern basis;

v. laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and operating properly; and

vi. devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

There have been no loans guarantees & investments under Section 186 of the Actduring the financial year 2014 15.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under any of the criteria specified under the provisions ofCompanies Act 2013. Hence the Company has not constituted any committee and is requiredto furnish information required under the provisions of the said Act.

COMMITTEES OF THE BOARD:

Audit Committee

The Audit Committee constitutes of Mr. M. Rambabu Mr. A. Rambabu Mr. Ch. Suresh Ms.Rajeswari Immani Dr. Murthy Mutyala and Dr. Ram Nemani. The Board of Directors haveaccepted all the recommendations given by the Audit Committee. The terms and reference ofAudit Committee and details of meetings are given in the Corporate Governance Report.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consits of Mr. A. Rambabu Mr. M. RambabuMr. Ch. Suresh and Dr. Murthy Mutyala. The terms of reference and the policy are providedin the Corporate Governance Report.

TRANSACTIONS WITH RELATED PARTIES:

There were no related party transactions during the year except that entered in theordinary course of business and on arms length basis. There were no materially significantrelated party transactions between your Company and the Directors promoters KeyManagerial Personnel and other designated persons which may have a potential conflict withthe interest of company at large.

Form AOC 2 for disclosure of particulars of contracts / arrangements entered into byyour company with related parties is attached herewith as Annexure II.

Risk and Risk Mitigations :

Microsoft Dynamics being a growing business new entrants into the market andcompetition will continue to exert pricing pressure undermining industry profitability.Strategic positioning and generating higher level of economic value by continuing to buildIP and offer value added services around verticals and add-on's is mandatory.

Scale of operations is limited to the existing level unless a fresh funding route isidentified. The Board of Directors of your company have not identified any risks whichwill affect the going concern nature of the company.

TECHNOLOGY ABSORPTION ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with clause (m) of sub section (3) of Section 134 of theCompanies Act 2013 is annexed herewith as Annexure III to this report.

PARTICULARS OF EMPLOYEES:

The information and statement required pursuant to Section 197 of the Companies Act2013 read with Rule 5 (1) and 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company are provided inAnnexure IV and forms part of this report.

The Nomination and remuneration committee of the Company has affirmed that theremuneration is as per the Remuneration policy of the Company.

Your Directors take this opportunity to record their deep appreciation of thecontinuous support and contribution from all employees of the Company.

EXTRACT OF ANNUAL RETURN:

As required under Sub-Section (3) of Section 92 of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 an extract of AnnualReturn in Form MGT 9 forms part of this report as Annexure V.

DEPOSITS:

During the year under review your Company has not accepted any fixed deposits and assuch no amount of principal or interest was outstanding as of the Balance Sheet date.

AUDITORS:

Statutory Auditors:

At the Annual General Meeting held on September 30 2014 M/s. Umamaheswara Rao &Co. Chartered Accountants were appointed as the Statutory Auditors of the Company tohold office till the conclusion of the Annual General Meeting to be held in the calendaryear 2019. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. Umamaheswara Rao & Co. CharteredAccountants as the statutory auditors of the Company is placed for ratification by theshareholders. In this regard the Company has received a certificate from the auditors tothe effect that if they are reappointed it would be in accordance with the provisions ofSection 141 of the Companies Act 2013.

There are no specifications reservations adverse remarks on disclosures by theStatutory Auditors in their report. They have not reported any incident of fraud to theAudit Committee of the Company during the year under review.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mrs. K. Jhansi Laxmi Company Secretary in Whole time Practice to undertakethe Secretarial Audit of the Company for the financial year 2014 2015. The SecretarialAudit report is annexed herewith as Annexure VI

Reply to observation raised by the Secretarial Auditor:

Owing to the Financial position of the Company we are not able to find a Whole TimeCompany Secretary who is suitable for our size of Company. The Company is still in processof search of a Whole Time Company Secretary.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under.

During the financial year 2014-15 the Company has not received any complaints onsexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the assistance and co-operationextended by the Bankers STPI Customs and Central Excise and various State and CentralGovernment Agencies. Your Directors also thank all the Customers Members and Employeesfor their valuable support and confidence in the Company.

For and on behalf of the Board
V. BALA SUBRAMANYAM V.V. NAGENDRA
Place : Hyderabad Executive Director Executive Director
Date: 14.08.2015 DIN: 06399503 DIN: 0231729

Annexure I to the Directors Report

Form AOC - 1

[Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014]

Statement containing salient features of the financial statement of subsidiaries /associate companies / joint ventures

Part "A" Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sl. No. Particulars Details
1. Name of the Company B2B Softech Inc. USA
2. Reporting period for the subsidiary concerned if different from the holding company's reporting period N. A.
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries 62.5908
4. Share Capital 3381120
5. Reserves & Surplus 1043
6. Total Assets 4550038
7. Total Liabilities 4550038
8. Investments -
9. Turnover 28347234
10. Profit before taxation 41630
11. Provision for taxation -
12. Proposed dividend -
13. % of shareholding 100%

Notes: The following information shall be furnished at the end of the statement

1. Names of the subsidiaries which are yet to commence operations: NIL

2. Names of the subsidiaries which have been liquidated or sold during the year: NIL

PART "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures:-

The Company does not have any associate companies and Joint Ventures. Hence theinformation required under this head is not being furnished.

V.Bala Subramanyam Dr.Y.Satyanarayana
Director
Executive Director DIN: 00360679
DIN: 06399503 Dr. Ram Nemani
Place: Hyderabad Sunil Nemani CEO & Director
Date: 18th May 2015 Chief Financial Officer DIN: 01131212

Annexure II to the Directors Report

Form No. AOC-2

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)]

Disclosure of particulars of contracts/arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

a) Name(s) of the related party and nature of relationship

b) Nature of contracts/arrangements/transactions

c) Duration of the contracts/arrangements/transactions

d) Salient terms of the contracts or arrangements or transactions including the valueif any

e) Justification for entering into such contracts or arrangements or transactions

f) Date(s) of approval by the Board

g) Amount paid as advances if any

h) Date on which the special resolution was passed in general meeting as required underfirst provison to Section 188

2. Details of material contracts or arrangement or transactions at arm's length basis:

Name(s) of the related party and nature of relationship Genius Doc Mr. Sunil Nemani Dr. Ram Nemani
Nature of contracts / arrangements / transactions Product Development and resource allocation Appointment as Chief Financial Officer Appointment as Chief Executive Officer
Duration of the contracts / arrangements / transactions 01st Jan 2011 to 31st Dec 2015. Three years Three years
Salient terms of the contracts or arrangements or transactions including the value if any Subject to cancellation by the company with three months notice. Renewal term automatic renewal for second five year term with the same terms and conditions. Payment for resources at direct resource cost plus 50% markup. Reimbursement of travel and local living expenses Provision of Car Driver and Boarding while onsite for the business of the Company. They have waived to receive remuneration Reimbursement of travel and local living expenses Provision of Car Driver and Boarding while onsite for the business of the Company. They have waived to receive remuneration
Date(s) of approval by the Board if any 14.02.2011 23.08.2014 23.08.2014
Amount paid as advances if any Nil Nil Nil

 

For and on behalf of the Board
V. BALA SUBRAMANYAM V.V. NAGENDRA
Place : Hyderabad Executive Director Executive Director
Date: 14.08.2015 DIN: 06399503 DIN: 00231729

Annexure III to the Directors Report

Information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 (3) ofthe Companies (Accounts) Rules 2014 and forming part of the Directors Report

A. CONSERVATION OF ENERGY:

a. the steps taken or impact on conservation of energy

b. the steps taken by the company for utilizing alternate sources of energy

c. capital investment on energy conservation equipments

B. RESEARCH AND DEVELOPMENT:

1. Specific areas in which research & development is carried out: NIL

2. Benefits derived: NIL

3. Future plan of Action: NIL

4. Expenditure on R & D: NIL

C. TECHNOLOGY ABSORPTION:

a. Efforts in brief made towards Technology absorption adoption and innovation : NIL

b. Benefits derived as result of the above efforts e.g. product improvement costreduction production development import substitution etc. : NIL

D. In case of imported technology imported during the last 5 years reckoned from thebeginning of the financial year following information may be furnished:

a. Technology Imported : NIL

b. Year of Import : NIL

c. Has technology fully absorbed areas where this has not been taken place reasonsthereof and plan of action : NIL

E. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Activities relating to exports initiatives taken to increase exports developmentof new export markets for products and services and export plans:

i. Reaching Microsoft Partners for Add-on sales by enrolling them as resellers.

ii. Reaching Microsoft Partners for Resource placement requirements onsite and offshore development works

iii. Signing up exclusive agreement with partners for specific countries for Add-onsales. b. Total Foreign Exchange used and earned:

Particulars of the transaction 2014 2015 2013 2014
(in Rs.) (in Rs.)
1.Total Foreign Exchange earnings 31328797 31270955
2.Foreign Exchange outgo - -
a. on account of import - -
- -
b. on account of import of Equipment
c. on account of Travel - -
- -
d. on account of payment of dividend
Total Foreign Exchange outgo - -

 

For and on behalf of the Board
V. BALA SUBRAMANYAM V. V. NAGENDRA
Place : Hyderabad Executive Director Executive Director
Date: 14.08.2015 DIN: 06399503 DIN: 00231729

ANNEXURE VI TO DIRECTORS REPORT

Secretarial Audit Report

For the Financial Year Ended 31-03-2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

B2B SOFTWARE TECHNOLOGIES LIMITED

3RD AND 4TH FLOOR AVR TOWERS 6-3-1112 BEHIND WEST SIDESHOWROOM NEAR SOMAJIGUDACIRCLE BEGUMPET HYDERABAD Telangana

I had conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by B2B SOFTWARE TECHNOLOGIESLIMITED (hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon. Based on my verification of the Company'sbooks papers minute books forms and returns filed and other records maintained by theCompany and also the information provided by the Company its officers agents andauthorized representatives during the conduct of secretarial audit I hereby report thatin my opinion the Company has during the audit period covering the financial year endedon 31st March 2015 complied with the statutory provisions listed hereunder and also thatthe Company has proper Board-processes and compliance-mechanism in place to the extent inthe manner and subject to the reporting made hereinafter: I have examined the bookspapers minute books forms and returns filed and other records maintained by B2B SOFTWARETECHNOLOGIES LIMITED ("The Company") for the financial year ended on 31st March2015 according to the provisions of:

i. The Companies Act 2013 (the Act) and the Rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the Rules madethereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment and Overseas Direct Investment (No activitiesduring the audit period);

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act') :

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) (Amendment) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not applicable to the Company during the Audit Period)

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee benefits) Regulations 2014 notified on 28th October 2014;(Not applicable to the Company during the Audit Period)

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit Period)

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents)Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not applicable to the Company during the Audit Period)

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not applicable to the Company during the Audit Period) I have also examined compliancewith the applicable clauses of the following:

i) Secretarial Standards issued by the Institute of Company Secretaries of India (notnotified hence not applicable to the Company during the audit period).

ii) The Listing Agreement entered into by the Company with BSE Limited (except Clause49 of the Listing Agreement). During the period under review the Company has compliedwith the provisions of the Act Rules Regulations Guidelines Standards etc. mentionedabove.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sentadequately in advance and a system exists for seeking and obtaining further informationand clarifications on the agenda items before the meeting and for meaningful participationat the meeting.

All decisions at the Board Meetings and Committee Meetings are carried out unanimouslyas recorded in minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.

The Company has not appointed whole-time company secretary as per the provisions of theCompanies Act 1956/2013 and the rules made thereunder.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

K. Jhansi Laxmi
Place: Secunderabad Company Secretary in Practice
Date:14/08/2015 CP No:10744

"ANNEXURE A"

To

The Members

B2B SOFTWARE TECHNOLOGIES LIMITED

3RD AND 4TH FLOOR AVR TOWERS 6-3-1112 BEHIND WEST SIDESHOWROOM NEAR SOMAJIGUDACIRCLE BEGUMPET HYDERABAD

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on the test basis to ensure that correct facts are reflected inSecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Where ever required I have obtained the Management representation about complianceof laws rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. My examination was limitedto the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of efficacy or effectiveness with which the management has conducted theaffairs of the Company.

K. Jhansi Laxmi
Place: Secunderabad Company Secretary in Practice
Date:14/08/2015 CP No:10744

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard