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N2N Technologies Ltd.

BSE: 512279 Sector: IT
NSE: N.A. ISIN Code: INE043F01011
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OPEN 37.85
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VOLUME 2
52-Week high 43.00
52-Week low 36.10
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 37.85
Sell Qty 648.00
OPEN 37.85
CLOSE 37.55
VOLUME 2
52-Week high 43.00
52-Week low 36.10
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 37.85
Sell Qty 648.00

N2N Technologies Ltd. (N2NTECHNOLOGIES) - Director Report

Company director report

TO THE MEMBERS OF N2N TECHNOLOGIES LIMITED

Your Directors have pleasure to present 30th Annual Report and AuditedAnnual Accounts of your company for the year ended on 31st March 2015.

FINANCIAL HIGHLIGHTS:

STANDALONE BASIS

(Rs.IN LAKHS)
Particulars FY 2014-15 FY 2013-14
Total Income 14.18 9.08
Total Expenditure 21.64 54.10
Net Loss 7.46 45.02
Tax 0.30 Nil
Net Loss after tax expense 7.76 45.02

PERFORMANCE REVIEW & FUTURE OUTLOOK:

During the current year your Company has booked total income of Rs.14.18 Lakhs andLoss after tax of Rs.7.76 Lakhs on standalone basis. The source of income is on account ofinterest received on Investment/advances.

SUBSIDIARY:

Your Company has its strategic & Material subsidiary as DSR Infotech Limited (DSR).DSR has recently converted itself into Public limited company and earlier in march enteredinto a share purchase agreement with Idhasoft limited shareholders for taking control ofIdhasoft Ltd by purchasing about 77% stake in such company. During the period under reviewthe subsidiary has purchased 37.08% shares in Idhasoft Ltd. The acquisition oncecompleted will give DSR a full control on Idhasoft & its subsidiaries operating inUSA. Idhasoft group as a whole have rich experience in ERP system implementation as wellas software development.

The performance of DSR for the financial year 2014-2015 is as follows:

The total income of the DSR for the year ended March 31 2015 stood at Rs. 214.50 Lakhsand loss after tax stood at Rs.6.59 Lakhs as compared to a loss after tax of Rs.13.18Lakhs during the previous year.

Your Directors are expecting further growth in near future on consolidated basis andare confident that the policies strategies adopted by your company will yield betterreturns.

DIVIDEND & RESERVES:

In view of the inadequate profits your Directors do not recommend payment of Dividendfor the current financial year. The entire profit after tax will be adjusted against losscarried forward to the balance sheet from previous years.

SHARE CAPITAL:

As at March 31 2015 Your companies total paid up share capital stood atRs.44080660/- divided into 4408066 fully paid up equity shares of Rs.10/- each.During the year under review the Company has not issued any shares with or withoutdifferential voting rights. Also company has neither issued employee stock options norsweats equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.

As on 31st March 2015 Mr. Rahul Shah Promoter director of the Companyholds 31.27% shares of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OFREPORT

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy and Technology Absorption:

The Company has no particulars to report regarding conservation of energy technologyabsorption as required under Section 134(3)(m) of the Companies Act 2013 read with Rulesthere under.

B. Foreign exchange earnings and outgo:

B. Foreign exchange earnings and outgo:
Sr. No. Particulars Amt in Rs.
1 Foreign Exchange earned in terms of actual inflows during the year Nil
2 Foreign Exchange outgo in terms of actual outflows during the year Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company is committed to improve quality of lives of people in the community itsserves through long term stakeholder value creation with special focus on skillsdevelopment. The Company does not have to mandatorily constitute a Corporate SocialResponsibility (CSR) Committee in accordance with Section 135 of the Companies Act 2013.The company fully understands its role in society and is committed for sustainable &inclusive growth of people & the environment around its business.

BOARD AND DIRECTORS EVALUATION AND CRITERIA FOR EVALUATION

During the year the Board has carried out an annual evaluation of its own performance& performance of the Directors.

Your Company has constituted Nomination and Remuneration Committee which as per theprovisions of Companies Act 2013 has defined the evaluation criteria procedure and timeschedule for the Performance Evaluation process for the Board its Committees andDirectors. The criteria for Board Evaluation inter alia include degree of fulfillment ofkey responsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.

Criteria for evaluation of individual Directors include aspects such as attendance andcontribution at Board/ Committee Meetings and guidance/ support to the management outsideBoard/ Committee Meetings. In addition the Chairman was also evaluated on key aspects ofhis role including setting the strategic agenda of the Board encouraging activeengagement by all Board members and motivating and providing guidance to the Management.Criteria for evaluation of the Committees of the Board include degree of fulfillment ofkey responsibilities adequacy of Committee composition and effectiveness of meetings. Theprocedure followed for the performance evaluation of the Board Committees and Directorsis detailed in the Directors’ Report.

CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OFDIRECTORS:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178(3) of the Companies Act 2013.

Independence:

In accordance with the above criteria a Director will be considered as an‘Independent Director’ if he/ she meet with the criteria for ‘IndependentDirector’ as laid down in the Act.

Qualifications:

A transparent Board nomination process is in place that encourages diversity ofthought experience knowledge perspective age and gender. It is also ensured that theBoard has an appropriate blend of functional and industry expertise. While recommendingthe appointment of a Director the Nomination and Remuneration Committee considers themanner in which the function and domain expertise of the individual will contribute to theoverall skill-domain mix of the Board.

Positive Attributes:

In addition to the duties as prescribed under the Act the Directors on the Board ofthe Company are also expected to demonstrate high standards of ethical behavior stronginterpersonal and communication skills and soundness of judgment. Independent Directorsare also expected to abide by the ‘Code for Independent Directors’ as outlinedin Schedule IV to the Act.

REMUNERATION POLICY

The Company has adopted a Policy for remuneration of Directors Key ManagerialPersonnel and other employees which is aligned to its overall Human resource philosophy.The key factors considered in formulating the Policy are as under:

(a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

(b) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

(c) remuneration to Directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

The key principles governing the Company’s Remuneration Policy are as follows:

Remuneration for independent Directors and non-independent non-executive Directors:

• Independent Directors (‘ID’) and non-independent non-executiveDirectors (‘NED’) may be paid sitting fees for attending the Meetings of theBoard and of Committees of which they may be members and commission within regulatorylimits as recommended by the Nomination and Remuneration Committee (‘NRC’) andapproved by the Board.

• Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the Company taking into considerationthe challenges faced by the Company and its future growth imperatives. Remuneration paidshould be reflective of the size of the Company complexity of the sector/ industry/Company’s operations and the Company’s capacity to pay the remuneration and beconsistent with recognized best practices.

• The aggregate commission payable to all the NEDs and IDs will be recommended bythe NRC to the Board based on Company performance profits return to investorsshareholder value creation and any other significant qualitative parameters as may bedecided by the Board. The NRC will recommend to the Board the quantum of commission foreach Director based upon the outcome of the evaluation process which is driven by variousfactors including attendance and time spent in the Board and Committee Meetingsindividual contributions at the meetings and contributions made by Directors other than inmeetings.

• The remuneration payable to Directors shall be inclusive of any remunerationpayable for services rendered in any other capacity unless the services rendered are of aprofessional nature and the NRC is of the opinion that the Director possesses requisitequalification for the practice of the profession.

Policy on Remuneration for Managing Director (‘MD’) / Executive Directors(‘ED’) / Key Managerial Personnel (‘KMP’)/ rest of the Employees:

• The extent of overall remuneration should be sufficient to attract and retaintalented and qualified individuals suitable for every role. Hence remuneration should bemarket competitive driven by the role played by the individual reflective of the size ofthe Company complexity of the sector/ industry/ Company’s operations and theCompany’s capacity to pay consistent with recognized best practices and aligned toany regulatory requirements. Basic/ fixed salary is provided to all employees to ensurethat there is a steady income in line with their skills and experience.

• In addition the Company provides employees with certain perquisites allowancesand benefits to enable a certain level of lifestyle and to offer scope for savings. TheCompany also provides all employees with a social security net subject to limits bycovering medical expenses and hospitalization through re-imbursements or insurance coverand accidental death and dismemberment through personal accident insurance. The Companyprovides retirement benefits as applicable.

• In addition to the basic/ fixed salary benefits perquisites and allowances asprovided above the Company provides MD/ EDs such remuneration by way of commissioncalculated with reference to the net profits of the Company in a particular financialyear as may be determined by the Board subject to the overall ceilings stipulated inSection 197 of the Companies Act 2013. The specific amount payable to the MD/ EDs wouldbe based on performance as evaluated by the NRC and approved by the Board.

• The Company provides the rest of the employees a performance linked bonus. Theperformance linked bonus would be driven by the outcome of the performance appraisalprocess and the performance of the Company.

Presently no Directors or KMP of the Company is drawing any remuneration from thecompany

DIRECTORS’ RESPONSIBILITY STATEMENT

The directors report that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss account of the company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DECLARATION ON INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act. In the opinion of the Boardthey fulfill the conditions of independence as specified in the Act and the Rules madethere under and are independent of the management.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your company has one subsidiary namely ‘DSR Infotech Limited’. Currently DSRis carrying its activities in offering services for Software designs/developmentstaffing web content management etc. Idhasoft Limited is an Associate Company of DSRInfotech Limited..

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates your company’s Consolidated Financial Statements dulyaudited by the Statutory Auditors are presented in this Annual Report along with FormAOC-1.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment and has adopted a Policy onPrevention Prohibition and Redressal of Sexual Harassment at the Workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules there under. The Company has not received any complaintof sexual harassment during the financial year 2014-15.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company’s Code of Conduct or ethics policy. ThePolicy provides for adequate safeguards against victimization of employees who avail ofthe mechanism. It is affirmed that no personnel of the Company has been denied access tothe Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

AUDITORS

(1) Statutory Auditors:

M/s. DMKH & Co. Chartered Accountants Mumbai are the statutory auditors of theCompany and hold office till the conclusion of the ensuing Annual General Meeting (AGM).They have furnished a certificate confirming that if re-appointed the re-appointmentwill be in accordance with Section 139 read with Section 141 of the Act. Pursuant to theprovisions of the Act and the Rules made there under it is proposed to appoint them asthe statutory auditors of the Company from the conclusion of the forthcoming AGM till theconclusion of the 32nd AGM subject to ratification of their appointment at theAGM to be held in 2016. Members are requested to consider the re-appointment of M/s. DMKH& Co. Chartered Accountants Mumbai and authorize the Board of Directors to fix theirremuneration.

(2) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. Hardik Savla & Co a Company Secretary in Practice to undertake theSecretarial Audit of the Company for the year ended 31st March 2015. The SecretarialAudit Report is annexed to this report.

The Auditors’ Report for the financial year ended 31st March 2015 containsfollowing qualification reservation adverse remark or disclaimer:

Sr. No. Auditors qualification reservation adverse remark or disclaimer Board’s comments
1 As per Standalone Audit Report "Emphasis of Matter" regarding compliance of section 203 of companies act 2013 Company is in process of making appointment of KMP’s and will be announcing names of such employees by end of December 2015.
2. As per Consolidated Audit Report "Emphasis of Matter" regarding Idhasoft Limited Idhasoft Ltd is an associate company of DSR Infotech Limited. Idhasoft became associate in March 2015 and it has US subsidiaries of whose accounts were awaited and your company is expected to integrate Idhasoft completely is due course.

The Secretarial Auditors’ Report for the financial year ended 31st March 2015contains following qualification reservation adverse remark or disclaimer :

Sr. No. Secretarial Auditors qualification reservation adverse remark or disclaimer Board’s comments
1. Regarding non appointment of KMP & delay Company is in process of making appointment of KMP’s and will be announcing names of such employees by end of December 2015. Delay in compliance of some provisions of listing agreement was due to inadvertence.

LISTING ON STOCK EXCHANGES

The Equity Shares of your Company are listed only with BSE Limited. The listing feesfor the financial year 2015-2016 have not been paid.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Clause 49 of theListing Agreement does not apply to the Company in Accordance with SEBI circularCIR/CFD/POLICYCELL/7/2014 dated 15-09-2014. Therefore no separate section onManagement’s Discussion and Analysis Corporate governance is annexed.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year the Company has not given any loan or guarantee or provided securityor has made any investment which would be required to be reported under section 186 of thecompanies Act 2013.

The closing balances of investments which would be covered under Section 186 of theCompanies Act 2013 are disclosed in the Schedule of Non-Current Investments/Loans givenin the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013

The contracts or arrangements as covered u/s188 of the Companies Act 2013 is enteredinto by the Company with Related Parties have been done at arm’s length and are inthe ordinary course of business and are immaterial in nature. Hence no particulars arebeing provided in Form AOC-2 as mandated pursuant to the provisions of Section 134 of theCompanies Act 2013 read with Rule 8 (2) of the Companies (Accounts) Rules 2014.

THE EXTRACT OF ANNUAL RETURN

Extracts of Annual return in form MGT-9 as per Section 134 (3) (a) of the CompaniesAct 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies(Management & Administration) Rules 2014 is annexed hereto and forms part of thisreport.

MANAGERIAL REMUNERATION / PARTICULARS OF EMPLOYEES

Your company has not paid any managerial remuneration during the period under reviewtherefore no Disclosures in the Board Report as required under Rule 5 of Companies(Appointment & Remuneration) Rules 2014 is provided and further your Company also hasnot employed any person at a remuneration in excess of the limit set out in the saidRules.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :

At the Annual General Meeting of the Company held on September 25 2014 the Membershad approved the appointment of Mr. Rajesh Shah Mr. Haren Parekh & Mr. Jayesh Desaias an Independent Director for a term of five years as per the provisions of Companies Act2013 however during the year all of them have resigned from their positions on Board& its committees with effect from 29th Jan 2015 20th Feb 2015& 13th April 2015 respectively.

To fill the said vacancies Board appointed Mr.Murtuza Ali Soomar & Mr.I Raghunathas an Additional Director (Independent) on February 20th 2015. Further Boardappointed Mrs. Maya Chandra as an Additional Director-Women (Independent) on April 13th2015. All the newly appointed directors are liable to vacate their office on the date ofthe AGM. Your board recommends their appointment for a term of five years as anIndependent director of the company as required under the Companies’ act 2013.Accordingly resolutions have been incorporated in the Notice for members approval in theensuing AGM. The company still hasn’t appointed or designated any key managerialpersonnel as per the requirements of section 203 of the Companies Act 2013.

In accordance with the provisions of Section 152 of the Act and in terms of Articles ofAssociation of the Company Mr. Rahul Shah retires and is eligible for re-appointment.

BOARD AND COMMITTEE MEETINGS

Five Board Meetings were convened and held during the year i.e. on May 30 2014 August14 2014 November 17 2014 February 20 2015 & 18th March 2015. The Boardre-constituted an Audit Committee with Mr. Murtaza Ali Somaar as Chairman and Mrs. MayaChandra Mr. I Raghunath as Members. Also the Stakeholders relationship committee &Remuneration Committee is re-constituted with Mr. I Raghunath as Chairman and Mrs. MayaChandra Mr. Murtuza ali Sommar as Members. There have not been any instances whenrecommendations of the Audit Committee were not accepted by the Board. The intervening gapbetween the Meetings was within the period prescribed under the Act.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OFTHE COMPANIES ACT 2013:

Your Company has not accepted any fixed deposits covered under chapter V of theCompanies Act 2013 and as such no amount of principal or interest was outstanding onthe date of Balance Sheet.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company’s internal audit systems are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operations through adherence to the Company’s policiesidentifying areas of improvement evaluating the reliability of Financial Statementsensuring compliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.

The Audit Committee along with Management oversees results of the internal audit andreviews implementation on a regular basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the whole hearted andsincere cooperation the Company has received from its bankers and various Governmentagencies. Your Directors also wish to thank all the employees for their co-operation.

By Order of the Board of Directors
For N2N Technologies Limited
Place: New Delhi
Date: Sept 3 2015
Rahul Shah Maya Chandra
Director Director

FORM AOC.1

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

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

Part "A": Subsidiaries

(Rs. In lacs)
Sr. No: Particulars Name of the Subsidiary
DSR Infotech Ltd
1 Reporting period for the subsidiary concerned if different from the holding company’s reporting period N.A.
2 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. N.A.
3 Share capital 474.50
4 Reserves & surplus 19.35
5 Total Assets 2391.80
6 Total Liabilities 2391.80
7 Investments 988.74
8 Turnover 213.15
9 Profit/(Loss) Before Tax (9.32)
10 Provision for Taxation 2.73
11 Profit/(Loss) after taxation 6.59
12 Dividend (Including Dividend Distribution Tax) 0.00
13 % of total shareholding held by parent company 68.39%

Notes:

1. Reporting period and reporting currency of the above subsidiaries is the same asthat of the Company.

2. Part B of the Annexure is not applicable as there are no associate companies/ jointventures of the Company as on 31st March 2015.

By Order of the Board of Directors
For N2N Technologies Limited
Place: New Delhi
Date: Sept 03 2015
Rahul Shah Maya Chandra
Director Director

FORM MR-1

SECRETARIAL AUDIT REPORT

FOR THE FINANCIALYEAR ENDED 31st MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

N2N TECHNOLOGIES LIMITED

(CIN: L72900PN1985PLC145004)

Sun Lounge-ground floor One Earth

Opp. Magarpatta city Hadapsar

Pune– 411 028

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by N2N Technologies Limited(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 theCompany’s books papers minute books forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial audit I herebyreport that in my opinion the Company has during the audit period covering the financialyear ended on 31st March 2015 (‘Audit Period’) complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by 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 rulesmade thereunder;

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

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder

(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) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992;

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

(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) Regulations2014 notified on 28 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)Regulations 2009 (Not applicable to the Company during the Audit Period); and

(h) The Securities and Exchange Board of Inda (Buyback of Securities) Regulations 1998(Not applicable to the Company during the Audit Period).

I have also examined compliance with 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 Agreements entered into by the Company with Stock Exchanges. HoweverCompany have held the quarterly meeting for financial results for quarter ended Sept 2014& December 2014 beyond the prescribed period with a intimation to the stock exchange.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

I further report that having regard to the compliance system prevailing in the Companyand on examination of the relevant documents and records in pursuance thereof ontest-check basis the Company has complied with the general laws as applicable to all forcarrying business activities and apart from above there is no statute(s’) applicablespecifically to the Company or industry in which it operates.

I further report that the Board of Directors of the Company was duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directorshowever after the enforcement of the provisions of Companies Act 2013 the Company isrequired to appoint/designate Key managerial personnel in the Company in a manner laiddown by the said Act which company has not complied till date.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions at Board Meetings are carried out with a requisite majority as recordedin the minutes of the meetings of the Board of Directors.

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.

I further report that during the audit period the company has not transacted anyevents /actions in the Board meeting(s’) or General meeting(s’) having a majorbearing on the company’s affairs in pursuance of the above referred laws rulesregulations guidelines standards etc. referred to above.

Hardik Savla

C P No: 8866

Date : Sept 3 2015

Place: Mumbai