THE MEMBERS OF
N2N TECHNOLOGIES LIMITED
Your Directors have pleasure to present 32nd Annual Report and AuditedAnnual Accounts of your company for the year ended on 31st March 2017.
(Rs. IN LAKHS)
|Particulars ||FY 16-17 ||FY 15-16 |
|Total Income ||21.73 ||17.83 |
|Total Expenditure ||28.56 ||19.89 |
|Extra-Ordinary Item ||(286.80) ||Nil |
|Profit Before Tax (PBT) ||(293.63) ||(2.08) |
PERFORMANCE REVIEW & FUTURE OUTLOOK:
During the current year your Company has booked total income of Rs.21.73 Lakhs and NetLoss of Rs.293.71 Lakhs on standalone basis. The source of income is on account ofinterest received on Investment/advances.
During the year under review your Company disposed of its investment in DSR InfotechLimited. Due to deterioration in value of investment held by your company in DSR InfotechLimited your company booked onetime extraordinary loss of Rs. 286.80 lacs.
Your Directors are confident that the policies strategies adopted by your company willprotect interest of the stakeholders.
DIVIDEND & RESERVES:
In view of the loss your Directors expresses it inability to declare dividend for theyear.
As at March 31 2017 Your companies total paid up share capital stood atRs.40131980/- divided into 3228069 fully paid up equity shares of Rs.10/- each and785129 fully paid up Preference shares of Rs.10/- each. During the year under reviewpursuant to the revision of the Scheme of Amalgamation as sanctioned by Honorable HighCourt of Judicature at Bombay fresh allotment of 161403 equity shares of Rs.10/- eachand 785129 Preference shares of Rs.10/- each to the Shareholders/Debenture holders ofLeadsoft Softech Private Limited (Amalgamated company) was made and 1341400 equityshares issued previously for the said amalgamation was cancelled.
The new equity shares issued are duly listed on the BSE Ltd.
The Company has not issued any shares with or without differential voting rights. Alsocompany has neither issued employee stock options nor sweats equity shares and does nothave any scheme to fund its employees to purchase the shares of the Company.
As on 31st March 2017 Mr. Rahul Shah Promoter Director of the Companyholds 43.11% equity 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:
|Particulars ||Amt in ' |
|Foreign Exchange earned in terms of actual inflows during the year ||Nil |
|Foreign Exchange outgo in terms of actual outflows during the year ||Nil |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not have to mandatorily constitute a Corporate Social Responsibility(CSR) Committee in accordance with Section 135 of the Companies Act 2013. The companyfully understands its role in society and is committed for sustainable & inclusivegrowth of people & the environment around its business.
AMENDMENT TO SCHEME OF ARRANGEMENT - BETWEEN N2N TECHNOLOGIES LIMITED AND LEADSOFTSOFTECH PRIVATE LIMITED
The Scheme of Arrangement for amalgamation of Leadsoft Softech Private Limited wassanctioned by the Honorable High Court Bombay on October 29 2013. Pursuant to saidScheme of Arrangement Company had made allotment of 1341400 equity shares of Rs.10/- toshareholder's / debenture holders of Leadsoft Softech Private Limited.
Post sanction of Scheme of Arrangement the Listing Application filed with BSE Limitedwas referred to SEBI. The structure of allotment was revised in terms of SEBI circulardated February 4 2013 therefore the Scheme of Arrangement was revised. Your Companymoved before the Honorable Bombay High Court for sanction of revised Scheme of Arrangementand by its order dated September 29 2016 the revised Scheme of Arrangement wassanctioned.
As per revise Scheme of Arrangement your company allotted 161403 equity shares and785129 redeemable preference shares of Rs.10/- each and previous allotment of 1341400equity shares was cancelled.
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.
In accordance with the above criteria a Director will be considered as anIndependent Director' if he/ she meet with the criteria for IndependentDirector' as laid down in the Act.
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.
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 outlined inSchedule IV to the Act.
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-executive Directors(NED') may be paid sitting fees for attending the Meetings of the Board and ofCommittees of which they may be members and commission within regulatory limits asrecommended by the Nomination and Remuneration Committee (NRC') and approved by theBoard.
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 be consistentwith 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 the Company'scapacity to pay consistent with recognized best practices and aligned to any regulatoryrequirements. Basic/ fixed salary is provided to all employees to ensure that there is asteady 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
At present your company does not have any subsidiary or Associates company. During theyear the company sold its entire stake in erstwhile subsidiary company; DSR Infotechlimited.
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 2016-17.
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. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism. It is affirmed that no personnel of the Company has been denied access to theAudit 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.
(1) Statutory Auditors:
M/s. DMKH & Co. Chartered Accountants Mumbai are the statutory auditors of theCompany and hold office till the conclusion of this 32nd Annual General Meeting (AGM). TheBoard has recommended appointment of M/s Maheshwari & Co. (FRN: 105834W) CharteredAccountants as the Statutory Auditors of the Company in place of retiring Auditors for aterm of five consecutive years from the conclusion of this 32nd Annual General Meeting ofthe Company till the conclusion of the 37th Annual General Meeting to be held in the year2022 for approval of shareholders of the Company. Your Board has obtained Consent anddeclaration from M/s Maheshwari & Co. confirming as to their eligibility forappointment as Statutory Auditors of the Company.
(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 Company
had appointed M/s. Hardik Savla & Co a Company Secretary in Practice to undertakethe Secretarial Audit of the Company for the year ended 31st March 2017. The SecretarialAudit Report is annexed to this report.
The Auditors' Report for the financial year ended 31st March 2017 containsfollowing qualification reservation adverse remark or disclaimer:
|Auditors qualification reservation adverse remark or disclaimer ||Board's comments |
|As per the remarks in notes to the Standalone Accounts regarding noncompliance of section 203 of Companies act 2013 and the consequential defaults ||Considering the activities of the Company and according to requirements of a company we are searching suitable candidate |
The Secretarial Auditors' Report for the financial year ended 31st March2017 contains following qualification reservation adverse remark or disclaimer:
|Secretarial Auditors qualification reservation adverse remark or disclaimer ||Board's comments |
|Non-compliance of section 203 of Companies Act 2013 and the consequent defaults ||As mentioned herein above |
LISTING ON STOCK EXCHANGES
The Equity Shares of your Company are listed with BSE Limited. The listing fees for thefinancial year 2017-2018 has been paid.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The certain regulationsas to corporate governance do not apply to the Company in Accordance with SEBI (LODR)Regulations 2015. Accordingly no separate section on Corporate governance is annexed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion & Analysis Report as required under regulation 34 of theSEBI (LODR) Regulations 2015 is annexed to this report.
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 underSection 186 of the Companies Act 2013 are disclosed in the Schedule of Non-CurrentInvestments/Loans given in 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 providein Form AOC-2.
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 December 30 2016 the Members hadapproved the appointment of Mr. Nishant Upadhyay Mr. Akhand Pratap Singh & Ms.Mahalakshmi Dandapani as Independent Directors for a term of five years as per theprovisions of Companies Act 2013. Under section 167(1)(b) of the Companies act 2013 Mr.Murtuza ali Soomar had to vacate his directorship on account of continuous absence fromboard meetings during 12 months period.
Presently no one is appointed or designated as key managerial personnel as per therequirements of section 203 of the Companies Act 2013. In accordance with the provisionsof Section 152 of the Act and in terms of Articles of Association of the Company Mr.Rahul Shah retires and is eligible for re-appointment.
BOARD AND COMMITTEE MEETINGS
Nine Board Meetings were convened and held during the year i.e. on May 30 2016 June18 2016 August 13 2016 September 19 2016 November 12 2016 November 25 2016February 16 2017 14th March 2017 & 28th March 2017. The Boardre-constituted the Committees of board after the vacation of Mr. Murtuza directorship bynaming Mr. Nishant Upadhyay Mr. Akhanda Singh and Ms. Mahalaxmi Dandapani as Members forall committees. There have not been any instances when recommendations of the AuditCommittee were not accepted by the Board. The intervening gap between the Meetings waswithin 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 policies identifyingareas of improvement evaluating the reliability of Financial Statements ensuringcompliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.
The Audit Committee along with Management oversee results of the internal audit andreviews implementation on a regular basis.
Your Directors wish to place on record their appreciation for the whole hearted andsincere co-operation 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
|Rahul Shah ||Nishant Upadhyay |
|DIN:01545609 ||DIN:02128886 |
|Place: Mumbai Director ||Director |
|Date: May 30 2017 || |