| Dear Members,
The Directors have the pleasure in presenting their 29th Report
together with the Audited Accounts for the year ended March 31, 2014
Financial Performance:
2013 -14 2012 -13
Rs. (In Lakhs) Rs. (In Lakhs)
Total Income 65.66 64.31
Total Expenditure 59.19 58.67
Profit Before Depreciation and Tax 6.47 5.64
Less: Deprecation 4.23 4.22
Less: Provision for Tax and F.B.T.
Incl. Deferred Tax Liability 0.11 0.24
Net Profit after Tax 2.13 1.18
Less :Short Provision for Tax - -
Balance Brought Forward - -
Amount available for Appropriation 2.13 1.18
Proposed Dividend - -
Tax on Dividend - -
Transfer to General Reserve - -
Surplus Carried Forward 2.13 1.18
Total Appropriation Nil Nil
OVERVIEW
During the year the total Income of the Company has been Rs. 65.66 Lacs
as compared to previous year total of Rs. 64.31 Lacs. Our company has
made Profit amounting to Rs 2.13 Lacs after tax.
Presently the software development, search engine marketing and
publication business is being carried out whereas all other businesses
were not successful. Therefore, the Board feels the Com- pany should
continue with its current business relating to software development,
search engine marketing and publication. The Company proposes to
venture back into the field of construction and development, which
happens to be one of the main objects of the Company.
In view of the inadequacy of profits your directors are unable to
recommend any dividend for the year under review.
DIRECTORS
Pursuant to the provisions of section 152 of the Companies Act, 2013
('the Act'), Mrs. Rupa Modi, Executive Director of the Company retires
by rotation at the forthcoming Annual General Meeting and seeks
re-appointment.
Mr. Yogesh Becharbhai Girnara, Mr. Rajendra S Lokare and Mr. Premnath T
Mishra, who were appointed as Independent Directors under the
provisions of the Companies Act, 1956 and whose period of office is
liable to determination by retirement of directors by rotation. Under
the provisions of Section 149 of the Companies Act, 2013, independent
directors shall not be liable to retire by rotation. Further, all
existing independent directors shall be required to confirm with the
eligibility criteria as prescribed under the Companies Act, 2013 and
therefore all existing independent direc- tors are required to be
appointed as such by the shareholders at the ensuing AGM. The Company
has received Notices from Members signifying their intention to propose
Mr. Yogesh Becharbhai Girnara, Mr. Rajendra S Lokare and Mr. Premnath T
Mishra as Independent Directors under section 152 read with 149 of the
Companies Act, 2013. The Company has received declarations from all the
Independent Directors of the Company confirming that they fulfill the
criteria of independence as prescribed under subsection (6) of Section
149 of the Act.
Further, Mr. Minesh Modi and Mrs. Rupa Modi were appointed as Whole
Time Director and Execu- tive Director w.e.f. 16th July, 2011 and 28th
July, 2011 respectively for a period of 3 years. The Board of Directors
have at their meeting held on July 15, 2014, upon the recommendation of
the remunera- tion committee, approved the re-appointment of Mr. Minesh
Modi and Mrs. Rupa Modi as Whole Time Director and Executive Director
w.e.f. 15th July, 2014 and 27th July, 2014 respectively for a period of
3 years, subject to the approval of members in the ensuing AGM.
The relevant resolutions for appointment of Mr. Yogesh Becharbhai
Girnara, Mr. Rajendra S Lokare and Mr. Premnath T Mishra as independent
directors and Mr. Minesh Modi and Mrs. Rupa Modi as Whole Time Director
and Executive Director respectively are placed for the approval of
members.
DEPOSITS
The Company has not accepted any deposits and as such no amount of
principal or interest was outstanding on the date of balance sheet.
AUDITORS
M/s. K U Kothari & Co., Chartered Accountants (having ICAI firm
registration no. - 105310W), the Statutory Auditors of the Company
retires at the conclusion of the ensuing Annual General Meeting and
have shown their willingness to be re-appointed as the Auditors of the
Company for three (3) financial years, i.e., 2014-15, 2015-16 and
2016-17. Your directors recommend their appointment as Auditors of the
Company.
As required under the provisions of section 139 and 141 of the
Companies Act, 2013, the Company has obtained a written consent and
written certificate from the above auditors proposed to be re-
appointed to the effect that their re-appointment, if made, would be in
conformity with the limits, qualifications and eligibility norms
specified in the said sections.
LISTING
The shares of the Company are listed on the Bombay Stock Exchange
Limited. The Company is regular in complying with the provisions of the
Listing Agreement entered into with the Stock Ex- change.
SECRETARIAL COMPLIANCE CERTIFICATE
As required under the provisions of Section 383A of the Companies Act,
1956, the Secretarial Com- pliance is attached herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The particulars prescribed under clause (e) of sub-Section (1) of
Section 217 of the Companies Act, 1956, read with the companies
(Disclosure of particulars in Report of Board of Directors) Rule, 1988
are as follows:
CONSERVATION OF ENERGY
The company is not a manufacturing company and hence the details in
respect of the above are not applicable.
RESEARCH AND DEVELOPMENT
The company has not undertaken any Research and Development activity in
any specific area dur- ing the year under review, and hence no cost has
been incurred towards same.
Technology Absorption : Nil
Foreign Exchange Earning : Rs. 304331 Foreign Exchange Outgo : Rs.
284775
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 217 (2AA) of the Companies
Act, 1956, Directors confirm that:- a) in the preparation of annual
accounts, the applicable accounting standards have been followed along
with proper explanations relating to material departures;
b) they have selected such accounting policies and applied them
consistently and made judge- ments 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 of
the company for that period;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in the accordance with the provisions of
the Companies Act, 1956 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis.
EMPLOYEES
During the year the company has not employed any person, which required
disclosure under section 217 (2A) of the Companies Act, 1956 to be read
with the Companies Particulars of Employees Rules, 1975, as amended.
ACKNOWLEDGEMENT
Your Directors hereby place on record their appreciation and
co-operation and support received from all the customers, vendors,
banks and share transfer agent and thank them for their valuable
contribution in the growth of the company.
Your directors thank all the shareholders of the company for their
continued support.
Your directors also thank all the government agencies, The Software
Technology Parks of India, Bombay Stock Exchange Limited, SEBI, The
Registrar of Companies, Mumbai for their support during the year and
look forward to their continued support in future.
TO THE MEMBERS OF NETLINK SOLUTIONS (INDIA) LIMITED
We have audited the accompanying financial statements of NETLINK
SOLUTIONS (INDIA) LIM- ITED ( "the company") which comprises the
Balance Sheet as at 31st March 2014, and the state- ment of Profit &
Loss Account and Cash Flow Statement for the year then ended, and a
summary of significant accounting policies and other explanatory
information.
Management's Responsibility for the Financial Statements:
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956("the Act"). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditor's Responsibility:
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Char- tered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclo- sures in the financial statements. The
procedures selected depend on the auditor's judgment, in- cluding the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control rel- evant to the
Company's preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting esti-
mates made by management, as well as evaluating the overall
presentation of the financial state- ments.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion:
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a) In the case of the Balance sheet, of the state of affairs of the
Company as at 31st March, 2014;
b) In the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on the date; and
c) In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on the date.
Report on Other Legal & Regulatory Requirements:
1. As required by the Companies (Auditor's Report) Order, 2003 ('the
Order") issued by the Cen- tral Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion, proper books of account as required by law have been
kept by the Com- pany so far as appears from our examination of those
books;
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
sub section (3C) of section 211 of the Companies Act, 1956;
e) On the basis of written representations received from the directors
as on 31st March 2014 and taken on record by the Board of Directors,
none of the Directors is disqualified as on 31st March, 2014 from being
appointed as a director in terms of clause (g) of sub-section (1) of
Section 274 of the Companies Act, 1956.
f) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the company.
FOR K. U. KOTHARI & CO.
CHARTERED ACCOUNTANTS
F.R.No. 105310W
PRAKASH CHECHANI
PLACE: MUMBAI (PARTNER)
DATED:07.05.2014 M.No. 104203
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