The Board of Directors have pleasure in presenting the 29th ANNUAL
 REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31st
 March 2012.
 
 FINANCIAL HIGHLIGHTS: Standalone Basis (Rs. in Lacs) 
 
                           2011-12     2010-11
 Particulars
 
 Total Income               11.72       11.88
 
 Total Expenditure           8.59        6.48
 
 Profit Before Tax           3.13        5.40
 
 Profit After Tax            2.98        5.40
 
 REVIEW OF OPERATIONS
 
 During the current year, your Company has booked total income of Rs.
 11.72 Lacs and PAT of Rs. 2.98 Lacs.
 
 DIVIDEND
 
 In view of the lesser profits, your Directors do not recommend payment
 of Dividend for the current financial year.
 
 SUBSIDIARY COMPANY
 
 About Netesoft India Limited:
 
 Netesoft India Limited (Netesoft) is a creative graphic design
 studio offering passionate and creative visual presentation metaphors
 using a blend of strategy, design and technology perspectives for the
 design of logos, corporate stationery, corporate brochures, marketing
 and promotional literature and a wide range of custom print and web
 graphics.
 
 Netesoft serves a broad and diversified global clients base in a
 variety of segments, including capital and financial services,
 professional services, advertising, entertainment, media, health and
 medicine, government, internet, sports, travel, aerospace, corporates,
 manufacturers, software, technology, institutes, real estate, etc.
 
 As at March 31, 2012, Netesoft India Limited has a total paid up
 capital of Rs. 1,53,21,000/- divided into 15,32,100 fully paid up equity
 shares of Rs. 10/- each.
 
 Netesoft operates from its office situated at 401 Bldg-2, Sector-1,
 Millennium Business Park, Mahape, Navi Mumbai - 400 710.
 
 Annual Report of Netesoft India Limited is annexed to this Annual
 Report.
 
 DIRECTORS
 
 Smt. Sarayu Somaiya and Shri Ajay P Shanghavi, Directors of the company
 retires by rotation at the ensuing Annual General Meeting and, being
 eligible, offers themselves for re-appointment.
 
 LISTING
 
 The Equity Shares of the Company are listed only with Bombay Stock
 Exchange Limited. We confirm that, your Company has paid the listing
 fees for the financial year 2012-2013.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
 Directors, based on the representations received from the operating
 management, confirm that: -
 
 I.  in the preparation of the annual accounts for the Financial Year
 ended 31st March 2012, the applicable accounting standards have been
 followed along with the proper explanation relating to material
 departures, if any;
 
 II.  the Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that were 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 &
 Loss of the Company for the year ended under review;
 
 III. the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing & detecting fraud and other
 irregularities; and
 
 IV.  The Directors have prepared the Annual Accounts on a going concern
 basis.
 
 CORPORATE GOVERNANCE
 
 Clause 49 of the Listing Agreement does not apply to the Company in
 terms of provisions of circular no. SEBI/CFD/DIL/2004/12/10 dated
 October 29, 2004.
 
 AUDITORS
 
 The Company''s Auditors, M/s. D N Kanabar & Co., Chartered Accountants,
 Mumbai retire as Statutory Auditors of your Company at the conclusion
 of the ensuing Annual General Meeting and are eligible for
 re-appointment. They have intimated their willingness to accept
 reappointment and have further furnished necessary Certificate in terms
 of Section 224 (1B) of the Companies Act, 1956.  Board of Directors
 recommend their appointment as Statutory Auditor of the Company.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Audited Consolidated Financial Statements based on the Financial
 Statements received from subsidiary companies, as approved by their
 respective board of directors, have been prepared in accordance with
 the Accounting Standard (AS-21) on Consolidated Financial Statement
 notified under Section 211(3C) of the Companies Act, 1956 read with the
 Companies (Accounting Standards) Rules, 2006, as applicable.
 
 SEGMENTAL REPORTING
 
 Your Company operates in single segment, and therefore Segmental Report
 as required under Accounting Standard - 17 is not applicable.
 
 SECRETARIAL COMPLIANCE CERTIFICATE
 
 The Compliance Certificate obtained from a Practising Company Secretary
 in whole time practise in accordance with the provisions of section
 383A of the Companies Act, 1956 and the rules made there under is
 annexed to this Directors Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 The Information in accordance with the provisions of Section 217 (1)
 (e) of the Companies Act, 1956 read with the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988 regarding
 conservation of energy, technology absorption is given in the Annexure
 forming part of this Report. As regards the information in respect of
 foreign exchange earnings and outgo, the same has been given in the
 Notes forming part of the accounts for the period ended 31st March
 2012.
 
 PARTICULARS OF THE EMPLOYEES:
 
 During the year, no employee of the Company was in receipt of
 remuneration exceeding the sum prescribed under Section 217(2A) of the
 Companies Act, 1956. Hence, furnishing of particulars under the
 Companies (Particulars of employees) Rules, 1975 does not arise.
 
 ACKNOWLEDGEMENTS:
 
 The Board of Directors wishes to thank the Central Government, State
 Government, Bombay Stock Exchange Limited (BSE) for their cooperation
 in various spheres of your Company''s functions. The Board of Directors
 express its gratitude for the cooperation extended by the Bankers i.e.
 HDFC Bank for their support.
 
 Your Directors thanks all its shareholders, clients and investors for
 their support during the year and looks forward to their continued
 support in the years to come.
 
                                By Order of the Board of Directors
 
 Place: Mumbai
 
 Date: August 29, 2012      Sarayu Somaiya           Rasik Somaiya
 
                            Director                 Director