The Board of Directors have pleasure in presenting the 29th ANNUAL
REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31st
FINANCIAL HIGHLIGHTS: Standalone Basis (Rs. in Lacs)
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.
In view of the lesser profits, your Directors do not recommend payment
of Dividend for the current financial year.
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
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
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.
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
IV. The Directors have prepared the Annual Accounts on a going concern
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.
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.
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
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.
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
Date: August 29, 2012 Sarayu Somaiya Rasik Somaiya