DIRECTORS
Dear Members,
The Board of Directors take pleasure in presenting their report for the financial yearended March 31, 2010.
Financial Highlights
(Amount Rs. In lakhs)
| Particulars | Consolidated | Standalone |
| For the Year ended March 31 |
| 2010 | 2009 | 2010 | 2009 |
| Revenues. | 7,446.34 | 56,034.27 | 795.64 | 1,299.71 |
| Less: Cost of Revenues | 8,410.85 | 35,681.56 | 394.12 | 517.33 |
| Gross Profit. | (964.51) | 20,352.71 | 401.52 | 782.38 |
| Selling and Marketing Expenses | 2,205.49 | 9,184.16 | 8.98 | 6.66 |
| General and Administrative Expenses | 1,090.82 | 1,163.21 | 263.46 | 271.85 |
| Bad and doubtful debts written off | 1,873.42 | 15,734.02 | - | - |
| Advances written off | 75.44 | 527.94 | 34.66 | - |
| Impairment loss | 6,136.99 | 15,986.09 | - | - |
| Fixed assets discarded, net | 81.93 | 471.78 | - | - |
| Loss on abandonment of assets | - | - | 81.93 | 290.89 |
| Provision for bad and doubtful debts | 151.85 | 2,056.07 | - | - |
| Provision for doubtful deposits | - | 102.00 | - | - |
| Provision for decline in the value of long term investments | - | - | 9,433.11 | 26,277.37 |
| Operating Profit / (Loss) before interest, depreciation and amortization. | (12,580.45) | (24,872.56) | (9,420.62) | (26,064.39) |
| Financial Expenses | 24.38 | 99.41 | 87.89 | 4.15 |
| Depreciation and Amortization | 2,940.83 | 7,157.57 | 112.12 | 161.20 |
| Operating Profit / (Loss) before tax | (15,545.66) | (32,129.54) | (9,620.63) | (26,229.74) |
| Other Income | 1,192.19 | 1,809.67 | 0.32 | 1,025.10 |
| Net Profit / (Loss) before Taxation | (14,353.47) | (30,319.87) | (9,620.31) | (25,204.64) |
| Provision for Taxation. | 278.56 | (772.20) | 256.65 | 102.49 |
| Net Profit / (Loss) after Tax before prior period expenses | (14,632.03) | (29,547.67) | (9,876.96) | |
| Prior period expenses | 66.41 | - | - | |
| Net Profit / (Loss) after prior period expenses | (14,698.44) | (29,547.67) | (9,876.96) | (25,307.13) |
| Share of Minority Interest | - | 3.87 | - | - |
| Net Profit / (Loss) for the year | (14,698.44) | (29,543.80) | (9,876.96) | (25,307.13) |
| Transfer to General Reserve | - | - | - | - |
| Earnings per share (Rs.) | | | | |
| - Basic - par value Rs. 10 per share | (41.97) | (84.54) | (28.20) | (72.42) |
| - Diluted - par value Rs. 10 per share | (41.97) | (84.54) | (28.20) | (72.42) |
| Dividend Rate (%) | - | - | - | - |
| Paid up Equity Share Capital. | 3,514.71 | 3,514.71 | 3,514.71 | 3,514.71 |
Financial Overview
During the financial year (FY) under review, the company incurred Net loss of Rs.14,698.44 Lakhs as against net loss of Rs.29,547.67 Lakhs in the previous year onconsolidated basis. The Company's consolidated EPS for the year was Rs.(41.97) as againstRs.(84.54) for the previous financial year. Management Discussion and Analysis formingpart of this director's report includes detailed review of the financial performance ofthe Company.
The revenues of the Group derived from its Online Advertising segment has declined toRs.3,305.94 lakhs during the FY, as compared to Rs.56,034.27 lakhs in the previous year.Further, the Group has incurred losses of Rs. 14,673.92 lakhs during the FY and itsnet-worth as at 31st March, 2010 reduced to Rs. 1,748.85 lakhs as compared to Rs.16,511.49lakhs as at 31st March, 2009. During the FY, the Group initiated the sale of certaininternet-based intellectual properties. There has been no closure of the transaction sofar.
As part of its ongoing restructuring exercise which commenced during the previousfinancial year, the Group has scaled down its internet related business considerably. InMarch, 2010, the Group decided to liquidate its UK based subsidiary, Axill Europe Limited(AEL) the process for which is currently being implemented. Consequently, the Grouprecorded an impairment charge of Rs.6,420.75 Lakhs, relating to the write down of thecarrying values of fixed assets held by AEL to its estimated recoverable values. The Grouphas estimated the recoverable values of the fixed assets based on initial discussions withpotential buyers.
Notwithstanding the significant decline in net-worth which is on account of operatinglosses, write-down in fixed assets in Axill Europe Limited (as explained above) as well asprovision/write-off of bad and doubtful debtors, recorded during the FY ended March, 2010.The group believes that with the considerable scaling of its internet-related business, ithas attained a sustainable scale of operations which will generate operating cash flowssufficient to meet its ongoing expenses. No further write-down of fixed assets is expectedand current assets and liabilities are expected to be realized and settled in the normalcourse. Further, the Group also believes that the scaled down operations are capable ofsustaining in the foreseeable future. on the basis of the above, the group believes thatthe going concern assumption is valid and the online advertising segment is a continuingbusiness segment.
Dividend
No dividend for the FY 2009-10 was recommended by the Board of Directors.
Explanation to the Auditors Qualification
The Group commenced Securities Trading on 10th December, 2009 through itssubsidiary VAR Quant tech Securities Private Limited (Var Quant). The main object of VarQuant is to be an Non-Banking Financial Company (NBFC). Under Section 45(IA) of theReserve Bank of India (RBI) Act, a NBFC requires compulsory registration with the RBI andis not allowed to commence financial activities without obtaining a certificate from RBI.Var Quant has not obtained such prior registration and is therefore in contravention ofthe RBI guidelines. On realizing the default, VAR Quant has discontinued such tradingactivities and applied to the regulatory authorities. As on 01 September 2010 VAR Quantobtained Sub-Broker Licence from Securities Exchange Board of India (SEBI) to trade in TheNational Stock Exchange of India (NSE) and hence permitted to do securities tradingactivities.
In case of securities trading business carried out through Var Quant, the group recordsthe purchase and sale transactions (Rs.4,142.99 lakhs and Rs.4,140.40 lakhs respectively)of securities on a gross basis under "Cost of Revenues" and "Revenues"respectively. In the absence of a prescribed mandatory definite accounting treatment underIndian GAAp, the Company believes that a gross presentation fairly represents theunderlying nature and substance of the intra-day securities trading activities undertakenduring the year.
Directors
During the year under review the Board co-opted Mr. p. Srinivasu and Mr. K. SujithKumar as additional directors of the Company, who shall hold office up to the date ofensuing Annual General Meeting. The Board in the best interest of the Company recommendsthe appointment of Mr. p. Srinivasu as Director, liable to retire by rotation. Therequisite notice along with the prescribed fee has been received from the member underSection 257 of the Companies Ac, 1956 proposing the candidature of Mr. p. Srinivasu asDirector liable to retire by rotation. Mr. K. Sujit Kumar not opted himself forreappointment.
Mr. T. Naresh Kumar and Mr. Y. ramesh, Directors, retire by rotation at the ensuingAnnual General Meeting and being eligible, offer themselves for reappointment.
Human Resources
As of March 31, 2010, the Company and its wholly owned subsidiaries employed 92 peopleout of whom 86 people were located in India. We take adequate steps to ensure thatcompensation and benefits packages, working environment, professional and personaldevelopment are of global standards and are in line with organizational objective.
Fixed Deposits
The Company has not accepted any deposit within the meaning of Section 58A of theCompanies Act, 1956 and the rules made there under.
Auditors
The Statutory Auditors M/s B S R and Company retires at this Annual General Meeting.The Board of Directors recommends appointment of M/s. B S R and Company, as StatutoryAuditors of the Company for the FY 2010-11.
Listing
The Shares of the Company are listed on The National Stock Exchange of India Limited(NSE). The equity shares of the Company are permitted for trading with Bombay StockExchange Limited under INDONEXT model. The listing fee for the year 2010-11 has alreadybeen paid to the NSE.
Wholly Owned Subsidiaries (WOS)
Northgate Investments Pte Limited (NIPL)
NIPL is a Singapore based group Investment holding Company and carries no otheractivities.
Globe7 Pte Limited (GPL)
GPL is a Singapore based group Intellectual Property Holding Company in which all theGroup's intellectual property assets are held. GPL entered into worldwide, product byproduct licenses with other entities in the group that do business involving theintellectual property assets. GPL also carries online advertising business activities. GPLis a wholly owned subsidiary of NIPL. For the FY'10 GPL recorded revenues of Rs.279.36lakhs and Net Loss of Rs.2,079.11 lakhs.
Axill Europe Limited, UK (AEL)
AEL is a London based wholly owned subsidiary of GPL. AEL owns group server farmlocated at Stratford, London. For the FY'10 AEL recorded revenues of Rs.303.04 lakhs andNet Loss of Rs.9,213.62 lakhs. AEL is under the process of voluntary liquidation. Thecreditors in the meeting held on 23.06.2010 approved the liquidation of the AEL.
Globe7 HK Limited, Hongkong (GHL)
GHL is a Hong Kong based wholly owned subsidiary of GPL. For the FY'10 GHL recordedrevenues of Rs.1,180.40 lakhs and Net Loss of Rs.2,070.78 lakhs.
Social Media India Limited (SMIL)
SMIL is a India based wholly owned subsidiary of GPL. For the FY'10 SMIL recordedrevenues of Rs. 2,025.59 lakhs and loss of Rs.994.16 lakhs.
Globe 7Americas Inc., USA
Globe 7 Americas Inc., is a wholly owned subsidiary of GHL. Globe 7 Americas Inc., isunder the process of voluntary liquidation.
VAR Quant Tech Securities Private Limited (VAR)
For the FY'10 VAR recorded revenues of Rs.4140.40 lakhs and Net Loss of Rs.15.46 lakhs.
The main object of VAR is Securities and Derivatives trading. VAR commenced SecuritiesTrading on 10th December, 2009. VAR obtained Sub-Broker license from SEBI tocarry securities trading in the NSE as on 1st September, 2010.
Globe 7 UK Limited (Globe 7 UK)
Globe 7 UK was incorporated on 8th April, 2010. Globe 7 UK owns group server farmlocated at Connexions 4 London Ltd, London.
Particulars under Section 212 of the Companies Act, 1956
The Ministry of Corporate affairs has granted exemption from complying with theprovisions of Section 212 of the Companies Act, 1956 as the audited consolidated financialstatements is presented in the Annual Report. Accordingly, the Annual Report does notcontain the inancial statements of the subsidiaries. The audited financial statements andrelated information of subsidiaries, wherever applicable, will be provided to the membersupon request. Also the documents as per Section 212 of the Companies Act, 1956 isavailable for inspection during business hours at the registered office at Hyderabad,India, for the members of the company.
Employee Particulars
None of the employees are in receipt of the remuneration as set out under Section217(2A) of the Companies Act, 1956 and as such the statement as required under Section217(2A) of the Companies Act, 1956, is not applicable.
Employee Stock Option Plans
Disclosures in accordance with Clause 12 of SEBI (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 are provided in the Annexure 'A' formingpart of this report.
Corporate Governance
In accordance with Clause 49 of the Listing Agreement, a report on Corporate Governancealong with the Practicing Company Secretary Certificate on compliance of conditions ofCorporate Governance is annexed herewith and forms part of this report.
Director's Responsibility Statement
We the Directors of Northgate Technologies Limited, confirm the following:
(i) that in the preparation of the annual accounts, applicable accounting standards hadbeen followed along with the proper explanation relating to material departures;
(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period:
(iii) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the Directors had prepared the annual accounts on a going concern basis.
Conservation of energy, research and development, technology absorption and foreignexchange earnings and outgo
The particulars as required under section 217(1)(e) of the Companies Act, 1956 readwith Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988are provided in the Annexure 'B' forming part of this report.
Acknowledgements
Your Directors thank all the members, investors, business associates, serviceproviders, banks, customers and regulatory and Governmental authorities for theircontinued support. Your Directors place on record their appreciation of the contributionsmade by every employee of the Company.
| For and on behalf of the Board |
| Place: Hyderabad | Venkat S Meenavalli |
| Date: 01 September 2010 | Chairman and Managing Director |
ANNEXURE-A
Disclosures in compliance with Clause 12 of the Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, asamended, are set below.
| Sl.No. | Particulars | ESOP-2006 and RSOP-2007 |
| a. | Options outstanding at the beginning of the year | 2,149,000 |
| Options granted during the year | 0 |
| b. | Pricing formula | The Exercise price of the option shall be the closing market price of the equity share preceding the date of grant of options on the Stock Exchange on which the shares of the company are listed. |
| c. | Options vested till March 31, 2010 | 677,550 |
| d. | Options exercised. | Nil |
| e. | Total number of equity shares arising as a result of exercise of options | Nil |
| f. | Options lapsed / forfeited during the year | 450,500 |
| g. | Variation in terms of options | None |
| h | Money realized on exercise of options (Rs. In lakhs) | NA |
| i. | Total number of options in force | 1,694,500 |
| j. | Employee wise options granted to: | |
| Senior Management | Nil |
| any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year. | Nil |
| employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding warrants and conversions) of the company at the time of grant | Nil |
| k. | Diluted earnings per share pursuant to issue of shares on exercise of option calculated in accordance with AS 20 'Earnings per Share | Rs.(28.20) |
| l. | Description of method and significant assumptions used to estimate the fair value of options | The fair value of the options granted has been estimated using the Black-Scholes option pricing Model. Each tranche of vesting have been considered as a separate grant for the purpose of valuation. |
| For and on behalf of the Board |
| place: Hyderabad | Venkat S Meenavalli |
| Date: 01 September 2010 | Chairman and Managing Director |
ANNEXURE-B
1. Conservation of Energy: The Company uses electric energy for its operations such asair conditioner, computer terminals, lighting and utilities in the work premises. Allpossible measures have been taken to conserve the energy.
2. Research and Development: Your Company has a modern R&D facility with astate-of-the-art Technology centre working on various R&D project.
3. Technology absorption, Adaptation and Innovation: Your Company continues to usestate-of-art technology for improving the productivity and quality of its products andservices. To create adequate infrastructure, the company continues to invest in the latesthardware and software.
4. Foreign Exchange Earnings and Outgo
(Rs. in lakhs)
| For the Year ended March 31 |
| 2010 | 2009 |
| Foreign Exchange Earnings | 795.64 | 1,299.71 |
| Foreign Exchange outgo | 20.39 | 51.28 |
| For and on behalf of the Board |
| Place: Hyderabad | Venkat S Meenavalli |
| Date: 01 September 2010 | Chairman and Managing Director |