doubledot finance ltd Directors report

DIRECTORS

To,

The Members,

DoubleDot Finance Limited

Your Directors have pleasure in presenting their Twenty Fourth Annual Report and Audited Annual Accounts for the year ended March 31, 2014.

1. FINANCIAL RESULTS

	Rs. In Lacs	Rs. In Lacs
	2013-14	2012-13
Turnover	2191.50	6587.59
Gross Profit/(Loss)	71.65	(143.49)
Less: Depreciation	44.87
Interest & Finance Charges	44.87	42.88
Profit / (Loss) before Tax	26.78	(186.37)
Provision for Tax
Income Tax/FBT	0.08	2.50
Deferred Tax	0.08	2.50
Profit / (Loss) after Tax	26.70	(188.87)
Balance Brought Forward	(188.87)	0.00
Balance available for appropriation	(162.16)	(188.87)
Less: Appropriations
Statutory Reserve	5.34	0.00
Balance Carried Forward	(167.50)	(188.87)

2. DIVIDEND

Your Directors have not recommended any Dividend for the year ended 31st March, 2014

3. OPERATIONS

The turnover during the year was Rs. 2191.501acs as against turnover of Rs6587.59 lacs in the previous year resulting in a profit of Rs26.701acs as against profit/loss ofRs(188.87)lacs in the previous year.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr.V.Sridhar, Director and MrsBharati Jain, Director retire by rotation, being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment. Your Directors wishes to place on record that, based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of your Company has re-appointed Mr. Alwyn Dsouza as the Whole-time Director designated as the Chief Executive Officer of the Company at the Board Meeting held on 18th August 2014 with effect from 24.07.2014 for a period of three consecutive years.

As per Section 149(4) of the Companies Act, 2013, which came into effect from April 1,2014, every public company having paid-up share capital of Rs. 10 Cr. or more is required to have at least two Directors as Independent Directors. Accordingly, resolution proposing appointment of Mr. John Dsouza, Mr. D. Ganapathy& Mr. KalpeshOjhaforms part of the Notice of the Annual General Meeting and the Company has received requisite notices in writing under Section 160 of the Companies Act, 2013 from the members proposing their candidature for the office of Independent Directors. The Company has also received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under sub-section(6) of Section 149 of the Companies Act, 2013.

5. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 203 of the Companies Act, 2013, your Company is required to appoint Key Managerial Personnel.

Accordingly, based on the recommendation of the Nomination & Remuneration Committee, your Company has appointed Mr. Alwyn Dsouza as Whole-time Director.

The resolution proposing the re-appointment of Mr. Alwyn Dsouza as Whole-time Director designated as the Chief Executive Officer of the Company for a period of three consecutive yearsw.e.f. 24.07.2014 forms part of the notice of the Annual General Meeting.

6. SUBSIDIARIES ACCOUNTS

The statement pursuant to Section 212(1] (e) of the Companies Act, 1956 in respect of subsidiary, i.e. Positive Biosciences Limited(formerly known as "Sahu Foods Limited") and Net Classroom Pvt. Ltd. are attached by way of an annexure to this report. The Subsidiarys Audited Annual Accounts forms part of this Report in accordance with Accounting Standard 21 as issued by the Institute of Chartered Accountants of India (ICAI).

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE.

The information required under Section 217 (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors] Rules, 1988 with respect to this matter is not applicable to the Company and further there were no foreign exchange earnings and outgo during the year under review.

8. PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and the Companies (Particulars of Employees) Amendment Rules, 2011. Hence, no particulars are required to be disclosed in this Report.

9. AUDITORS

M/s.Tasky& Associates, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors, based on the recommendation of the Audit Committee at their meeting held on August 14, 2014 recommended the re-appointment of M/s.Tasky& Associates, Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of 28thAnnual General Meeting of the Company subject to approval of the Shareholders each year and ratification at every annual general meeting to be held up to the financial year 2017-2018 on such remuneration as may be approved by the Audit Committee of the Board.

A letter under Section 141(3) (g) of the Companies Act, 2013 regarding their eligibility for the proposed re-appointment has been obtained from them. Also, the Company has also obtained a Certificate pursuant to the 3rd proviso to Section 139(1) to the effect that, the proposed Statutory Auditors satisfy the criteria provided under Section 141.

Your Directors placed their re-appointment as Statutory Auditors for your perusal.

AUDITORS REPORT:

Comments made by the Statutory Auditors in the Auditors Report are self- explanatory and do not require any further clarification.

10. FIXED DEPOSITS:

The Company has not accepted any deposits from the public within the meaningof Section 5 of the Companies Act, 1956, read with the Non-Banking Financial Companies (Reserve Bank) Directions, 1997.

11. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Audit committee has been reconstituted by the Board of Directors at their Board Meeting held on August 14, 2014 which comprises of the following members: Mr.Alwyn Dsouza - (Whole Time Director} - Chairman Mr.D.Ganapathy- (Independent Director) - Member Mr.KalpeshOjha- (Independent Director) - Member Mr.John Dsouza - (Independent Director) - Member MrAlwynDsouza is the Chairman of the Audit committee.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and same as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

14. ACKNOWLEDGEMENTS

We thank our Investors and Bankers for their continued support during the year. We place on record our appreciation for the contributions made by employees at all levels and particularly their hard work, solidarity, co-operation and support.

15. Special acknowledgement of the guidance and contribution to our -

Dr S.C.Jain, our beloved Chairman :Mr Nitish Jain,Director & Mr Vivek Jain, Director who have resigned from their Directorships during the Year ended 31.3.2014. We are deeply indebted to each one of them for their guidance and long association with the company for more than Two decades. We are particularly grateful to Dr S C Jain whose wisdom and business Acumen has always been an invaluable asset to the company.

Place: Mumbai	By Order of the Board
Date: August 14, 2014
	Chairman