N2N Technologies Ltd Directors Report.

TO

THE MEMBERS OF

N2N TECHNOLOGIES LIMITED

Your Directors have pleasure to present 32nd Annual Report and Audited Annual Accounts of your company for the year ended on 31st March 2017.

FINANCIAL HIGHLIGHTS:

(Rs. IN LAKHS)

Particulars FY 16-17 FY 15-16
Total Income 21.73 17.83
Total Expenditure 28.56 19.89
Extra-Ordinary Item (286.80) Nil
Profit Before Tax (PBT) (293.63) (2.08)

PERFORMANCE REVIEW & FUTURE OUTLOOK:

During the current year, your Company has booked total income of Rs.21.73 Lakhs and Net Loss of Rs.293.71 Lakhs on standalone basis. The source of income is on account of interest received on Investment/advances.

During the year under review, your Company disposed of its investment in DSR Infotech Limited. Due to deterioration in value of investment held by your company in DSR Infotech Limited, your company booked onetime extraordinary loss of Rs. 286.80 lacs.

Your Directors are confident that the policies, strategies adopted by your company will protect interest of the stakeholders.

DIVIDEND & RESERVES:

In view of the loss, your Directors expresses it inability to declare dividend for the year.

SHARE CAPITAL:

As at March 31, 2017, Your companies total paid up share capital stood at Rs.4,01,31,980/- divided into 32,28,069 fully paid up equity shares of Rs.10/- each and 7,85,129 fully paid up Preference shares of Rs.10/- each. During the year under review, pursuant to the revision of the Scheme of Amalgamation as sanctioned by Honorable High Court of Judicature at Bombay, fresh allotment of 1,61,403 equity shares of Rs.10/- each and 7,85,129 Preference shares of Rs.10/- each to the Shareholders/Debenture holders of Leadsoft Softech Private Limited (Amalgamated company) was made and 13,41,400 equity shares issued previously for the said amalgamation was cancelled.

The new equity shares issued are duly listed on the BSE Ltd.

The Company has not issued any shares with or without differential voting rights. Also company has neither issued employee stock options nor sweats equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

As on 31st March, 2017, Mr. Rahul Shah, Promoter Director of the Company holds 43.11% equity shares of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy and Technology Absorption:

The Company has no particulars to report regarding conservation of energy, technology absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with Rules there under.

B. Foreign exchange earnings and outgo:

Particulars Amt in
Foreign Exchange earned in terms of actual inflows during the year Nil
Foreign Exchange outgo in terms of actual outflows during the year Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not have to mandatorily constitute a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The company fully understands its role in society and is committed for sustainable & inclusive growth of people & the environment around its business.

AMENDMENT TO SCHEME OF ARRANGEMENT - BETWEEN N2N TECHNOLOGIES LIMITED AND LEADSOFT SOFTECH PRIVATE LIMITED

The Scheme of Arrangement for amalgamation of Leadsoft Softech Private Limited was sanctioned by the Honorable High Court, Bombay on October 29, 2013. Pursuant to said Scheme of Arrangement, Company had made allotment of 1341400 equity shares of Rs.10/- to shareholders / debenture holders of Leadsoft Softech Private Limited.

Post sanction of Scheme of Arrangement, the Listing Application filed with BSE Limited was referred to SEBI. The structure of allotment was revised in terms of SEBI circular dated February 4, 2013, therefore, the Scheme of Arrangement was revised. Your Company moved before the Honorable Bombay High Court for sanction of revised Scheme of Arrangement and by its order dated September 29, 2016, the revised Scheme of Arrangement was sanctioned.

As per revise Scheme of Arrangement, your company allotted 161403 equity shares and 785129 redeemable preference shares of Rs.10/- each and previous allotment of 1341400 equity shares was cancelled.

BOARD AND DIRECTORS EVALUATION AND CRITERIA FOR EVALUATION

During the year, the Board has carried out an annual evaluation of its own performance & performance of the Directors.

Your Company has constituted Nomination and Remuneration Committee, which as per the provisions of Companies Act 2013 has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation inter alia include degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Management. Criteria for evaluation of the Committees of the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The procedure followed for the performance evaluation of the Board, Committees and Directors is detailed in the Directors Report.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF DIRECTORS:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Companies Act 2013.

Independence:

In accordance with the above criteria, a Director will be considered as an ‘Independent Director if he/ she meet with the criteria for ‘Independent Director as laid down in the Act.

Qualifications:

A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes:

In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors as outlined in Schedule IV to the Act.

REMUNERATION POLICY

The Company has adopted a Policy for remuneration of Directors, Key Managerial Personnel and other employees, which is aligned to its overall Human resource philosophy. The key factors considered in formulating the Policy are as under:

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The key principles governing the Companys Remuneration Policy are as follows:

Remuneration for independent Directors and non-independent non-executive Directors:

• Independent Directors (‘ID) and non-independent non-executive Directors (‘NED) may be paid sitting fees for attending the Meetings of the Board and of Committees of which they may be members, and commission within regulatory limits, as recommended by the Nomination and Remuneration Committee (‘NRC) and approved by the Board.

• Overall remuneration should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company, taking into consideration the challenges faced by the Company and its future growth imperatives. Remuneration paid should be reflective of the size of the Company, complexity of the sector/ industry/ Companys operations and the Companys capacity to pay the remuneration and be consistent with recognized best practices.

• The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board based on Company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board. The NRC will recommend to the Board the quantum of commission for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and Committee Meetings, individual contributions at the meetings and contributions made by Directors other than in meetings.

• The remuneration payable to Directors shall be inclusive of any remuneration payable for services rendered in any other capacity, unless the services rendered are of a professional nature and the NRC is of the opinion that the Director possesses requisite qualification for the practice of the profession.

Policy on Remuneration for Managing Director (‘MD) / Executive Directors (‘ED) /

Key Managerial Personnel (‘KMP)/ rest of the Employees:

• The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be market competitive, driven by the role played by the individual, reflective of the size of the Company, complexity of the sector/ industry/ Companys operations and the Companys capacity to pay, consistent with recognized best practices and aligned to any regulatory requirements. Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.

• In addition, the Company provides employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings. The Company also provides all employees with a social security net subject to limits, by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance. The Company provides retirement benefits as applicable.

• In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the Company provides MD/ EDs such remuneration by way of commission, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Companies Act, 2013. The specific amount payable to the MD/ EDs would be based on performance as evaluated by the NRC and approved by the Board.

• The Company provides the rest of the employees a performance linked bonus. The performance linked bonus would be driven by the outcome of the performance appraisal process and the performance of the Company.

Presently, no Directors or KMP of the Company is drawing any remuneration from the company.

DIRECTORS RESPONSIBILITY STATEMENT

The directors report that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) 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 at the end of the financial year and of the profit and loss account of the company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION ON INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

At present, your company does not have any subsidiary or Associates company. During the year, the company sold its entire stake in erstwhile subsidiary company; DSR Infotech limited.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has not received any complaint of sexual harassment during the financial year 2016-17.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

AUDITORS

(1) Statutory Auditors:

M/s. DMKH & Co., Chartered Accountants, Mumbai, are the statutory auditors of the Company and hold office till the conclusion of this 32nd Annual General Meeting (AGM). The Board has recommended appointment of M/s Maheshwari & Co. (FRN: 105834W), Chartered Accountants as the Statutory Auditors of the Company in place of retiring Auditors, for a term of five consecutive years from the conclusion of this 32nd Annual General Meeting of the Company till the conclusion of the 37th Annual General Meeting to be held in the year 2022 for approval of shareholders of the Company. Your Board has obtained Consent and declaration from M/s Maheshwari & Co. confirming as to their eligibility for appointment as Statutory Auditors of the Company.

(2) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company

had appointed M/s. Hardik Savla & Co, a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2017. The Secretarial Audit Report is annexed to this report.

The Auditors Report for the financial year ended 31st March, 2017 contains following qualification, reservation, adverse remark or disclaimer:

Auditors qualification, reservation, adverse remark or disclaimer Boards comments
As per the remarks in notes to the Standalone Accounts regarding noncompliance of section 203 of Companies act, 2013 and the consequential defaults Considering the activities of the Company and according to requirements of a company, we are searching suitable candidate

The Secretarial Auditors Report for the financial year ended 31st March, 2017 contains following qualification, reservation, adverse remark or disclaimer:

Secretarial Auditors qualification, reservation, adverse remark or disclaimer Boards comments
Non-compliance of section 203 of Companies Act, 2013 and the consequent defaults As mentioned herein above

LISTING ON STOCK EXCHANGES

The Equity Shares of your Company are listed with BSE Limited. The listing fees for the financial year 2017-2018 has been paid.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The certain regulations as to corporate governance do not apply to the Company in Accordance with SEBI (LODR) Regulations 2015. Accordingly, no separate section on Corporate governance is annexed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion & Analysis Report as required under regulation 34 of the SEBI (LODR) Regulations, 2015 is annexed to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has not given any loan or guarantee, or provided security, or has made any investment which would be required to be reported under section 186 of the companies Act 2013. The closing balances of investments which would be covered under Section 186 of the Companies Act, 2013, are disclosed in the Schedule of Non-Current Investments/Loans given in the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The contracts or arrangements as covered u/s188 of the Companies Act 2013, is provide in Form AOC-2.

THE EXTRACT OF ANNUAL RETURN

Extracts of Annual return in form MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is annexed hereto and forms part of this report.

MANAGERIAL REMUNERATION / PARTICULARS OF EMPLOYEES

Your company has not paid any managerial remuneration during the period under review, therefore no Disclosures in the Board Report as required under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 is provided and further your Company also has not employed any person at a remuneration in excess of the limit set out in the said Rules.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :

At the Annual General Meeting of the Company held on December 30, 2016, the Members had approved the appointment of Mr. Nishant Upadhyay, Mr. Akhand Pratap Singh & Ms. Mahalakshmi Dandapani as Independent Directors for a term of five years as per the provisions of Companies Act 2013. Under section 167(1)(b) of the Companies act 2013, Mr. Murtuza ali Soomar, had to vacate his directorship on account of continuous absence from board meetings during 12 months period.

Presently, no one is appointed or designated as key managerial personnel as per the requirements of section 203 of the Companies Act 2013. In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Mr. Rahul Shah retires and is eligible for re-appointment.

BOARD AND COMMITTEE MEETINGS

Nine Board Meetings were convened and held during the year i.e. on May 30, 2016, June 18, 2016, August 13, 2016, September 19, 2016, November 12, 2016, November 25, 2016, February 16, 2017, 14th March 2017 & 28th March 2017. The Board re-constituted the Committees of board after the vacation of Mr. Murtuza directorship, by naming Mr. Nishant Upadhyay, Mr. Akhanda Singh and Ms. Mahalaxmi Dandapani as Members for all committees. There have not been any instances when recommendations of the Audit Committee were not accepted by the Board. The intervening gap between the Meetings was within the period prescribed under the Act.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013:

Your Company has not accepted any fixed deposits covered under chapter V of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Companys internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Companys policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

The Audit Committee along with Management oversee results of the internal audit and reviews implementation on a regular basis.

ACKNOWLEDGEM ENT

Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its bankers and various Government agencies. Your Directors also wish to thank all the employees for their co-operation.

By Order of the Board of Directors

Rahul Shah Nishant Upadhyay
DIN:01545609 DIN:02128886
Place: Mumbai Director Director
Date: May 30, 2017