N2N Technologies Ltd Directors Report

TO THE MEMBERS OF N2N TECHNOLOGIES LIMITED

Your Directors have pleasure to present 39^th Annual Report and Audited Annual Accounts of your company for the year ended on 31^st March 2024.

FINANCIAL HIGHLIGHTS:

STANDALONE BASIS

( Rs. IN LAKHS)

Particulars	FY 2023-2024	FY 2022-23
Total Income	161.43	Nil
Total Expenditure	164.91	59.69
Profit / (Loss) Before Tax	(3.47)	1.64

PERFORMANCE REVIEW & FUTURE OUTLOOK:

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

DIVIDEND & RESERVES:

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

SHARE CAPITAL:

As at March 31, 2024, Your companys 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, 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 31^st March 2024, Mr. Rahul Shah, Promoter Director of the Company holds 43.11 % 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:

Sr. No. Particulars	Amt in
1 Foreign Exchange earned in terms of actual inflows during the year	161.43
2 Foreign Exchange outgo in terms of actual outflows during the year	Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company is committed to improve quality of lives of people in the community its serves through long term stakeholder value creation, with special focus on skills development. 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.

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 statement 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

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, Joint Venture or Associates company.

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 2023-2024.

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 have 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 the 44th Annual General Meeting (AgM) subject to ratification at each intervening AGM. They have furnished a certificate, confirming consent and eligibility in accordance with Section 139 read with Section 141 of the Act. Pursuant to the provisions of the Act and the Rules made there under, it is proposed to ratify their appointment as the statutory auditors of the Company till the conclusion of the next AGM. Members are requested to consider the ratification of their and authorize the Board of Directors to fix their remuneration.

(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, 2024. The Secretarial Audit Report is annexed to this report.

The Auditors Report for the financial year ended 31^st March 2024 contains following qualification, reservation, adverse remark or disclaimer:

Sr. No. Auditors qualification, reservation, adverse remark or disclaimer	Boards comments
(Auditors have given following remarks under Standalone Audit Report "Emphasis of Matter" para )

 

1 The Company being a listed Company, as per Section 138 of Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, Company is required to appoint Internal Auditor. However the Company has not complied with the same.	Your Company shall make an appointment of Internal Auditor in current year.
2. The Company has not established its Internal Financial Controls over financial reporting on criteria based on or considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.	Your shall engage a Chartered Accountant for issuance of appropriate report on Internal Financial Controls and basis that, the qualification will be addressed.
The Company has made provisions of Rs. 39,000 for professional tax in the current financial year and Rs. 13,000 in the previous year, but these amounts remain unpaid as of 31st March 2024. This non-payment could result in penalties and interest liabilities that have not been accounted for in the financial statements. The Company has an outstanding TDS payable amounting to Rs. 42,592, which has been pending for over three years. Furthermore, TDS on legal and professional fees amounting to Rs. 18,70,800 and rent amounting to Rs. 2,37,540 for the financial year 2023-2024, The interest and penalties associated with these amounts have not been recorded.	Your Company has paid the TDS for previous years which are available for credit and set off for the TDS liability accrued.
5 the company has granted loan to DSR Infotech Limited, which is non-compliance of Section 185 of the Companies Act, 2013.	DSR Infotech Ltd was a subsidiary company when such transaction had happened. As on date, the DSR is not the subsidiary company of N2N. It is important to note that, all expenses of the Company are currently paid out of the loan amount refunded by DSR Infotech Limited. The Listing Fees, payments to Company Secretary and other expenses are paid out of the Loan amount refunded by the DSR Infotech Ltd. Further, It is important to note that, the Loan was standing before the commencement of the Companies Act, 2013.
6 Balances of Debtors, Loans and Advances, Secured & Unsecured Loans, Sundry Creditors Others are subject to confirmation and reconciliation and consequential adjustments	Certain balances have been carried forwarded since the Company was acquired by Rahul Shah through Open Offer. Basis principle of prudence, the Board of Directors may write off such amounts from the Books of Accounts.
7 The company is in Export sale of services without payment of GST. The Company exceeded the GST registration threshold in June 2023 but registered only in January 2024. Consequently, Rs. 1,11,97,005/- of the Rs. 1,31,97,005/- turnover during this period was not reported due to non-registration. This oversight has resulted in the Company being unable to claim the input tax credit refund for the GST portion on expenses for these services.	Company didnt have any Input Credit for the said period, hence there has been no adverse effect. All Shares of the Company are export of IT Services and basis Letter of Undertaking (LUT) issued to GST Department, all export sales of the Company are GST exempted.

The Secretarial Auditors Report for the financial year ended 31^st March 2024 contains following qualification, reservation, adverse remark or disclaimer:

Sr. No. Secretarial Auditors qualification, reservation, adverse remark or disclaimer	Boards comments
1 The company has not published intimation & results of quarterly results in newspaper as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Your Company shall comply with the same during the current year and henceforth.
2 We would like to draw your attention, the company has applied for re-adjudication of Stamp Duty on account of merger of Leadsoft softech Pvt Ltd with the Company as levied by the Controller of Stamps, Mumbai	Re-adjudication of Stamp Duty with Controller of Stamps, Mumbai is under process.
3 Independent Director	Company is making efforts to appoint Independent Directors on the Board of the Company and reconstitute committees of the Board
4 Other LODR Non-Compliances and Suspension of Trading of Shares	Company is expected to clear the dues of BSE Limited towards Annual Listing Fees in Q3 of FY 2024-2025.

Mr. Nishant Upadhyay has bought to attention of Promoter Director the qualification remarks of the Auditors in their Audit Report and requested to adopt urgently corrective steps to address such qualification and emphasis of matters. The role of the Independent Director being honorary and without remuneration and more of advisory in nature and has adopted steps within their purview to address these qualifications.

LISTING ON STOCK EXCHANGES

The Equity Shares of your Company are listed only with BSE Limited. The listing fees for the financial year 2024-2025 is unpaid.

SUSPENSION OF TRADING OF EQUITY SHARES OF THE COMPANY

Company could not pay dues to BSE Limited towards Annual Listing Fees. Your Board is confident that by December 31,2024, the trading in equity shares of the Company resume.

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 not entered into by the Company. Hence, no particulars are being provided in Form AOC-2 as mandated pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014.

THE EXTRACT OF ANNUAL RETURN

Extracts of Annual return in form MGT-9 as per the provisions of the Companies Act, 2013 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) :

Your Board comprises of Mr Rahul Shah, Mr Tushar Shah and and Ms. Trupti Pandit.

Ms. Twinkle Upadhyaya acts as a Company Secretary of the Company. Mr. Tushar Shah and Ms. Trupti Pandit are also designated as Key Managerial Personnel and CEO and CFO respectively .

BOARD AND COMMITTEE MEETINGS

Five Board Meetings were convened and held during the year i.e. on May 30, 2023, August 14, 2024, September 7, 2023, November 14, 2024 and February 14, 2024. 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 oversees results of the internal audit and reviews implementation on a regular basis.

ACKNOWLEDGEMENT

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

DETAILS OF DIRECTORS SEEKING REAPPOINTMENT

Name	Rahul Dilip Shah
Age	54 years
Qualifications	BE (Computer)
Terms and Conditions of	Non Executive Director liable to
Appointment	retire by rotation
Directorships in other	DSR Infotech Limited
comPanes
Date of First Appointment	14-11-2011
Chairmanship/ Membership of	Nil
Board Committees of the other
Companies
Shareholding in the Company	43.11%
Remuneration drawn	"Nl

Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

Category code Category of Shareholder	No. of shares held at the beginning of the year				No. of shares held at the end of the year				% change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
(A) Promoters
1 Indian
(a) Individuals/ Hindu Undivided Family	234500		234500	7.26	234500		234500	7.26	0.00
(b) Central Govt(s)			0	0.00			0	0.00	0.00
(c) State Govt(s)			0	0.00			0	0.00	0.00
(d) Bodies Corporate			0	0.00			0	0.00	0.00
(e) Banks / FI			0	0.00			0	0.00	0.00
(f) Any Others(Specify)
(e-i)
Sub Total(A)(1)	234500	0	234500	7.26	234500	0	234500	7.26	0.00
2 Foreign
a NRIs - Individuals	1391480		1391480	43.11	1391480		1391480	43.11	0.00
b Other Individuals			0	0.00			0	0.00	0.00
c Bodies Corporate			0	0.00			0	0.00	0.00
d Banks / FI			0	0.00			0	0.00	0.00
e Any Others(Specify)
Sub Total(A)(2)	1391480	0	1391480	43.11	1391480	0	1391480	43.11	0.00
Total Shareholding of Promoter (A)= (A)(1)+(A)(2)	1625980	0	1625980	50.37	1625980	0	1625980	50.37	0.00
(B) Public shareholding
1 Institutions
(a) Mutual Funds			0	0.00			0	0.00	0.00
(b) Banks / FI			0	0.00			0	0.00	0.00
(c) Central Govt(s)			0	0.00			0	0.00	0.00
(d) State Govt(s)			0	0.00			0	0.00	0.00
(e) Venture Capital Funds			0	0.00			0	0.00	0.00
(f) Insurance Companies			0	0.00			0	0.00	0.00
(g) FIIs			0	0.00			0	0.00	0.00
(h) Foreign Venture Capital Funds			0	0.00			0	0.00	0.00
(i) Any Other (specify)
Sub-Total (B)(1)	0	0	0	0.00	0	0	0	0.00	0.00

 

B 2 Non-institutions
(a) Bodies Corporate	462780	28017	490797	15.20	463275	28017	491292	15.22	0.02
(i) Indian			0	0.00			0	0.00	0.00
(ii) Overseas			0	0.00			0	0.00	0.00
(b) Individuals
(i) Individual shareholders holding nominal share capital up to Rs 1 lakh	285900	18037	303937	9.42	287320	18037	305357	9.46	0.04
(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.	740711	0	740711	22.95	740681	0	740681	22.95	0.00
(c) Others (specify)
(i) Clearing Members	17877		17877	0.55	15992		15992	0.50	-0.06
(ii) Trusts			0	0			0	0.00	0.00
(iii) NRI / OCBs	34082		34082	1	34082		34082	1.06	0.00
(iv) Foreign Nationals	0	6672	6672	0.21	0	6672	6672	0.21	0.00
(v) Foreign Corporate Body	0	8013	8013	0.25	0	8013	8013	0.25	0.00
(vi) NFBC registered with RBI	0	0	0	0.00	0	0	0	0.00	0.00
Sub-Total (B)(2)	1541350	60739	1602089	49.63	1541350	60739	1602089	49.63	0.00
(B) Total Public Shareholding (B)= (B)(1)+(B)(2)	1541350	60739	1602089	49.63	1541350	60739	1602089	49.63	0.00
TOTAL (A)+(B)	3167330	60739	3228069	100.00	3167330	60739	3228069	100.00	0.00
(C) Shares held by Custodians for GDRs & ADRs								0.00	0.00
GRAND TOTAL (A)+(B)+(C)	3167330	60739	3228069	100.00	3167330	60739	3228069	100.00	0.00

Note :

1 ) In promoter group, Mr.Rahul Shah (holding 1391480 shares) is only promoter of the company de-facto , whereas Ms. Rekha Rani Sarawagi (holding 234500 shares) is former promoter of company still shown in promoter category , cause her entire shareholding is still in process of transfer to Mr.Rahul Shah

(ii)Shareholding of Promoters

S.no Shareholders Name	Shareholding at the beginning of the year			Shareholding at the end of the year
	No. of shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares held	No. of shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares held	% change in shareholding during the year
1 Rahul Shah	1391480	43.11	70.87	1391480	43.11	70.87	-
2 Rekha Sarawagi	234500	7.26	-	234500	7.26	-	-

(iii) Change in Promoters Shareholding (please specify, if there is no change)

There has been no change in the shareholding of the promoters during the year, hence details in prescribed form are not reported here.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) :

Sr No Name of the Shareholders	Shareholding at the Beginning		Total cumulative Changes in shareholding during the year		Shareholding at the end
	No. of Shares	% of Total Shares	Increase	Decrease	No. of Shares	% of Total Shares
1 VIJAY JAGSHIBHAI CHHEDA	2,66,666	8.26	-	-	266666	8.26
2 PILOT CONSULTANTS PVT LTD	1,183,53	3.66	-	-	118353	3.66
3 INGA ADVISORS PVT LTD	104,339	3.25		-	104339	3.25
4 SURAJ RAMCHAND K. POPLEY	99,474	3.08	-	-	99474	3.08
5 VIPUL JAYENDRAKUMAR SHAH	53,554				49077	1.52
6 YOGSH CHANDRAKANT ASHER	44,550	1.42	-	-	60450	1.87
7 ICM FINANCE PVT LTD	44,133	1.37	-	-	54133	1.68
8 SUMAN GUPTA	33962	1.05	-	-	33962	1.05
9 SURENDRA BANG	29,823	0.92	-	-	29823	0.92
10 Bijco Holdings Limited	22,800	0.75	-	-	24000	0.75

Note : 1. Top ten shareholders at the end of the year (as per PAN) are taken. (vi) Shareholding of Directors and Key Managerial Personnel :

Sl. No.		Shareholding at the beginning of the year		Cumulative Shareholding during the year
1.	For Each of the Directors and KMP	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
Rahul Shah (Director)	At the beginning of the year	1391480	43.11	1391480	43.11
	Date wise Increase / Decrease in Shareholding during the year	NIL	NIL	None of the Directors had any transaction in the shares of the Company during the year
	At the End of the year	1391480	43.11

 

	At the beginning of the year	15	0.00	15	0.00
	Date wise Increase / Decrease in Shareholding during the year	NIL	NIL	None of the Directors had any transaction in the shares of the Company during the year
	At the End of the year	15	0.00	15	0.00
Trupti Pandit (Non Executive Director)	At the beginning of the year	5	0.00	5	0.00
	Date wise Increase / Decrease in Shareholding during the year	NIL	NIL	None of the Directors had any transaction in the shares of the Company during the year
	At the End of the year	5	0.00	5	0.00

Note: Mr. Tushar Shah, do not hold any shares.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment (In Lacs)

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due	NIL	17.41	NIL	17.41
Total (i+ii+iii)		17.41	NIL	17.41
Change in Indebtedness during the financial year • Addition • (Reduction)	NIL	NIL	NIL	NIL
Net Change
Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due	NIL	22.43	NIL	22.43

 

Total (i+ii+iii)

NIL

22.43

NIL

22.43

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. no.	Particulars of Remuneration	Name of MD/WTD/ Manager				Total Amount
		—	—	—	—
1.	Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2)Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961					NIL
2.	Stock Option					NIL
3.	Sweat Equity					NIL
4.	Commission - as % of profit - others, specify...					NIL
5.	Others, please specify					NIL
	Total (A)					NIL
	Ceiling as per the Act					NIL

B. Remuneration to other directors:

Particulars of Remuneration	Name of Directors				Total Amount
		—	—	---
1. Independent Directors					NIL
2. Other Non-Executive Directors					NIL
Total (B)=(1+2)					NIL
Total Managerial Remuneration
Overall Ceiling as per the Act					N.A

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Particulars of	Key Managerial Personnel
Remuneration

 

	CEO	Company Secretary	CFO	Total
1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	NIL	2,76,000	NIL	2,76,000
2. Stock Option	NIL	NIL	NIL	NIL
3. Sweat Equity	NIL	NIL	NIL	NIL
4. Commission - as % of profit -others, specify...	NIL	NIL	NIL	NIL
5. Others, please specify	NIL	NIL	NIL	NIL
Total	NIL	2,76,000	NIL	2,76,000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty/Punishment/Compounding fees imposed	Authority [RD / NCLT / COURT]	Appeal made, if any (give Details)
A. COMPANY
Penalty			NIL
Punishment			NIL
Compounding			NIL
B. DIRECTORS
Penalty			NIL
Punishment			NIL
Compounding			NIL
C. OTHER OFFICERS IN DEFAULT
Penalty			NIL
Punishment			NIL
Compounding			NIL