20th annual report 2011-12 dot com global limited · 2013-07-25 · mr. mallikarjuna reddy c n and...

20th ANNUAL REPORT 2011-‐‑12 DOT COM GLOBAL LIMITED

20TH ANNUAL REPORT 2011-12

DOT COM GLOBAL LIMITED


BOARD OF DIRECTORS I. V. S. N Raju : Managing Director Bipin Jhaveri : Director Suneetha Indukuri : Director Mallikarjuna Reddy C N : Director Obulreddy Puppala : Director Santosh Reddy Kattamidi : Director Srivenkata Ramana Tammisetti : Director REGISTERED OFFICE: ANNUAL GENERAL MEETING Nawab House, 2nd Floor, Day : Saturday 63, Maharshi Karve Road, Date : Sept.29, 2012 Mumbai-400 002 Time : 11.00 a.m. AUDITORS L N P & Co Chartered Accountants 7-1-636/23, 2nd Floor, Sri Ganesh Nilayam, Model Colony, Near ESI Hospital, S R Nagar Hyderabad - 500038 BANKERS BOOK CLOSURE BANK OF INDIA, 26.09.2012 to 29.09.2012 Film Nagar Branch (Both days Inclusive)

REGISTRAR AND TRANSFER AGENT

Purva Share Reg. India Pvt. Ltd. 9 – Shiv Shakti Ind. Estate, J.R. Boricha Marg, Opp Kasturba Hospital, Lower Parel (E), Mumbai – 400011.


NOTICE NOTICE is hereby given that the 20th Annual General Meeting of the members of Dot Com Global Ltd. will be held at its Registered Office of the Company at Nawab House, 2nd Floor, 63, Maharshi Karve Road, Mumbai-400002, on Saturday 29th September 2012 at 11.00 a.m. to transact the following business:- ORDINARY BUSINESS

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2012 and the P&L a/c. for the year ended that date together with the Reports of Auditor’s and Director’s thereon.

2. To appoint a Director in place of Mr. Mallikarjuna Reddy C N, who retires by

rotation and being eligible, offers for re-appointment.

3. To appoint a Director in place of Mr. Santosh Reddy Kattamidi, who retires by rotation and being eligible, offers for re-appointment.

4. To appoint M/s. L N P & Co, Chartered Accountants, Hyderabad, as Auditors

of the Company in place of M/s. Mulraj D. Gala, Chartered Accountants, Mumbai to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company and authorize the Board of Directors to fix their remuneration.

SPECIAL BUSINESS

5. To consider and if thought fit, to pass, with or without modification(s) the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 31 and all other applicable provisions of the Companies Act, 1956 and Rules framed there under, the existing Articles of Association of the Company be and hereby amended as under:

After article 96 of the Article of Association of the Company, the following new Article 96A shall be inserted: “96A: The Board may provide video conference facility and/or other permissible electronic mode of communication to the shareholders of the Company for participating in General Meetings of the Company through video conference facility and/or other permissible electronic mode of communication shall be governed by the Rules and Regulations as applicable to the Company for the time being in force.” After Sub-Article (8) of Article 157 of the Article of Association of the Company, the following new Sub-Article (3) shall be inserted:


“(9): Directors may participate in Meetings of the Board and/or Committees thereof, through video conference facility and/or other permissible mode of communication. Such participation by the Directors at Meetings of the Board and/or Committees thereof, through video conference facility and/or other permissible mode of communication shall be governed by the Rules and Regulations as applicable to the Company for the time being in force.” “FURTHER RESOLVED THAT the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee or any person which the Board may nominate/constitute to exercise its powers, including the powers by this Resolution) be and is hereby authorized to carry out the above mentioned amendments in the existing Articles of Association of the Company and that the Board may take all such steps as may be necessary to give effect to this resolution.”

Place: Mumbai By order of the Board Date: 03-09-2012 for Dot Com Global Ltd.

SD/- (C N Mallikarjuna Reddy) Chairman

NOTES

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member.

2. The Proxy form should be deposited at the registered office of the Company not less than forty eight hours before the meeting.

3. Share Holders are requested to intimate change in their address, if any, immediately.

4. The Register of Members and Share Transfer Book of the Company will remain closed from 26-09-2012 to 29-09-2012 (both days inclusive).


Explanatory statement pursuant to section 173 (2) of the Companies Act 1956 Item No.5

The Ministry of Corporate Affairs (MCA), Government of India, New Delhi vide General Circulars No.27/2011 and 28/2011 dated May 20, 2011 and Circular No. 35/2011 dated June 06, 2012 have permitted the companies to hold Board Meetings and Shareholders' Meetings through video conference facility, as part of the Green Initiatives under Corporate Governance.

Further, MCA vide Circular No. 72/2011 dated December 27, 2011 made the video conference facility at the Shareholders' Meetings optional to the Company. In order to provide video conference facility to its Directors and Shareholders, your Company has been advised to carry out necessary amendments in the existing Articles of Association of the Company by inserting enabling provisions. In terms of Section 31 of the Companies Act, 1956, approval of the Members by way of a Special Resolution is required to amend the Articles of Association of the Company.

The Articles of Association with alterations proposed therein as referred to in the Notice shall be available for inspection by the Members at the Registered Office of the Company, Nawab House, 2nd Floor, 63, Maharshi Karve Road, Mumbai-40002, any working day except holidays observed by the Company during usual business hours up to the date of the Meeting and will also be available at this Annual General Meeting.

Accordingly, your Board recommends passing of the Resolution No. 5 as a Special Resolution.

None of the Directors is interested or concerned in this Resolution.


Directors Report To, The Members, Dot Com Global Limited Mumbai, Maharashtra Your Directors have pleasure in presenting before you the 20th ANNUAL REPORT of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS 2011-2012 2010-2011 Turn Over 9,27,654 Profit (Loss) Before Tax 1,46,750 Provision for Taxation 35,000 Profit (Loss) After Tax 1,11,750

OPERATIONAL HIGHLIGHTS The Ministry of Corporate Affairs (MCA) vide notification no. S.O. 447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to conform to this year's classification. During the year under review, company has posted a turnover of 35.25 Lacs as against previous year turnover of Rs.9.27 Lacs registering about 100% growth. Company has made significant efforts in creation of market and name for its quality it services and Software activity. Further to report that Company is taken serious initiatives for development of business and make dent in market share through good marketing strategies. Your directors are therefore confident of coming out with significant growth in the future years and thereby wiping out losses incurred in the previous years and posting a decent growth. PUBLIC DEPOSITS During the period under review the Company did not accept deposits in terms of Section 58A of the Companies Act, 1956 and pursuant to the provision of the Non-Banking Financial Companies (Reserve Bank) Direction 1997.


DIRECTORS Mr. Mallikarjuna Reddy C N and Mr. Santosh Reddy Kattamidi, Directors of the company retire by rotation at this Annual General Meeting and being eligible, offers themselves for re-appointment. The brief resume and other details of directors, who are to be re-appointed as stipulated under clause 49 (IV) (G) of the listing agreement, are furnished in the corporate Governance Report forming part of the Annual Report. During the year there were no changes had taken place in the constitution of the Board of Directors of the Company. AUDITORS The existing Statutory Auditors of the company, M/s. Mulraj D. Gala, Chartered Accountants, Mumbai retire at the conclusion of the ensuing Annual General Meeting. M/s L N P & Co Chartered Accountants, Hyderabad will be appointed as statutory auditors of the Company till the conclusion of next Annual General Meeting. The Company has received letter from them to the effect that their appointment if made would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. PARTICULARS OF EMPLOYEES There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO The operations of the company are not energy-intensive. However adequate measures have been taken to reduce energy consumption by using energy efficient computers and equipments with the latest technologies. Your company constantly evaluates new technologies and invests in them to make its infrastructure more energy-efficient. Currently your company use During the year under review the Company has no foreign exchange earnings and outgo. DIRECTORS’ RESPONSIBILITY STATEMENT Your Directors hereby report that: (a) in the preparation of annual accounts, the applicable accounting standards

have been followed;


(b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2012;

(c) Proper and sufficient care has been taken 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 and detecting fraud and other irregularities;

(d) annual accounts have been prepared on a going concern basis. CORPORATE GOVERNANCE AND COMPLIANCE A report on corporate governance along with Management Discussion and Analysis is annexed to this report as Annexure A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report. The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49. ACKNOWLEDGEMENT The Board of Directors takes the opportunity to thank the Bankers and Government for the Co-operations and support by them from time to time in the operation of the company during the year. The Board also places on record its deep appreciation for the contribution made by the employees at all levels.

Place :Mumbai By order of the Board Date : 03-09-2012 For Dot Com Global Limited SD/-

(Mallikarjuna Reddy C N) Chairman


ANNEXURE –A to the Director’s Report for the year ended 31st March, 2012. REPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY

The Company firmly believes that corporate governance and compliance practices are of paramount importance in order to maintain the trust and confidence of the stakeholders and clients of the Company and the unquestioned integrity of all personnel involved or related to the Company. To ensure transparency, fairness and objectivity in an organisation’s functioning, the Company has proactively adopted best practices with regard to corporate governance and compliance, which are ahead of regulatory requirements. The Company’s policy on compliance with external regulatory requirements is backed by stringent internal policies and principles to ensure, interalia, priority to clients’ interest over proprietary interest, maintenance of confidentiality of client information and prevention of insider trading. 2. BOARD OF DIRECTORS The Board of Directors of the Company consists of Seven Directors including the Non- Executive Chairman. Out of 7, 5 directors are non-executive directors and two are executive directors. Out of five Non-executive directors 3 directors are Independent. The Company does not have any pecuniary relation or transaction with Non-Executive Independent Directors during the year under review. Appointment/Reappointment of Directors Mr. Mallikarjuna Reddy C N and Mr. Santosh Reddy Kattamidi, Directors of the company retire by rotation at this Annual General Meeting and being eligible, offers themselves for re-appointment. The brief resume and other details of directors seeking appointment are given below. Mr. Mallikarjuna Reddy C N aged 45 years is a graduate in Commerce and post graduate in Export Import Management and international markets and various marketing customs and procedures. He is independent director of the Company. Mr. Santosh Reddy Kattamidi: aged about 27 years is a graduate computer technology and expert in management and administration and has an experience of more than 7 years in the field of Finance, administration and general management. Board procedure

A detailed Agenda folder was sent to each Director in advance (generally before 7 to 10 days) of Board and committee meetings. To enable the Board to discharge its responsibilities effectively, the Managing Director briefed the Board at every meeting on the financial performance of the Company up to last completed month as against the


budget/revised budget of the year. Presentations are made by the Managing Director about the financial, operational performance and market scenario. The Board also reviewed:

• Strategy and business plans • Annual operating and capital expenditure budgets • Investment plans of the company • Compliance with statutory/regulatory requirements and review of major

legal issues. • Adoption of quarterly / half yearly / annual results (after recommendation of

Audit Committee where required). • Significant labour problems • Major accounting provisions and write-offs. • Details of joint venture or Collaboration Agreement

Composition, Category of Directors and their other directorship and Membership/Chairmanship of Committees

During the year 5 Board Meetings were held on 28-04-2011, 28-07-2011, 26-08-2011, 14-11-2011, 31-01-2012. The Board was present with the relevant and necessary information. None of the Director is a member of more than 10 committees or acting as Chairman of more than 5 committees across all companies in which he is a director. The attendance at the Board Meeting during the year and at the last Annual General Meeting was as follows:

Sr. No

Name of the Director

Category

Number of other

Director-ships

Committee Memberships

Committee Chairman- ships

1 SUNEETHA INDUKURI

EXE.DIRECTOR -

_ -

2 BIPIN JHAVERI NON-EXE DIRECTOR - - -

3 MALLIKARJUNA REDDY C N IND. DIRECTOR 1 1

4 OBULREDDY PUPPALA EXE. DIRECTOR 6 1

1

5 I.V.S.N.RAJU

MANAGING DIRECTOR 2

6

SANTOSH REDDY KATTAMIDI

IND. DIRECTOR 1 - -

7 SRIVEMKATA TAMMISETTI IND.DIRECTOR 1


S.NO NAME OF DIRECTORS NO. OF BOARD MEETING ATTENDED

ATTENDENCE AT THE AGM HELD ON 28-09-2011

1 BIPIN JHAVERI 3 NO 2 MALLIKARJUNA REDDY C N 4 YES

3 OBULREDDY PUPPALA 4 YES

4 I.V.S.N. RAJU 5 YES 5 SUNEETA INDUKURI 4 YES

6 SRIVENKATA RAMANA TAMMISETTI

5 YES

7 SANTOSH REDDY KATTAMIDI 5 NO

3. AUDIT COMMITTEE

The audit committee consists of 3 Directors. All members of Audit Committee

are financially literate and 2 Directors out of 3 has financial management expertise as required for member of Audit Committee as stipulated in Clause 49 of the Listing Agreement. The Details of Audit Committee meetings held during the year April 2011 to March 2012 and the attendance of the Audit Committee Members are as under:

S.NO DIRECTOR NAME CATEGORY NO OF MEETINGS

HELD

NO OF MEETINGS ATTENDED

1 MALLIKARJUNA REDDY C N

INDEPENDENT DIRECTOR & CHAIRMAN

5 5

2 SANTOSH REDDY K INDEPENDENT DIRECTOR

5 4

3 I.V.S.N. RAJU MANAGING DIRECTOR

5 5

Terms of Reference:-

The terms of reference for the audit committee as laid down by the Board include the following:-

(i) Overseeing the Company’s financial reporting process and the disclosure of

its financial information to ensure that the financial statements are correct, sufficient and credible.

(ii) Recommending the appointment and removal of statutory auditor, fixation of audit fee and also approval for payment for any other services.

(iii) Reviewing with management, the quarterly, half yearly and annual financial statements before submission to the Board, focusing primarily on any


changes in accounting policies and practices; major accounting entries based on exercise of judgment by management; qualifications in draft audit report; significant adjustments arising out of audit; the going concern assumption; compliance with accounting standards; compliance with stock exchange and legal requirements’ concerning financial statements; any related party transaction i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of Company at large.

(iv) Reviewing with the management, statutory and internal auditors, the adequacy of internal control system and ensuring compliance therewith.

(v) Discussions with statutory auditors before the commencement of the audit about the nature and scope of audit as well as have post-audit discussion to ascertain any areas of concern.

(vi) Reviewing the Company’s financial and risk management policies. (vii) To review the functioning of the Whistle Blower Policy adopted by the

Company. (viii) To review report on Management Discussion & Analysis of Financial

Condition and Results of operation, to be included in the Company’s Annual Report to its Shareholders.

4. REMUNERATION COMMITTEE

This is a non-mandatory requirement. The company has constituted a Remuneration Committee to decide and fix payment of remuneration and sitting fees to the Directors of the Company. The Remuneration Committee consists of Mallikarjuna Reddy C N, Independent Director, Mr. Santosh Reddy Kattamidi, Director and Chairman of the Commitetee and Mr. I.V.S.N. Raju,, Managing Director. Two meeting of the committee held during the year under review.

5. SHARE HOLDER’S GRIEVANCE AND SHARE TRANSFER COMMITTEE

Composition:- The said committee comprises of Santosh Reddy Kattamidi, Director & Chairman of the said committee, Obulreddy Puppala, Professional Director and I.V.S.N.Raju, Managing Director. There are 4 meetings during the year.

The Committee has delegated the authority to an officer of the Company who attends to share transfer formalities at least once in a fortnight.

Terms of reference:-

To look into the redressal of the share holders complaints in respect of any matter including transfer of shares non receipt of annual report, non receipt of declared dividend etc.


Summary of Investors’ Complaints:-

During the year no complaints were received from the share holders.

Annual General Meeting :- The Annual General Meeting (AGMs) of the company have been held at the following places in the last three years. YEAR DATE TIME VENUE

2008 - 09 30-09-2009 11.00 A.M REGD. OFFICE – Nawab House, 2nd

Floor, 63, Maharshi Karve Road, Mumbai-400002

2009 - 10 30-09-2010 11.00 A.M REGD. OFFICE – Nawab House, 2nd Floor, 63, Maharshi Karve Road, Mumbai-400002

2010 – 11 30-09-2011 11.00 A.M REGD. OFFICE – Nawab House, 2nd Floor, 63, Maharshi Karve Road, Mumbai-400002

No special resolution passed through postal ballot during the year.

No special resolution on matters requiring postal ballot are placed for share holder’s approval at this meeting.

6. DISCLOSURES REGARDING RELATED PARTY TRANSACTIONS:-

There were no transactions by the company of material significance with related parties i.e. its Promoters, Directors of Companies or the Management or their relatives during the year which may have potential conflict with interest of the Company at large.

7 . MEANS OF COMMUNICATION:

(i) The periodical unaudited / audited financial results are published in Free Press Journal (English) and Sakal (Marathi) as required under the Listing Agreement. All financial and other vital information is promptly communicated to the stock exchanges on which company’s shares are listed.

(ii) The Management Discussion and Analysis report prepared by the

management and forming part of the Annual Report is separately attached.


8. GENERAL INFORMATION FOR SHAREHOLDERS:

(a) Regd. Office: - The Address has been given above

(b) Date, Time, and Venue of Annual General Meeting:- 29th September, 2012 at 11.00 AM at the Regd. Office.

(c) Financial Reporting for the quarter ending:-

JUNE 30 : END JULY SEPT 30 : END OCTOBER DEC 31 : END JANUARY MARCH 31 : END APRIL

(d) Date of Book Closure :

26.09.2012 to 29.09.2012 (both days inclusive) (e) Listing Details : Company’s shares are listed on Bombay stock exchange and the scrip code

is 530391

(f) Market price data: The trading of the equity shares of the company is suspended at the end of the year 2002 and continues to be suspended during the financial year.

(g) Shareholding Pattern as on March 31st, 2012

Description Number of Shareholders

Number of Shares

% of Total

Promoters 10 1577000 29.49 Independence Directors & Relatives

0 0 0

Mutual Fund 0 0 0 Body Corporate 30 845401 15.81 FIIs 0 0 0 NRIs 2 12400 0.23 HUF 12 322934 6.04 Individuals / Trust 1562 2589465 48.43 Clearing Member 0 0 0 Total 1616 5347200 100.00


(g) Registrar And Transfer Agent:

The name & address of the registrar & share transfer agent has been given on the first page of the Annual Report.

(h) Share Transfer System: The Company has a Share holders/ Investors grievance Committee who looks after share transfer job by meeting at regular intervals depending upon the receipt of the shares for transfer.

(i) Investor Services:

The Company has not received any complaints from the shareholders/investors during the year.

(j) Dematerialisation Of Shares And Liquidity :

The Company has appointed registrar & share transfer agent for electronic connectivity whose name & address has been given on the first page of Annual Report. The Company has also entered into MOU with CDSL & NSDL for electronic connectivity.

DISPOSAL OF INVESTOR GRIEVANCES The average time required by the Company for the redressal of routine investor grievances is estimated to be seven working days from the date of receipt of the complaint. In case of non-receipt routine complaints and where external agencies are involved. The Company will strive to redress these complaints as expeditiously as possible. CERTIFICATION WITH RESPECT TO FINANCIAL STATEMENT The Managing director of the Company has furnished a certificate to the Board of Directors of the Company with respect to accuracy of financial statements and adequacy of internal controls and compliance of Clause 49 as required under Clause 49 of the listing agreement. CODE OF CONDUCT The Company’s Board of Directors has adopted the code of conduct which governs the conduct of all directors /employees. All Directors and senior management personnel have affirmed compliance with respective codes for the year ended on 31st March 2012.


IMPLEMENTATION OF NON-MANDATORY CORPORATE GOVERNANCE REQUIREMENTS The company has implemented the following non-mandatory requirements as stated in clause 49 of the listing agreement with respect to Corporate Governance:- (i) Remuneration Committee:- Already details have been given earlier. (ii) Whistler Blower policy:- Under this policy employees of the Company can

report to the management about unethical behavior, actual or suspected fraud or violation of code of conduct or ethics policy. It is the company’s policy to insure that the Whistler Blower are not victimized or denied direct access to the chairman of the Audit Committee. The existence of said policy mechanism has been communicated to all employees.

MANAGEMENT DISCUSSION AND ANALYSIS

Company is mainly operating into the business of developing software and IT services Company. The key issues of the Management Discussion and Analysis are given below.

(a) Industry Structure and Developments Over the past years the role of IT is evolved from a supporting function strategic necessity into business. As it assumes the central role of to respond to the changing market trends, drive productivity across the value chain and increase competitiveness IT decision will increasingly be looked upon as a means to achieve business objectives. However based on the current economic uncertainity, IT budgets are expected to be carefully scrutinized and customers are seeking ways to reduce costs and/or supplement their IT staff, which may result in opportunities in outsourcing. (b) Strength Highly qualified professionals under an efficient Board of directors gives the company an edge over the competitors and a team of executives is the major strength of the Company. Company is known from its reputation which the company has earned due to its quality business and cordial relation with its clients and presently the company is trying to expand its business into other trans-european nations. (c) Comment on Current year’s performance

Receipts : The current financial year turnover is only Rs. 35.25 Lakhs


Operating Expenses : The operating Expenses are well under control. Operating Profits : Earned Operating loss of Rs.(0.01) Lacs for the

current year. Indirect Expenses : The Indirect Expenses are under control. Depreciation : Rs.0.28 Lacs is provided as depreciation. Profit before tax : company incurred net loss during the year. Taxation : Rs.0.00 Lacs is Provided for taxation. Debtor/Sales : Debtors are reasonable and realization period has decreased due to the policy of the Company.

d) Opportunities and Threats We operate in a market characterized by swift changes and convergence. We face formidable competition in every aspect of our business; particularly from companies that seek to connect people across geographies over IP based communication and collaboration on multiple platforms. We do face competition from other providers, including start-ups as well as developed companies that are enhancing or developing mobile applications and technologies. Your company however, has a well-integrated platform that will ensure we stay ahead of the curve. We are augmenting features and products to our existing products and own the complete value chain of products and services we address. (e) Segment wise performance The business of the Company falls under a single segment i.e. Software Development and IT Services for the purpose of Accounting Standard AS-17. (f) Outlook The Company is making all efforts to accelerate growth of its business. It expects to improve its position in the market by focusing on technologically advanced and more profitable products/market segments and working aggressively in the areas of productivity, efficiency and cost reductions. (g) Risk and concerns The market penetration by new entrants in the Company’s business area and the strong hold of existing Big players in the market places hurdles in the growth path of the Company. However the company is aggressively using well talented employees and personal to establish new business areas and to develop existing market.


(h) Internal control system Internal audit and other controls have been found to be adequate. These are reviewed periodically by the Audit Committee and found the performance satisfactory.

Mandatory Requirements a) Chairman of the Board

The Company’s Managing Director shall act as the Chairman for all the Board Meetings

b) Shareholder Rights As the Company’s financial results are published in major newspapers (including regional language newspaper) having wide circulation and the same are posted on the Company’s website. It is not considered necessary at this stage to send the same to the shareholders.

c) Postal Ballot The provisions regarding postal Ballot have been introduced recently by the Companies (Amendment) Act, 2000 and hence, the company had no occasion to make use of the same


CERTIFICATE ON CORPORATE GOVERNANCE To The Board of Directors, Dot Com Global Limited We have reviewed the records concerning the Company’s compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into, by the Company, with the Stock Exchanges of India, for the F.Y ended on 31st March 2012. The compliance of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the Company. We have conducted our review on the basis of the relevant records and documents maintained by the Company and furnished to us for the review, and the information and explanations given to us by the Company. Based on such a review to the best of our information and according to the explanations given to us, in our opinion, the company has complied with the conditions of Corporate Governance, as stipulated in Clause 49 of the said listing agreement. On the basis of certificate issued by the company and the Minutes of meetings of the Shareholders/ Investors Grievance Committee of the Company, we state that, there were no investor grievances pending against the Company for a period exceeding one month. We further state that, such compliance is neither an assurance as to the future viability of the Company, nor as to the efficiency of effectiveness with which the management has conducted the affairs of the Company.

Ch. Veeranjaneyulu & Associates

Company Secretary Sd/- Ch. Veeranjaneyulu CP No. 6392, FCS No. 6121 Place: Hyderabad Date: 3rd September, 2012


DECLARATION UNDER CLAUSE 49(I)(D) OF THE LISTING AGREEMENT FOR COMPLIANCE WITH THE CODE OF CONDUCT As per the requirements of clause 49 of the listing agreement with the stock exchanges, the company has laid down a code of conduct for its Board of directors and senior management. I, I V S N Raju, Managing Director of the company confirm the compliance of this code of conduct by myself and other members of the Board of directors and senior management personnel as affirmed by them individually. Place: Mumbai For Dot Com Global Limited Date: 03-09-2012 Sd/- (I V S N Raju) Managing Director


CHIEF EXECUTIVE OFFICER CERTIFICATION In relation to the Audited Financial Accounts of the Company as at 31st March, 2012, we hereby certify that a. We have reviewed financial statements and the cash flow statement for the year and

that to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. these statements present a true and fair view of the company’s affairs and

are in compliance with existing accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by

the company during the year which are fraudulent, illegal or volatile of the company’s code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for

financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which are aware and the steps have taken or propose to take to rectify these deficiencies.

d. We have indicated to the auditors and the Audit committee

i. significant changes in internal control over financial reporting during the year;

ii. significant changes in accounting policies during the year and that the same

have been disclosed in the notes to the financial statements; and

iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting

For Dot Com Global Limited Sd/- Place: Hyderabad I V S N Raju Date: 03.09.2012 Managing Director


REPORT OF THE AUDITORS TO THE MEMBERS OF DOTCOM GLOBAL LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2012.

1. We have audited the attached Balance Sheet of the DOTCOM GLOBAL LIMITED as

on 31st March 2012 and the related Profit and Loss Account of the for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure hereto a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in above paragraph, we report that:

a) We have obtained all the information and explanations, which to the best of our

knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those Books;

c) The Balance Sheet and the Profit and Loss Account dealt with by the report are

in agreement with the books of account; d) In our opinion, the Balance Sheet and the Profit and Loss Account comply with

mandatory Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956,

e) On The basis of Written representation received from the directors of the

company, and taken on record by the Board of Director’s we report that the none of the director’s is disqualified as at 31st March, 2012 from being appointed as a director in terms of clause (g) of sub –Section (1) of section 274 of the Companies Act, 1956;


f) In our opinion and to the best of our information and according to the

explanations given to us, the said accounts read with Statement of Accounting Policies and the Notes to Accounts in Schedule, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as

at 31st March 2012; b. In the case of the Profit and Loss Account, of the Profit for the period ended

on that date,

For Mulraj D. Gala Chartered Accountants

Place: Mumbai Date: 03-09-2012 SD/- Proprietor M. No. 41206


Statement referred to in paragraph 3 of the Auditors' Report of even date to the Statutory Auditors of DOTCOM GLOBAL LIMITED on the accounts for the year ended 31st March, 2012. On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under: 1(a) The company has maintained proper records showing full particulars,

including quantitative details and situation of fixed assets. 1(b) As per information & explanations given to us, management at

reasonable intervals has physically verified the fixed assets and we were informed that no material discrepancies were noticed on such verification as compared with the records of fixed assets.

1(c) No fixed asset was disposed off by the Company during the period. 2(a) As per the information and explanations given to us, the inventories

have been physically verified during the year by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification is reasonable.

2(b) In our opinion and according to the information and explanations

given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of tie Company and the nature of its business.

2(c) In our opinion, the Company is maintaining proper records of

inventory and the discrepancies noticed on physical verification of the same were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3(a) As per the information and explanations given to us, the Company

has not granted unsecured loans to a Company covered in the register maintained under section 301 of the Companies Act, 1956.Therefore Clause 3(b), 3(c) & 3(d) of Paragraph 4 of the order are not applicable for the current year;

3(e) The company has not taken any loans, secured or unsecured from

companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

3(f) In view of clause (iii)(e) above, the clauses (iii)(f) and (iii)(g) are not

applicable. 4 In our opinion and according to information and explanation given to

us during the course of our audit, there is adequate internal control procedure commensurate with the size of the Company and the


nature of the business, for the purchase of inventory and fixed assets and for sale of goods.

5(a) In our opinion and as explained to us, the particulars of contracts or

arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section;

5(b) In our opinion and as explained to us, transactions made in

pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6 In our opinion and as explained to us, the Company has complied

with the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules made there under for the deposits accepted from the public.

7 In our opinion, the company has an internal audit system

commensurate with the size and nature of its business.

8 As informed to us, the Central Government has not prescribed the maintenance of cost records by the Company under section 209(1) (d) of the Companies Act, 1956.

9(a) According to the information and explanations given to us and the

records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other statutory dues and there are no undisputed statutory dues outstanding as at 31st March 2005, for a period of more than six months from the date they became payable;

9(b) According to the records of the Company, there are no dues of Income

Tax, Sales tax, wealth-tax, service tax, custom duty, excise duty, cess that has not been charged to the Profit and Loss account, on account of disputes.

10 The Company has not been registered for more than five years

accordingly clause 10 of paragraph 4 of order is not applicable for current year;

11 Based on the information and explanations given to us, the Company

has not defaulted in repayment of any dues to bank. 12 Based on our examination of the records and the information and

explanations given to us, the Company has not granted any loans


and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

13 The Company is not a chit fund, nidhi, mutual benefit fund or a

society. 14 During the year, the Company does not have any in transactions in

respect of dealing and trading in shares, securities, debentures and other investments. The Company does not have any investments in shares debentures or other securities.

15 According to the information and explanations given to us, the

Company has not given any guarantees for loans taken by others from bank or financial institutions.

16 According to the information and explanations given to us, term loans

raised have been applied for the purpose for which they were obtained.

17 On an overall examination of the balance sheet of the Company and

according to the information and explanations given to us, no funds have been raised by the Company on short term basis which have been used for long term investments

18 The Company has not made any preferential allotment of shares

during the year. 19 During the year covered by our audit report the Company has not

issued any secured debentures. 20 The Company has not raised any money by public issues during the

year covered by our report. 21 As per the information and explanations given to us, no fraud on or

by the Company has been noticed or reported during the year for the Company.

For Mulraj D. Gala Chartered Accountants

Place: Mumbai Date: 03-09-2012 Sd/-

Proprietor (Mulraj D. Gala) M. No. 41206

Balance Sheet as on 31st March 2012(Amount Rs.)

Particulars Note No. As on 31-‐03-‐2012 As on 31-‐03-‐2011 I. EQUITY AND LIABILITIES(1) Shareholders' Funds (a) Share capital 2.1 5,34,72,000 5,34,72,000 (b) Reserves and surplus 2.2 -‐1,98,925 -‐1,97,362 (2) Current Liabilities (a) Other current liabilities 2.3 8,68,180 1,26,235

TOTAL 5,41,41,255 5,34,00,873 II.ASSETS(1) Non-‐current assets (a) Fixed assets 2.4 (i) Tangible assets 1,49,317 1,77,625 (ii) Intangible assets 950 1,267 (iii) Capital work-‐in-‐progress 1,05,45,000 1,05,45,000 (b) Non-‐current investments 2.5 40,00,000 40,00,000 (c) Long term loans and advances 2.6 1,55,73,824 1,74,73,824 (2) Current assets (a) Trade receivables 2.7 2,37,57,799 2,11,04,236 (b) Cash and Cash Equivalents 2.8 36,990 21,546 (c) Short-‐term loans and advances 2.9 77,375 77,375

TOTAL 5,41,41,255 5,34,00,873

-‐ -‐

As per our report of even date For Mulraj D. Gala For and on behalf of the Board of DirectorsChartered Accountants DOTCOM GLOBAL LIMITED

Sd/-‐ Sd/-‐ Sd/-‐Proprietor I V S N RAJU P.OBUL REDDYM. No. 41206 Managing Director Director

Place: MumbaiDate: 03/09/2012

DOTCOM GLOBAL LIMITED(Formerly PRECIMET DIAMONDS (INDIA) LIMITED)

Profit and Loss Account for the period ended 31st March 2012

Particulars Note No. As on 31-‐03-‐2012 As on 31-‐03-‐2011

I.Revenue from Operations 2.10 35,25,245 9,27,654 III.Total Revenue 35,25,245 9,27,654 IV.Employee Benefit Expenses 2.11 11,13,457 5,89,389 V.Finance Cost 2.12 251 3,254 VI.Depriciation and Amortisation Expenses 2.4 28,625 33,067 VII.Other Expenses 2.13 23,84,475 1,88,261 IX.Total Expenses 35,26,808 7,80,904 X.Profit before Eexceptional,Extraordinary and Tax items -‐1,563 1,46,750 XI.Exceptional items 0 -‐ XII.Profit before Extraordinary items and Tax -‐1,563 1,46,750 XIII.Extraordinary items 0 -‐ XIV.Profit before Tax -‐1,563 1,46,750 XV.Tax Expenses

1)Current Tax 35,000 2)Deferred Tax

XVI.Profit/(Loss) for the Period from Continuing Operations -‐1,563 1,11,750 XVII.Profit/(Loss)from Discontinuing Operations 0 -‐ XVIII.Tax Expense of Discontinuing Operations 0 -‐ XIX.Profit/(Loss) for the Period from Discontinuing Operations (After Tax) 0 -‐ XX.Profit/(Loss) for the Period -‐1,563 1,11,750

XXI.Earning Per Share -‐0 0.02

As per our report of even date For Mulraj D. Gala For and on behalf of the Board of DirectorsChartered Accountants DOTCOM GLOBAL LIMITED

Sd/-‐ Sd/-‐ Sd/-‐Proprietor I V S N RAJU P.OBUL REDDYM. No. 41206 Managing Director Director

Place: MumbaiDate: 03/09/2012

DOTCOM GLOBAL LIMITED(Formerly PRECIMET DIAMONDS (INDIA) LIMITED)

Notes to Balance Sheet

2.1 Share Capital (Amount Rs.)Particulars 2011-‐12 2010-‐11a)Authorised Share Capital60,00,000(60,00,000) Equity Shares of Rs. 10/-‐ each 6,00,00,000 6,00,00,000

6,00,00,000 6,00,00,000

b)Issued,Subscribed and Paid up Capital53,47,200(53,47,200) Equity Shares of Rs. 10/-‐ each Fully Paid 5,34,72,000 5,34,72,000

5,34,72,000 5,34,72,000

c)Reconciliation of Shares Outstanding at the Year EndEquity Shares Number Value Number ValueShares at the Beginning of the YearAdd:Shares Issued During the YearLess:Shares bought back during the YearShares at the end of the Year

d)Share holders having more than 5 Percent of SharesName of the Share holder % of Shares Value % of Shares Value

2.2 Reserves and Surplus (Amount Rs.)Particulars 2011-‐12 2010-‐11Opening Balance (1,97,362) (3,09,112) ADD: Current Year Profit (1,563) 1,11,750

Closing Balance (1,98,925) (1,97,362)

2.3 Other Current Liabilities (Amount Rs.)Particulars 2011-‐12 2010-‐11Other Liabilities 8,68,180 1,26,235

8,68,180 1,26,235

2.5 Non Current Investments (Amount Rs.)Particulars 2011-‐12 2010-‐11Unquoted Shares 40,00,000 40,00,000

40,00,000 40,00,000

2.6 Long Term Loans and Advances (Amount Rs.)Particulars 2011-‐12 2010-‐11Telephone Deposit 13,500 13,500 Loans and Advances 1,55,60,324 1,74,60,324

1,55,73,824 1,74,73,824

2.7 Trade Receivables (Amount Rs.)

Particulars 2011-‐12 2010-‐11

Sundry Debtors 2,37,57,799 2,11,04,236

2,37,57,799 2,11,04,236

2.8 Cash and Cash Equivalents (Amount Rs.)Particulars 2011-‐12 2010-‐11Cash in Hand 32,240 21,546

Bank Balances 4,750 -‐

36,990 21,546

2.9 Short Term Loans and Advances (Amount Rs.)Particulars 2011-‐12 2010-‐11Advance Income Tax 10,000 10,000 Advance Professional Fee 67,375 67,375

77,375 77,375

2.10 Revenue from Operations (Amount Rs.)Particulars 2011-‐12 2010-‐11Income from Software Development 35,25,245 9,27,654

35,25,245 9,27,654

2.11 Employee Benefit Expenses (Amount Rs.)Particulars 2011-‐12 2010-‐11Salaries and Wages 11,13,457 5,89,389

11,13,457 5,89,389

2.12 Finance Cost (Amount Rs.)Particulars 2011-‐12 2010-‐11Bank Charges 251 3,254

251 3,254

2.13 Other Expenses (Amount Rs.)Particulars 2011-‐12 2010-‐11Accounting Charges 19,980 18,000 Listing Fee and Revocation Expenses 12,45,148 -‐ Other Expenses 9,33,457 -‐ Office Expenses 89,516 85,253 Printing and Stationery 13,342 12,354 Telephone Expenses 68,032 57,654 Auditors Remuneration 15,000 15,000

23,84,475 1,88,261

DOTCOM GLOBAL LIMITEDNote-‐2.4: Fixed AssetsDepreciation Calculation for the year 2011-‐12 as per Companies Act

Name of the Asset Rate of Cost as Additions Deletions Total Upto For the Deletions Upto As at As atDep. on 01.04.2011 during the year during the year Value 31.03.2011 Year 31.03.2012 31.03.2012 31.03.2011

Patents 25.00 30,000 0 0 30,000 28,733 317 0 29,050 950 1,267

Capital work in progress -‐ 1,05,45,000 0 1,05,45,000 0 0 0 0 1,05,45,000 1,05,45,000

Land at Murbad -‐ 24,000 0 24,000 0 0 0 0 24,000 24,000

Office Furniture 18.10 95,639 0 95,639 53,046 7,709 0 60,755 34,884 42,593

Fax Machine 13.91 15,063 0 15,063 12,163 403 0 12,566 2,497 2,900

Office Equipment 13.91 1,69,984 0 1,69,984 81,608 12,293 0 93,901 76,083 88,376

Computers 40.00 1,33,000 0 0 1,33,000 1,13,244 7,902 0 1,21,146 11,854 19,756

1,10,12,686 0 0 1,10,12,686 2,88,794 28,625 0 3,17,419 1,06,95,267 1,07,23,892Previous Year Figure 1,08,77,686 1,35,000 1,10,12,686 2,55,727 33,067 2,88,794 1,07,23,892 1,06,21,959

Gross Block Depreication Net Block


SCHEDULE “2.14” FORMING PART OF ACCOUNTS AS ON 31ST MARCH, 2012 NOTES TO ACCOUNTS Significant Accounting Policies

1. Basis of accounting

The financial statements are prepared under the historical cost convention, on accrual basis.

Accounting Policies not referred to otherwise are consistent and in consonance with generally accepted accounting policies.

2. Fixed Assets and Depreciation Fixed Assets are stated at the original cost less depreciation.

Depreciation has been provided on the basis of WDV as per the Schedule XIV to the Companies Act, 1956.

3. Valuation of Inventories Inventories are valued on FIFO basis and are represented in accounts at cost or net realizable value whichever is lower.

4. Revenue Recognition Sales are accounted inclusive of service tax and on delivery of goods.

5. Sundry Debtors, Loans & Advances

Sundry Debtors, Loans & Advances if identified as irrecoverable or doubtful, are written or provided for.

6. Employee Retirement Benefits

Provident fund, Gratuity and Leave Encashment benefits are being provided as when applicable to the company.

7. Foreign Currency Transactions

The foreign currency transactions, if any, are recorded at the exchange rate prevailing on the date of transaction and exchange difference are dealt with in Profit and Loss Account on realization.

8. In the opinion of the company, the Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business. The provision for all the known liabilities is adequate and not in excess of the amount reasonably necessary.


Notes on Accounts

1. Contingent Liabilities

Current year Rupees

Previous year Rupees

Estimated amount of contract remaining to be executed on capital accounts and not provided for in accounts

Nil Nil

Letter of Credit Outstanding Nil Nil Bank Guarantee Nil Nil

2. The detail of the Auditors Remuneration and its break up is given in profit and

loss account.

3. Additional Information required to be disclosed as per clause 3,4C and 4D of part II of Schedule VI of the Companies Act, 1956

Licensed Capacity

Current year MTPA

Installed Capacity Previous year

MTPA Not Applicable NA NA

4. Details of Raw Material Consumed

Current Year Previous Year Not Applicable NA NA NA NA

The above raw material consumed is 100% indigenous 5. The Details of Opening Stock , Production/Purchase, Sales & Closing Stock

Current Year Previous Year Not Applicable NA NA NA NA

6. The value of Imports on CIF basis - Nil 7 Expenditure in foreign currency

Current year Rupees

Previous year Rupees

Not Applicable NA NA


8. Sundry Creditors includes Rs Nil ( Previous year Rs Nil) due to small scale

industrial undertakings to the extent such parties have been identified from the available information.

9. The Balance Abstract and Company General Business Profile is given separate

Annexure

10. The Cash Flow Statement is also given separate Annexure Signature to the Schedule2.1 to 2.14 As per our separate Report of even date For Mulraj D. Gala Chartered Accountants For DOTCOM GLOBAL LIMITED Sd/- Sd/- Sd/- Proprietor Managing Director Director M. No. 41206 Place : Mumbai Dated : 03-09-2012


AUDITORS’ CERTIFICATE To, The Board of Directors Dot Com Global Limited Mumbai We have examined the attached Cash Flow Statement of M/S. Dot Com Global Limited. for the year ended on 31-3-2012. The Statement has been prepared by the Company in accordance with the requirement of Listing Agreement Clause 32 with Mumbai Stock Exchange limited and is based on in agreement with corresponding Profit & Loss Account and Balance Sheet of the Company for 2011-12 Mulraj D. Gala

Chartered Accountants

Place :MUMBAI SD/- Date : 03-09-2012 (Mulraj D. Gala) Proprietor

M.No.41206_


DOT COM GLOBAL LIMITED Nawab House, 2nd floor, 63 Maharshi Karve Road, Mumabi, Maharashtra-400002

PROXY FORM I/We ______________________________________________________________________________________Of___________________________________________________________________________________________Being a member/members of above named Company hereby appoint of __________________________________________________________________________ or failing him / her __________________________________________________________________________________of___ as may / our proxy to attend and vote on my / our behalf at Annual General Meeting of the Company to be held on 29th September 2012 or at any adjournment thereof. Signed this ___________________ day of _____________ 2012.

Note : This instrument of proxy shall be deposited at the Registered Office of the

Company. =======================================================================

DOT COM GLOBAL LIMITED

Nawab House, 2nd floor, 63 Maharshi Karve Road, Mumabi, Maharashtra-400002

ATTENDANCE SLIP PLEASE COMPLETE THIS ATTENDENCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.

1. Name of the attending Member ;________________________________________ 2. Member’s Folio Number; ___________________________________________________

3. Name of the Proxy (In Block Letters): ______________________________________

(To be filled in if the Proxy attends instead of the Member) (No. of Shares held: _______________________. I hereby record my presence at the Annual General Meeting at the registered Office on 29th Sept, 2012 or at any adjournment thereof.

Member’s / Proxy Signature

Affix Rupee One Revenue Stamp

Here

20th annual report 2011-12 dot com global limited · 2013-07-25 · mr. mallikarjuna reddy c n and...

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