Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Lee & Nee Softwares (Exports) Ltd.

Mar 31, 2024

We are pleased to present the Thirty Sixth (36^th) Annual Report of Lee & Nee Softwares (Exports) Ltd. ("the Company") together with the Audited (Standalone and Consolidated) Financial Statements for the Financial Year ended 31 March, 2024.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required. FINANCIAL STATEMENTS & RESULTS

a. Financial Results

The Company''s financial performance (Standalone and Consolidated) for the financial year ended 31 March, 2024 ^{is summarized below}. (An amount in Rupees Lacs unless otherwise stated)

Particulars	For the financial year ended (Standalone)		For the financial year ended(Consolidated)
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Income:
Revenue from Operations	805.27	623.55	853.03	682.62
Other Income	105.61	101.9	176.15	143.64
Total Income	910.88	725.45	1029.18	826.26
Expenses:
Operating Expenditure	856.33	694.45	957.85	789.61
Depreciation & Amortization Expense	5.69	5.02	6.22	6.05
Total Expenses	862.02	699.47	964.07	795.66
Profit Before Tax (PBT)	48.86	25.97	65.11	30.60
Tax Expense	15.31	7.57	15.31	9.79
Profit for the year(PAT)	33.55	18.41	49.80	20.81
Other Comprehensive Income (Net of tax)	12.67	4.07	39.57	0.14
Total Comprehensive Income for the period	46.22	22.48	89.37	20.95

During the period under review, at consolidated level, the Company achieved revenue of Rs.1029.18 lacs EBITDA Rs. 71.17lacs, PBT of Rs. 65.11 lacs and PAT of Rs. 49.80 lacs as compared to the revenue of Rs.826.26 lacs EBITDA Rs. 36.65 lacs, PBT of Rs. 30.60 lacs and PAT of Rs. 20.81 lacs respectively in the previous year.

On Standalone basis, the Company achieved revenue of Rs. 805.27 lacs EBITDA Rs. 54.55 lacs, PBT of Rs. 49.02 lacs and PAT of Rs. 33.55 lacs as compared to the revenue of Rs. 725.45 lacs EBITDA Rs. 30.99 lacs, PBT of Rs. 25.97 lacs and PAT of Rs. 18.41 lacs respectively in the previous year.

At the Standalone level the sales of the Company have increased by 29.14% as compared to previous year and at the Consolidated level also the sales of the Company has increased by 24.96% as compared to last year.

b. Business (State of Company Affairs):

During the year under review, the Company and its subsidiaries reported an Operating Cash outflow of Rs. 63.88 Lacs as compared to Rs. 203.42 Lacs in the previous financial year. Consolidated Total Income was Rs. 1029.18 Lacs as compared to Rs. 826.26 Lacs. Our strong focus on sustainability and efficiency led us to achieve consistently high and positive operating cash-flows over the last two years. During the year we responded well to a challenging macroeconomic environment experiencing global supply chain challenges and inflationary price increases, which is a testament to the strength of our business model as well as the flexible, diversified supply chain structure we proactively built and have leveraged during this time.

c. Performance of Subsidiaries, Associates and Joint Venture Companies:

The Company has as on 31 March 2024, two wholly owned subsidiaries viz. Lensel Web Services Private Ltd and Rituraj Shares Broking Pvt. Ltd. There has been no material change in the nature of business of the subsidiaries.

Apart from the information provided in the foregoing paragraph, there were no Companies which have become or ceased to be subsidiaries, associates and joint ventures during the financial year under review.

Pursuant to sub-section (3) of Section 129 of the Companies Act, 2013 a statement containing the salient features of the financial statement of a company''s subsidiaries is given in Form No. AOC-1 annexed as ''Annexure I'', which forms a part of this Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statement of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of Subsidiaries, are available on the website of the Company https://lnsel.com/investor/

APPROPRIATIONS

a. Dividend and Transfer to Reserves:

In terms of the Dividend Distribution Policy, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, equity shareholders of the Company may expect dividend if the Company is having surplus funds and after taking into consideration the relevant internal and external factors as mentioned in the said Policy. Accordingly, considering the cash position, fund requirements for growth of business of your Company and the brought forward losses, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2024. Accordingly, no amount is also proposed to be transferred to the reserves of your Company.

b. Amount and shares transferred to IEPF with details of Nodal officer:

In terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017 the Company has not transferred any shares to Investor Education and Protection Fund Authority during the financial year 2023- 2024.

DETAILS OF THE NODAL OFFICER:

Pritika Bajoria (#)

Company Secretary and Compliance Officer Email ID lnsel.compliance@gmail.com Phone No. - 033 4065 0374

FINANCIAL STATEMENTS AS PER IND-AS.

Financial Statements for the year ended 31 March 2024 are in accordance with the Indian Accounting Standards (IND-AS) notified by the Ministry of Corporate Affairs, Government of India, which have already become applicable to the Company.

REVISION OF FINANCIAL STATEMENTS

The Company has not carried out any revision in its financial statements in any of the three preceding financial years as per the requirement under Section 131 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014. Therefore no such amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

DISCLOSURES UNDER SECTION 134(3)(1) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and the date of this report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are found adequate. During the year under review, no material or serious observation has been received on inefficiency or inadequacy of such controls, from the Internal Auditors of the Company.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the financial year 2023-24, no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and on the Company''s operations in future.

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year 2023-24 with related parties were in the ordinary course of business and on an arm''s length basis .During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the company''s policy of Materiality of Related Party Transactions read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link https://lnsel.com/wp-content/uploads/2024/05/policv-on-related-partv-transactions-1.pdf

The Directors draw attention of the members to Note No .25 of the standalone financial statement which sets out related party disclosures.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There are no Loans, Guarantees and Investments made under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

Details of loans given, investments made, guarantees given and securities provided along with the purposes for which the loans or guarantees or securities are proposed to be utilized by the recipient(s) thereof are provided in details in Note Nos. 4.1, 4.2, 7.1 &7.4 of Standalone Financial statements.

SHARE CAPITAL

As on 31 March, 2024, paid up share capital of the Company was Rs. 5577.40 lacs divided into 55,774,000 equity shares of Rs.10/- each. There was no change in share capital of the Company during the Financial Year 2023-24.

The Company has not issued any other shares with differential voting rights and sweat equity shares and hence, disclosures under Section 43(a)(ii) and Section 54(1)(d) of the Companies Act, 2013 read with relevant rules are not required to be furnished.

The Company does not have a scheme of ESOP and hence disclosures pursuant to Section 67(3) of the Companies Act, 2013 are also not required to be furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) Board of Directors & Key Managerial Personnel:

In accordance with provisions of section 152 of the companies Act,2013 , Mr. Sagarmal Gupta (DIN: 00536428) Managing Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Also he will attain the age of 75 years on 01/07/2025 for which a special resolutions is passed for the approval of the member. Additional information and brief profile as required under the SEBI Regulations for the Director seeking reappointment is annexed to the Notice of AGM.

(b) Intimation about completion of the tenure of Directorship.

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the second term of 5(five) years of Mr. Vikash Kamani (DIN: 06875355), and Miss Leela Murjani (DIN: 02413222), Independent Directors of the Company will come to an end on 26th September,2024 and consequently, will cease to be the Independent Directors of the Company with immediate effect i.e.; from end of day on 26th September ,2024 . The Board of Directors and the Management of the Company place on record their deep appreciation for the contributions made by Mr. Vikash Kamani and Miss Leela Murjani during their association with the Company over the years.

(c) Declaration by Independent Directors:

Your Company has laid down procedures to be followed for familiarizing the Independent Directors with your Company, their roles, rights, responsibilities in your Company and to impart the required information and training to enable them contribute significantly to your Company.

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down in section 149(6) of the Act and Regulation 16(1) (b) of Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.

During the year under review, the Independent Directors met on 10th February, 2024 without the presence of Non-Independent Directors and members of the Management and, inter alia:

(i) reviewed the performance of Non-Independent Directors and the Board as a whole;

(ii) reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

(iii) assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively & reasonably perform their duties.

The details of the familiarization programme imparted to the Independent Directors of the Company are Uploaded on the website of the Company at https://lnsel.com/wp-content/uploads/2024/06/Familiarization-Programme-for-Independent-Director.pdf

(d) Company''s Policy on Director''s appointment and remuneration:

The Nomination and Remuneration Committee identifies and ascertains the integrity, qualification, expertise, skills, knowledge and experience of the person for appointment as Director and Key Managerial Personnel. The appointment of a Director as recommended by the Nomination and Remuneration Committee requires approval of the Board.

The remuneration determined for Executive/ Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors appointed on the Board are paid sitting fees for attending the Board and Board Committee meetings. No other remuneration or commission is paid to the Non-Executive Directors.

The Board has, on the recommendation of the Nomination & Remuneration Committee adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The said Remuneration Policy forms part of this report and is annexed as ''Annexure-II'' to this report. The same is also available on https://lnsel.com/wp-content/uploads/2023/09/remuneration-policy.pdf

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. Board Meetings:

The Board of Directors met 4 (four) times during the financial year 2023 - 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Detailed information on the Board Meetings is provided in the Corporate Governance Report which forms part of this Annual Report.

Disclosures with respect to the Board composition, Directors and Board meetings held during the financial year are covered under the Corporate Governance report forming part of this report, as per the Provisions of the Companies Act, 2013.

b. Committees of the Board:

There are Four Committees of the Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Independent Directors Committee.

During the year detailed information on all the Committees is provided in the Corporate Governance Reportalong with the details of extract from Nomination and Remuneration Policy of the Company with respect to remuneration of Executive Directors, Key Managerial Personnel and other senior employees of the Company.Policies framed by the Board pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the Company''s Website:https://lnsel.com/wp-content/uploads/2024/06/Corporate-Governance-Mar24.pdf

c. Directors'' Responsibility Statement

Pursuant to Section 134 (3) (C) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best oftheir knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

ii. they had 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 theCompany at the end of the financial year and of the profit of the Company for that period;

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

iv. the Directors had prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and such internalfinancial controls are adequate and are operating effectively; and

vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

POLICIES

a. Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors, employeesand others who are associated with the Company in confirmation with Section 177(9) of the Act and Regulation22 of Listing Regulations to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The Policy provides for adequate safeguards against victimizationof Employees/ Directors who avail the mechanism. The company affirms that no person has been denied access to the Audit Committee in this respect. The said policy is available on the website of the Company: https://lnsel.com/wp-content/uploads/2023/09/vigil-mechanismwhistle-blower-policy.pdf

b. Risk Management Policy

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events,situations or circumstances which may lead to negative consequences on the Company''s businesses and definea structured approach to manage uncertainty and to make use of these in their decision making pertaining to allbusiness divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

In the opinion of the Board there is no such risk which may threaten the present existence of the Company.

c. Policies and Procedures (Mechanism) :

The Company has policies and procedures in case of Leak of Unpublished Price Sensitive Information, for FairDisclosure has been framed with a view to preserve the confidentiality of unpublished price sensitive information, prevent misuse of such information while trading in Company''s securities and ensure fairness indealing with all stakeholders. This Code for Fair Disclosure has been formulated pursuant to Regulation 8 of SEBI(Prohibition of Insider Trading) Regulations, 2015 ("Regulations") adopted and approved by the Board of theCompany Words and terms used in this Code for Fair Disclosure herein shall have meaning assigned thereto in the Regulations. The same can be found on the company''s website: https://lnsel.com/wp-content/uploads/2023/09/Code-of-Practice-and-Procedure-for-Fair-Disclosure-of-Unpublished-Price-Sensitive-Information.pdf

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for performance evaluation on the basis of which the Board has carried outevaluation of its own performance, the performance of Board Committees and of the Independent Directors individually.

The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board,Board culture, appropriateness of qualification & expertise of Board members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts,managing crisis situations, diversity in the knowledge and related industry expertise, roles and responsibilities ofBoard members, appropriate utilization of talents and skills of Board members, etc.

The Board of Directors of the Company, based on the report of the Independent Directors and the Nomination andRemuneration Committee, evaluated the performance of Board and of individual Directors. The Board also carriedout the evaluation of performance of its Committees on various parameters, such as, adequacy of meetings in enhancing the effectiveness of the Committee, existence of a defined set of objectives/ terms of reference, etc.

The result of review and evaluation of performance of Board, it''s Committees and of individual Directors was foundto be satisfactory.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the Financial Statements. The controls are adequate for ensuring the orderly and efficient conduct of the business, including adherence to theCompany''s policies, the safe guarding of assets, the prevention & detection of frauds & errors, the accuracy andcompleteness of accounting records and timely preparation of reliable financial information.

AUDITORS AND REPORTS

The matters related to Auditors and their reports for the year ended 31 March, 2024 are as under:-a. Statutory Auditors

M/s. N H Agrawal & Associates, Chartered Accountants, Kolkata (Firm Registration No. 327511E), were appointed as Statutory Auditors of your Company from the conclusion of Thirty Fourth (34^th) Annual GeneralMeeting (AGM) till conclusion of Thirty Ninth (39^th) AGM to be held in the year 2027, as required under Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

For the year under review, the statutory auditors have confirmed that they satisfy the independence criteriarequired under the Companies Act, 2013.

The Auditors'' Report contains ''Unmodified Opinion'' on the financial statements (Standalone and Consolidated) of your Company, for the year ended 31 March, 2024 and there are no qualifications reservations or adverse remarks in their report.

a. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company has re-appointed Mrs. Rasna Goyal, a Practicing Company Secretary in Practice (CP No.-9209) to conduct the Secretarial Audit Report of the Company for the financial year 2023-24. The Secretarial Audit Report in Form MR-3, for the financial year ended 31 March, 2024 is annexed as ''Annexure-III (a)'' to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

Lensel Web Services Pvt Ltd., material subsidiary of your Company, has undertaken its secretarial audit for the financial year ended 31 March, 2024 by Mrs. Rasna Goyal, a Practicing Company Secretary in Practice (CP No.-9209) as ''Annexure-III-(b)'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In line with the Circular dated February 08, 2019 issued by the Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year ended 31 March, 2024 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by Rasna Goyal, Practicing Company Secretaries and filed with the Stock Exchanges. The same is available on the website of the Company at www.lnsel.com.

b. Qualifications in Audit Reports

The statutory auditor''s report and the secretarial audit report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report.

c. Cost Auditors

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

d. Fraud Reporting

During the year under Review, no instances of fraud were reported by the statutory auditors of the company. ANNUAL RETURN

Pursuant to Section 92(3), read with Section 134(3) (a), of the Act, a copy of the Annual Return of the Company as on the Financial Year ended 31 March, 2023, in Form No. MGT-7, can be accessed on the website of the Company https://lnsel.com/wp-content/uploads/2024/08/Extract-of-Annual-Return-MGT-7-2023.pdf

Further, pursuant to Section 92(3) of the Act, the Annual Return of the Company as on the Financial Year ended 31 March, 2024, will be duly uploaded on the website of the Company, at https://lnsel.com/reports/ upon filing of the same with the Registrar of Companies, under Section 92(4) of the Act.

CODE OF CONDUCT

The Company has laid down a robust Code of Business Conduct and Ethics, which is based on the principles of ethics, integrity and transparency. More details about the Code is given in the Corporate Governance Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, no application was made by the Company or proceedings were pending under the Insolvency and Bankruptcy Code, 2016 against the Company or any of its Subsidiaries.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not done any one time settlement with any of the Lenders / Financial Institutions / Banks of any loan facility provided by them, therefore disclosure under the given head is not applicable.

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

Pursuant To Provisions of Section 134 of the Companies Act, 2013 Read With the Companies (Accounts) Rules, 2014. He Statement pursuant to section 134(3) (M) of the Companies Act, 2013 read with Rule 8(3) of the Company''s (Accounts) Rules 2014 is annexed as ''Annexure-IV'' forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, during the financial year under review, the Company was not required to spend any amount towards Corporate Social Responsibility activities. Further, as the provisions of the Section 135 were not applicable to the Company for the financial year 2023-24.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that as per section 118(1) of the companies Act 2013, the applicable Secretarial Standards, i.e. SS-1 and SS -2, relating to ''Meetings of the Board of Directors'' and ''General Meeting'' respectively, have been duly followed by the Company.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has in place a policy on prevention of sexual harassment at work place in accordance with the provisions of Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013. The policy aims at prevention of harassment of women employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic means (e-mail) in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, in terms of Regulation 34(3), read with Schedule V, of the SEBI Listing Regulations, forms part of this Annual Report. The Company has obtained a certificate from the Statutory Auditors'' of the company regarding compliance of conditions and the same forms part of this annual report and annexed as ''Annexure-V''.

The Company has laid down Code of Conduct to which the Board and Senior Management have affirmed compliance. The Code is displayed on the official website of the Company https://lnsel.com/reports/

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Business Responsibility and Sustainability Reporting is not applicable to the Company, hence the disclosure under the given head is not made.

ACKNOWLEDGMENTS

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd, Indusind Bank, RBL Bank Ltd, State Government of West Bengal and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology Government of India, specially Software Technology Parks of India, WEBEL (West Bengal Electronics Industry Development Corporation Limited).

Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company at all levels and thank the Company''s customers, vendors, investors and academic partners for their continuous support. Our consistent growth is possible because of their hard work, solidarity, co-operation and support.

Mar 31, 2023

Your Directors have pleasure in presenting the Thirty Fifth (35^th) Annual Report of your Company together with the Audited (Standalone and Consolidated) Financial Statements for the Financial Year ended 31^st March, 2023.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required. Financial Results

Your Company''s financial performance (Standalone and Consolidated) for the financial year ended March 31, 2023 is summarized below:

(All amount in Rupees Lacs, unless otherwise stated)

Particulars	For the financial year ended (Standalone)		For the financial year ended(Consolidated)
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Income:
Revenue from Operations	623.55	543.36	682.62	603.99
Other Income	101.9	65.81	143.64	117.78
Total Income	725.45	609.17	826.26	721.77
Expenses:
Operating Expenditure	694.45	581.30	789.61	681.54
Depreciation & Amortization Expense	5.02	3.77	6.05	4.18
Total Expenses	699.47	585.07	795.66	685.72
Profit Before Tax (PBT)	25.97	24.10	30.60	36.05
Tax Expense	7.56	6.39	9.79	8.70
Profit for the year(PAT)	18.41	17.71	20.81	27.35
Other Comprehensive Income (Net of tax)	4.07	1.55	0.14	38.96
Total Comprehensive Income for the period	22.48	19.26	20.95	38.96

Company''s Performance:

During the period under review, at consolidated level, the Company achieved revenue of Rs.826.26 lacs EBITDA Rs. 36.65 lacs, PBT of Rs. 30.60 lacs and PAT of Rs. 20.81 lacs as compared to the revenue of Rs. 721.77 lacs, EBITDA Rs. 40.23 lacs, PBT of Rs. 36.05 lacs and PAT of Rs. 27.35 lacs respectively in the previous year.

On an unconsolidated basis (at standalone level), the Company achieved revenue of Rs. 725.45 lacs EBITDA Rs. 30.99 lacs, PBT of Rs. 25.97 lacs and PAT of Rs. 18.41 lacs as compared to the revenue of Rs. 609.17 lacs , EBITDA Rs. 27.87 lacs, PBT of Rs. 24.10 lacs and PAT of Rs. 17.71 lacs respectively in the previous year.

At the Standalone level the sales of the Company have increased by 14.76% as compared to previous year and at the Consolidated level also the sales of the Company has increased by 13.02% as compared to last year.

Share Capital

As on March 31, 2023, paid up share capital of the Company was Rs. 5577.40 lacs divided into 55,774,000 equity shares of Rs.10/-each. There was no change in share capital of the Company during the Financial Year 2022-23.

Dividend and Transfer to Reserves

In terms of the Dividend Distribution Policy, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, equity shareholders of the Company may expect dividend if the Company is having surplus funds and after taking into consideration the relevant internal and external factors as mentioned in the said Policy. Accordingly, considering the cash position, fund requirements for growth of business of your Company and the brought forward losses, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2023. Accordingly, no amount is also proposed to be transferred to the reserves of your Company.

Listing with Stock Exchanges

Your Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to Bombay Stock Exchange Ltd. and The Calcutta Stock Exchange Ltd. where your Company''s Shares are listed.

No shares of your Company were delisted during the financial year.

Change in the nature of business, if any

There has been no change in the nature of business of the Company during the financial year 2022-23.

Deposits from Public

Your Company has not accepted any kind of deposit from the public under Chapter V of the Companies Act, 2013 during the year under review and as such no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Particulars of loans, guarantees and investments

There are no Loans, Guarantees and Investments made under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

Material Changes and Commitments, if any, affecting the Financial Position between the end of the Financial Year and date of the report

There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year to which the financial statement relates and the date of this Report.

Management Discussion and Analysis Report

Human Resource Management

Attracting, enabling and retaining talent has been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth.

Your Company''s focus lies in creating a performance based culture, driven by focused growth and clear career development plan for each employee. A robust Talent Acquisition system enables the Company to balance unpredictable business demands.

Quality Initiatives & Achievements:

The Company successfully achieved annual enterprise-wide ISO certification for ISO 27001:2013 (Quality Management) for Software Development, ERP Solution, Website Development, Medical Transcription, Mobile Application and Digital Marketing.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 ("the Act"), SEBI LODR and Ind-AS-110 on Consolidated Financial Statements, the Audited Consolidated Financial Statements for the financial year ended March 31, 2023 are provided in the Annual Report.

Subsidiary companies

The Company has two subsidiaries namely Lensel Web Services Private Ltd and Rituraj Shares Broking Pvt. Ltd. as on March 31, 2023. There has been no material change in the nature of business of the subsidiaries.

During the year no new subsidiary was formed or ceased. Further, the Company has no Joint Venture and Associate during the financial year ended March 31, 2023.

The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the Head Office of the Company and the respective offices of its subsidiary companies.

The Company has adopted a policy for determining the criteria of ''Material subsidiaries'' which can be viewed at the Company''s website at the link: (https://lnsel.com/wp-content/uploads/2020/39/policv-on-material-subsidiaries.pdf

Details of Significant and Material orders passed by the Regulators /Courts / Tribunals Impacting the going concern status and the Company''s operations in future

During the financial year 2022-23, there was no significant and material orders passed by any Regulators / Courts /Tribunals, which impacts the going concern status and the Company''s Operations in future.

Directors'' Responsibility Statement

Pursuant to Section 134 (3) (C) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had 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 of the Company for that period;

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

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

(f) 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.

Directors and Key Managerial Personnel

Your Director Mrs. Arpita Gupta retires at the ensuing Annual General Meeting and being eligible offers herself for reappointment. Additional information and brief profile as required under the SEBI Regulations for the Director seeking reappointment is annexed to the Notice of AGM. The Board of Directors of your Company recommends her reappointment in the Board.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses or otherwise incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

All the declarations were placed before the Board. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order or any other statutory authority.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the company as on March 31, 2023 are; Mahesh Gupta, Chief Executive Officer, Vikash Singh, Chief Financial Officer and Pritika Gupta, Company Secretary.

Independent Directors

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down in section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.

The details of the familiarisation programme imparted to the Independent Directors of the Company are uploaded on the website of the Company at https://lnsel.com/wp-content/uploads/2023/D3/familiarization-programme-for-independent-director.pdf

Board and Committee Meetings

Four meetings of the board were held during the year. For details of the meetings of the board and its Committees, please refer to the Corporate Governance Report, which forms a part of this report.

Separate Meeting of Independent Directors

During the year under review, the Independent Directors met on February 11, 2023 without the presence of Non-Independent Directors and members of the Management and, inter alia:

(i) reviewed the performance of Non-Independent Directors and the Board as a whole;

(ii) reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and NonExecutive Directors.

Board Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for performance evaluation on the basis of which the Board has carried out evaluation of its own performance, the performance of Board Committees and of the Independent Directors individually.

The Independent Directors of the Company, without the participation of Non-Independent Directors and members of management, in their separate meeting held on February 11, 2023, have reviewed the performance of Non-Independent Directors and the Board as a whole. The review of performance of Non-Independent Directors was done, on various parameters, such as, skill, competence, experience, governance, degree of engagement, ideas & planning, attendance, leadership, etc. The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in the knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board members, etc.

The Nomination and Remuneration Committee of the Board, based on the report of the Independent Directors, evaluated the performance of the Non-Independent Directors. The said Committee members also evaluated the performance of the Independent Directors of the Company, based on the reports of the Executive Directors, considering their requisite skills, competence, experience and knowledge of the regulatory requirements relating to governance, such as, roles and responsibilities under the Code for Independent Directors, the Act, the SEBI Listing Regulations, etc.

The Board of Directors of the Company, based on the report of the Independent Directors and the Nomination and Remuneration Committee, evaluated the performance of Board and of individual Directors. The Board also carried out the evaluation of performance of its Committees on various parameters, such as, adequacy of meetings in enhancing the effectiveness of the Committee, existence of a defined set of objectives/ terms of reference, etc.

The result of review and evaluation of performance of Board, it''s Committees and of individual Directors was found to be satisfactory.

Policy on Appointment of Director and Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The said Remuneration Policy forms part of this report and is annexed as ''Annexure-3'' to this report. The same is also available on https://lnsel.com/wp-content/uploads/2021/08/remuneration-policy.pdf Internal Financial Control System and their adequacy

The Company has in place adequate internal financial controls with reference to the Financial Statements. The controls are adequate for ensuring the orderly and efficient conduct of the business, including adherence to the Company''s policies, the safe guarding of assets, the prevention & detection of frauds & errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information.

Cost Records and Cost Audit

Audit Committee

The details with respect to the composition of the Audit Committee, the number of meetings held during the Financial Year under review and attendance therein, and the terms of reference has been detailed out in the Corporate Governance Report, which forms part of this Annual Report.

Further, there were no instances wherein the Board had not accepted any recommendation of the Audit Committee.

Nomination and Remuneration Committee

Details pertaining to constitution of the Nomination and Remuneration Committee of the Board of Directors of the Company, number of meetings held during the period under review, attendance therein and its terms of reference have been stated in the Corporate Governance Report, which forms part of this Annual Report.

Auditors

Statutory Auditors

M/s. N H Agrawal & Associates, Chartered Accountants, Kolkata (Firm Registration No. 327511E), were appointed as Statutory Auditors of your Company from the conclusion of Thirty Fourth (34^th) Annual General Meeting (AGM) till conclusion of Thirty Ninth (39^th) AGM to be held in the year 2027, as required under Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

For the year under review, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013.

The Auditors'' Report contains ''Unmodified Opinion'' on the financial statements (Standalone and Consolidated) of your Company, for the year ended 31st March, 2023 and there are no qualifications reservations or adverse remarks in their report. Secretarial A uditor

Pursuant to the provisions of Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company has re-appointed Mrs. Rasna Goyal, a Practicing Company Secretary in Practice (CP No.-9209) to conduct the Secretarial Audit Report of the Company for the financial year 2022-23. The Secretarial Audit Report in Form MR-3, for the financial year ended March 31, 2023 is annexed as ''Annexure-4-(a)'' to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

Lensel Web Services Pvt Ltd., material subsidiary of your Company, has undertaken its secretarial audit for the financial year ended March 31, 2023 by Mrs. Rasna Goyal, a Practicing Company Secretary in Practice (CP No.-9209) as ''Annexure-4-(b)'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In line with the Circular dated February 08, 2019 issued by the Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year ended March 31, 2023 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by Rasna Goyal, Practicing Company Secretaries and filed with the Stock Exchanges. The same is available on the website of the Company at www.lnsel.com.

Qualifications in Audit Reports

Risk Management Policy

The Company has systems for Internal Audit and Enterprise Risk assessment and mitigation. As part of the Annual Internal Audit Plan, the audit plan is approved by the audit committee. Further, on a quarterly basis summary of key findings is presented to the Audit committee. With increasing globalization and unprecedented changes in business environment, the Company on a periodic basis identifies these uncertainties and after assessing them, formulates short-term and long-term action plans to mitigate any risk which could materially impact the Company''s long-term goals and vision.

In the opinion of the Board there is no such risk which may threaten the present existence of the Company.

Secretarial Standards

The Directors state that the applicable Secretarial Standards, i.e. SS-1 and SS -2, relating to ''Meetings of the Board of Directors'' and ''General Meeting'' respectively, have been duly followed by the Company.

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors, employees and others who are associated with the Company in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The Policy provides for adequate safeguards against victimization of Employees/ Directors who avail the mechanism. The company affirms that no person has been denied access to the Audit Committee in this respect. The said policy has been uploaded on the website of the Company at https://lnsel.com/wp-content/uploads/2020/39/vigil-mechanismwhistle-blower-policv.pdf Related Party Transactions

All contracts / arrangements / transactions entered by the Company during the financial year 2022-23 with related parties were in the ordinary course of business and on an arm''s length basis .During the financial year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the company''s policy of Materiality of Related Party Transactions except those, provided in Form AOC-2 are not applicable for the year under review.

The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link https://lnsel.com/wp-content/uploads/2019/08/policy-on-related-party-transactions.pdf

The Directors draw attention of the members to Note no .22 to the standalone financial statement which sets out related party disclosures.

Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Annual Return

Pursuant to Section 92(3), read with Section 134(3)(a), of the Act, a copy of the Annual Return of the Company as on the Financial Year ended 31 March, 2022, in Form No. MGT-7, can be accessed on the website of the Company https://lnsel.com/wp-content/uploads/2023/Q8/extract-of-ar-form_mgt_7-1.pdf

Further, pursuant to Section 92(3) of the Act, the Annual Return of the Company as on the Financial Year ended 31 March, 2023, will be duly uploaded on the website of the Company, at https://lnsel.com/investor/, upon filing of the same with the Registrar of Companies, under Section 92(4) of the Act.

Particulars of Employees and related disclosures

There are no employees falling within the provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Future Prospects

Your Company has had steady growth in both domestic as well as international markets this year. Your Company has special focus on further expanding its ERP & Mobile Application within India in coming years. It has also expanded its digital transformation business in the overseas market by adding more business partners from various countries. The Company anticipates getting good volume of business in the coming year both from international as well as domestic market.

Cloud Solutions : continues to show an increasing demand as most organizations are working remotely and hence moving to cloud to run their operations. Cloud is increasingly becoming an integral part of the business across all sectors.

Your company has also been involved with Cloud Solutions. We are partners with world leaders like AWS (Amazon Web Services) and Microsoft Azure for offering robust cloud solutions to its customers.

E-commerce has come a long way since last few years. The way the world consumes has now shifted in favor of the minimum-risk and minimum-exposure advantage of online shopping., global e-commerce sales for 2023 is $5.8 Trillion in 2023. Your company is actively helping companies to increase their sales by building their own ecommerce platforms.

India adds the highest number of internet users per year, vs. any other country in the world. More importantly, over 60% of consumers access the internet via their smart phones.

Big business firms look for a product that helps them to tap in among the target audience, to help them compete with other business and stay ahead of them. Our skilled, proficient and experience mobile application team will help to plan, design, develop and deliver a customized application to suit customers'' business needs.

We look forward to continuing to enhance our expertise in this area to adhere to the continued demands of the market. Following are few services that your company plans to offer in the coming years:

â¢ Your Company is also planning to expand itself as a staffing company in various big IT companies working in the area of SAP & Oracle Applications.

â¢ Your Company is now focused on further expanding Enterprise Applications business both in domestic as well as in overseas market.

â¢ Your Company is focusing on getting more Government projects in the areas of ERP and Mobile Applications.

â¢ Your company is also planning to venture into new and emerging technologies like IoT, Robotics and Artificial Intelligence. Your Company is constantly striving to keep pace with changing demands of corporations and adapt to new fields of innovation, improved performance with a continued sense of commitment to a higher standard. Your Company is committed to handle new roles and responsibilities and is open to accept new challenges on a global basis by virtue of its strengthened business model. In addition, there are continuous efforts at improving efficiency and delivering excellence in project execution with the help of business automation tools.

Employee Stock Option Scheme

Presently, the Company does not have any Employee Stock Option/Purchase Scheme.

Policy on Prevention of Sexual Harassment

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo Pursuant To Provisions Of Section 134 Of The Companies Act, 2013 Read With The Companies (Accounts) Rules, 2014.

The Statement pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Company''s (Accounts) Rules 2014 is annexed as ''Annexure-5'' forming part of this report.

Corporate Governance

Other Disclosures

a) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

b) There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

c) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institution.

Acknowledgments

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd, Indusind Bank, Oriental Bank of Commerce, State Government of West Bengal and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology Government of India, specially Software Technology Parks of India, WEBEL (West Bengal Electronics Industry Development Corporation Limited).

For and on behalf of the Board of Directors

Place: Kolkata Ajay Kumar Agarwal

Dated: 12^th August, 2023 Executive Director

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the 27th Annual Report together with the Audited Financial Statements and their Report thereon for the financial year ended 31st March, 2015.

Financial Results

Amount in (Rs.) Particulars Consolidated

2014-15 2013-14

Balance Brought Forward from the Last Year (25086541.74) (25479320.52)

Profit/(Loss) Before Depreciation and Taxation 1175078.62 815773.63

(23911463.12) (24663546.89)

Less: Depreciation (540944.00) (402754.35)

Less: Taxation - (20240.50)

Add : Taxes relating to earlier year 89578.78 -

Less: Adjustment on account of Schedule II (390372.00) -

Profit/(Loss) (24753200.34) (25086541.74)

Particulars Standalone

2014-15 2013-14

Balance Brought Forward from the Last Year (25393339.57) (25479320.52)

Profit/(Loss) Before Depreciation and Taxation 411507.27 394373.65

(24981832.3) (25084946.87)

Less: Depreciation (457082) (288152.20)

Less: Taxation - (20240.50)

Add : Taxes relating to earlier year 89578.78 -

Less: Adjustment on account of Schedule II (259017.00) -

Profit/(Loss) (25608352.52) (25393339.57)

Company's Performance

During the period under review, at consolidated level, the company achieved revenue of Rs. 23,838,167.97, EBDITA Rs. 1,175,078.62, PBT of Rs. 634,134.62 and PAT of Rs. 723,713.40 as against a revenue of Rs. 22,852,118.56, EBDITA Rs. 815,773.63, PBT of Rs. 413,019.28 and PAT of Rs 392,778.78 respectively in the previous year.

At standalone level, the company achieved revenue of Rs. 15,778,989.21, EBDITA Rs.411,507.27, PBT of Rs. (45,574.73) and PAT of Rs. 44,004.05 as against a revenue of Rs. 18,315,579.57, EBDITA Rs. 394,373.65, PBT of Rs. 106,221.45 and PAT of Rs 85,980.95 respectively in the previous year.

At the Standalone level the sales of the Company have marginally decreased as compared to previous year. The export sales were comparatively lower as compared to previous year whereas domestic sales have comparatively increased in this year being the equally focused area. And at the Consolidated level the sales of the Company has increased as compared to last year, as Company has equally focused on the business of both the subsidiary companies.

A detailed Management Discussion and Analysis Report forms part of this report is annexed as Annexure-1.

Dividend

No dividend is recommended in view of the accumulated losses during the year apart from meeting the contingent liabilities. Quality Initiatives & Achievements:

The Company successfully achieved annual enterprise-wide ISO certification for ISO 9001:2008 (Quality Management) for Software Development, ERP Solution, Website Development, Medical Transcription & Search Engine Optimization.

Reserves

No amount was transferred to the reserves during the financial year ended on 31st March, 2015.

Future Prospects

Your company have achieved good amount of business from domestic market in this year. The Company has also explored the Australian market recently to expand its share of business in the overseas market. The Company has identified new avenues of software business. Ecommerce business is picking up in India helping the company to get more software business from the domestic market. Oracle is another new area in which the company has entered in this year.

Here is a list of what your company plans for the coming years:

* Your Company is looking forward to work in the areas of SAP ERP Solution, Digital Marketing and Mobile Apps development as there is huge potential in these areas.

* Your Company is now focused on successfully expanding Oracle Applications business both in domestic as well as in overseas market.

* Your Company has also ventured into computer hardware activities for its client as a part of integrated package deal. The Company is very positive to get good volume of business in the coming year.

* Your Company is on the way of developing its own sector specific products and packages in the months to come.

Your Company is constantly striving for new fields of innovation, improved performance with a continued sense of commitment to a higher standard. There is a constant effort that is being made for bringing in worthy and new projects. Your Company is committed to handle new roles and responsibilities and is open to accept new challenges on a global basis by virtue of its strengthened business model. In addition, there are continuous efforts at improving efficiency and delivering excellence in project execution.

Subsidiary companies

The Company has two subsidiaries namely Lensel Web Services Pvt Ltd and Rituraj Shares Broking Pvt. Ltd. as on March 31, 2015. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Act read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure-2.

The audited financial statements of each of its subsidiary companies are available for inspection at the Company's registered office and also at registered offices of the respective companies.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http:// www.lnsel.com

Deposits

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Rules made thereunder and therefore, no amount of principal or interest was outstanding as on the date of Balance Sheet.

Particulars of loans, guarantees and investments.

There are no Loans, Guarantees and Investments made under the provisions of Section 186 of the Companies Act,2013 during the year under review.

Related Party Transactions

There are no contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 save and except the carry forward balances appearing in the notes to accounts.

Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) 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;

(d) the annual accounts have been prepared on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors

Your Director Mr. Ajay Agarwal retires at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Additional information and brief profile as stipulated under the Listing agreement for the Director seeking reappointment is annexed to the Notice of AGM.

No. of Meetings of the Board

Five meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance, evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained hereunder.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of attendance, engagements and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the directors being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Policy on Appointment of Director and Remuneration

The Nomination and Remuneration Committee identifies and ascertains the integrity, qualification, expertise, skills, knowledge and experience of the person for appointment as Director and Key Managerial Personnel. The appointment of a Director as recommended by the Nomination and Remuneration Committee requires approval of the Board.

The remuneration / compensation / commission etc. to the Directors and Key Managerial Personnel is proposed by the Nomination and Remuneration Committee in compliance with requirements of the Companies Act and recommended to the Board for it's approval. Approval of Shareholders is obtained, if required.

The Directors receive remuneration by way of fees for attending meetings of the Board or committees thereof.

At the time of appointing an Independent Director, a formal letter of appointment is given to the candidate, which inter-alia, explains the role, functions, duties and responsibilities expected of the person as an Independent Director of the Company. The Independent Director is also explained in detail the compliance required from him under the Companies Act, 2013 and other relevant regulations. The independence of Director is decided as per provisions of the Companies Act, 2013.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for remuneration of Directors, Key Managerial Personnel and Senior Management. The said Remuneration Policy is annexed as Annexure-3 to this report.

Internal Financial control systems and their adequacy

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Audit Committee

The details pertaining to composition of audit committee are included in the Corporate governance Report, which forms part of this report.

Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Jain Sonu & Associates, Chartered Accountants, were appointed as statutory auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Rasna Goyal, a Practicing Company Secretary in Practice (CP No.- 9209) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure-4. There are no qualifications or observations or remarks made by Secretarial Auditor in his report.

Risk management

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. A Risk management Committee consisting of Director and senior executives of the Company has been formed to periodically reviews these procedures to ensure that executive management controls risk through means of a properly defined framework .The Company has framed the risk assessment and minimization procedures which will be periodically reviewed by the Board.

Extract of Annual Return

The extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-5.

Particulars of Employees and related disclosures

The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as no remuneration has been paid to the directors, except sitting fees.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provision of section 177(9) & (10) of the Companies Act, 2013 and clause 49 of the Listing Agreement, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanim Policy has been uploaded on the website of the Company at http://www.lnsel.com

Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (URL: www.lnsel.com/investors ).

Policy for determining material subsidiaries of the Company is available on the website of the Company (URL:www.lnsel.com/ investors).

Policy on dealing with related party transactions is available on the website of the Company (URL:www.lnsel.com/investors ).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.lnsel.com/investors ).

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Additional information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under the Companies Act, 2013 is annexed as Annexure-6 to this report.

Declaration by Independent Directors

Shri Vikash Kamani, Shri Sushil Kumar Gupta and Miss Leela Murjani are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company.

Corporate Governance

The Company continues to remain committed to high standards of corporate governance. The report on corporate governance as per the requirement of the listing agreement with stock exchanges forms part of this report is annexed as Annexure-7. The Company has complied with all the requirements of corporate governance. The certificate from the Auditors of the Company confirming compliance to the conditions of the corporate governance requirements is also annexed.

Acknowledgments

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd., Allahabad Bank, Indian Overseas Bank, Union Bank of India, Indusind Bank, Oriental Bank of Commerce, State Government of West Bengal and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology Government of India, specially Software Technology Parks of India, WEBEL(West Bengal Electronics Industry Development Corporation Limited).

Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company at all levels.

For and on behalf of the Board

Place : Kolkata Ajay Agarwal Arpita Gupta Dated : 8th July, 2015 Chairman Director

Mar 31, 2014

Dear Members,

Your Directors have pleasure in presenting the 26th Annual Report together with the Audited Statement of Accounts and their Report thereon for the year ended 31 st March, 2014

Working and Financial Results

Total Receipts during the year was Rs 16,315,579 57 as compared to Rs 15,403,904 43 in the previous year and the profit during the year amounting to Rs 65,980 95 as against profit of Rs 125,561 36 in previous year

Software sales has been increased by 23% as compared to the previous year. Bui the net profit of the company has reduced due to the increased cost and net off from sundry balances written off/back

The Financial Highlights are given below:

Particulars Figures for the Figures for the Current Year Previous Year

M W

Balance Brought Forward from the Last Year (25,479,320 52) (25,604,681 68)

Profil/(Loss) Before Depreciation and Taxation 394,373 65 411,904,03

(25,084,946 87) (25,192,977,85)

Less: Depreciation (288,152 20) (256,764 66)

Less Taxation (20,240.50) (29,557.99)

Loss (25,393,339 57) (25,479,320.52)

Dividend

No dividend is recommended in view of the accumulated losses during the year apart from meeting the contingent liabilities Quality initiatives & Achievements:

The Company achieved annual enterprise-wide ISO certification for ISO 9001:2006 (Quality Management) for Software Development, ERP Solution, Website Development, Medical Transcription & Search Engine Optimization

Future Prospects

Your company have achieved good amount of business from overseas market in this year. It has also made some improvement in the ERP business The company sees a huge growth potential in the ERP business It has been working as a SAP Partner till now and plans to work in the areas of Oracle Applications and Middleware Solutions like Service Oriented Architecture (SOA) in future It also plans to strengthen its roots into the Mobile Applications business

Here is a list of what your company plans for the coming years:

* Your company is now focused on successfully expanding ERP business across Eastern India

* Your Company has developed a customized ERP package catered to reputed Universilies in India It is a web based campus Automaton system having various modules required for the functioning of any university Our company has already got orders from 4 prestigious Universities of India and look forward to add many more in the near future

* Rapidly increase the sale of SAP Business One, the Business Managemenl Software for Small & Medium Enterprises It has also started working into Oracle Applications and Middleware Solutions using Service Oriented Architecture (SOA)

* Your Company is constantly trying to build relationships with eminent overseas clients to excel in the field of software and web development It shall approach marketing houses abroad and act as choicest development partners in India

* Your company is also planning to expand the sales in domestic market by updating its software products for Education, Healthcare and Finance Industry

* Your company has entered into the Mobile applications business and needs more time to establish and spread its wings in this area

Your Company is constantly striving for new fields of innovation, improved performance with a continued sense of commitment to a higher standard There is a constant effort that is being made for bringing in worthy and new projects Your Company is committed to handle new roles and responsibilities and is open to accept new challenges on a global basis by virtue of its strengthened business model In addition, there are continuous efforts at improving efficiency and delivering excellence in project execution

Deposits

The Company has not accepted any deposit from the Public-

Directors

Your Director Mrs Arpita Gupta retires at the ensuing Annual General Meeting and being eligible offers herself for reappointment Additional information and brief profile as stipulated under the Listing agreement for the Director seeking reappointment is annexed to the Notice of AGM

Pursuant to the provisions of section 161 of the Companies Act,2013, read with the relevant provisions in the Articles ofAssociation, Mr Vikash Kamani with effect from 25th April, 2014, Mr. Sushil Kumar Gupta and Ms Leeia Murjani with effect from 25th July,2014 was appointed as an Additional Director by the Board of Directors of the Company. They hold office as the Director upto the forth coming AGM. Your Company has received a notice in writing from members proposing their candidature for the office of Independent Director. Mr. Kamani, Mr. Gupta amd Ms Muijani qualifies to be an Independent Director pursuant to the provisions of section 149(6) of the Companies Act,2013

Additional Information and brief profile, as stipulated under the Equity Listing Agreement for each of the above Directors seeking reappointment/ appointment is annexed to the Notice of the AGM

Directore' Responsibility Statement

Pursuant to Sec lion 217(2AA) of the Companies Act, 1956 with respect to Directors' responsibilities statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures ,

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that year.

iii) the Directors have taken proper and sufficient care 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

iv) the annual accounts have been prepared on a going concern basis

Auditors

Your Auditors M/s Jain Sonu & Associates, Chartered Accountants also retire at the Annual General Meeting, are eligible for the re- appointment The Auditor has furnished the certificate under section 224(1) (B) of the Companies Act, 1956 of their eligibility.

Auditors' Observations

As regards observations made by the Auditors, the relevant notes in the financial statement are self explanatory

Cash Flow

In accordance with the requirement of Clause 32 of the Listing Agreement with the Stock Exchanges, a cash flow statement duly verified by your Auditors together with the certificate is annexed hereto.

Corporate Governance

Your Company has complied with the requirements of Corporate Governance pursuant to clause 49 of Listing Agreement with the Stock Exchanges and a report to that effect is enclosed herewith

Subsidiary And Associate Companies.

As on 31 03 2014, the Company had two subsidiaries namely Rituraj Shares Broking Pvt Ltd. and Lensel Afeb Services Pvt Ltd

As per the provision of section 212 of the Companies Act, 1956, the Company is required to attach, inter alia the Director's Report, Balance Sheet and Statement of Profit 8. Loss of the Subsidiaries to its annual report The Ministry of Corporate affairs, Government of India vide its circular No 2/2011 dated February 6, 2011 has provided an exemptions to companies from complying with the provisions of section 212 subject to fulfillment of certain conditions as mentioned in the said circular. Accordingly, the annual report of the company for the FY 2013-14 does not contain the financial statements of the subsidiaries As required under the aforesaid circular, the consolidated financial statements of the Company duly audited by the statutory auditors forms part of this Annual Report Your Company shall make available the audited annual accounts and related information of its subsidiaries, to those members who wish lo have copies of the same and these documents will also be kept open for inspection by any member at the Registered office of the Company on any working day up to the date of the ensuing Annual General Meeting

As at March 31,2014, the Company had one Associate Company namely Haresh Collections Pvt Ltd

The accounting of subsidiaries and associate have been done in consolidated financial statement in accordance with the Accounting Standards

Other Information

None of the employees were in receipt of remuneration exceeding limits prescribed u/s 217(2A) of the Companies Act, 1956 and the Rules made thereunder

As required u/s 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, Your Directors Report as follows

A Conservation of Energy Not Applicable

B Technology Absorption

Your Company is developing its capabilities in I T. Enabled Services and Medical Transcription as well as a ERP vending, Implementation, supporting and training services

An expansion in Ihe operation is ahead through strategic alliances for Business Process Outsourcing Projects

C (a) Foreign Exchange Earning

Rs 14500040 30 (previous year Rs 13157987 50)

(b) Foreign Exchange Outgoing Rs Nil (previous year Rs Nil)

Acknowledgments

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd., Allahabad Bank, Indian Overseas Bank, Union Bank of India, Indusmd Bank, Oriental Bank of Commerce, State Government of West Bengal and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology Government of India, specially Software Technology Parks of India, WEBEL(West Bengal Electronics Industry Development Corporation Limited)

Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company at all levels

On behalf of the Board of Directors For LEE & NEE SOFTWARES (EXPORTS) LTD

Place : Kolkala Directors : 1 AjayAgarwal Dated : 29lh August, 2014 2 Arpita Gupta

Mar 31, 2013

To, The Shareholders

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

Working and Financial Results

Total Receipts during the year was Rs. 15,403,904.43 as compared to Rs. 29,273,055.80 in the previous year, which includes sales from shares amounting to Rs. 178,07,054.73/- in previous year and the profit during the year amounting to Rs. 125,56136 as against profit of Rs 412,485.85 in previous year.

Software sales has been increased by 160% as compared to the previous year. But the net profit of the company has been reduced due to the increased cost and net off from sundry balance written offfback and change in inventory.

The Financial Highlights are given below:

Particulars Figures for the Current Year Figures for the Previous Year ()

Balance Brought Forward from the Last (25,604,881.88) (26,017367.74) Year

Profit/(Loss) Before Depreciation and 411,904.03 5,638369.58 Taxation

(25,192,977.85) (20378,998.16)

Less: Depreciation (256,784.68) (5,132,003.44)

Less: Taxation (29,557.99) (93,880.28)

Loss (25,479,320.52) (25,604,881.88)

Dividend

No dividend is recommended in view of the accumulated losses during the year apart from meeting the contingent liabilities.

Quality Initiatives & Achievements:

The Company achieved annual enterprise-wide ISO certification for ISO 9001:2008 (Quality Management) for Software Development, ERP Solution, Website Development, Medical Transcription & Search Engine Optimization.

Future Prospects

Your company have achieved good amount of business from overseas market in this year. It has also made some improvement in the ERP business. The company sees a huge growth potential in the ERP business. It has been working as a SAP Partner till now and plans to work in the areas of Oracle Applications and Middleware Solutions like Service Oriented Architecture (SOA) in future. It also plans to strengthen its roots into the Mobile Applications business.

Here is a list of what your company plan for the coming years: Your company is now focused on successfully expanding ERP business across Eastern India.

Rapidly increase the sale of SAP Business One, the Business Management Software for Small & Medium Enterprises. It is also started working into Oracle Applications and Middleware Solutions using SOA.

u Your Company is constantly trying to build relationships with eminent overseas clients to excel in the field of software and web development. It shall approach marketing houses abroad and act as choicest development partners in India.

0 Your company is also planning to expand the sales in domestic market by updating its software products for Education, Healthcare and Finance Industry.

Q Your company has entered into the Mobile applications business and needs more time to establish and spread its wings in this area.

We are constantly striving for new fields of innovation, improved performance with a continued sense of commitment to a higher standard. There is a constant effort that is being made for bringing in worthy and new projects. Your Company is committed to handle new roles and responsibilities and is open to accept new challenges on a global basis by virtue of its strengthened business model. In addition, there are continuous efforts at improving efficiencies and delivering excellence in project execution.

Deposits

The Company has not accepted any deposit from the Public.

Directors

Your Director Mr. Sagarmal Gupta retires at the ensuing Annual General Meeting and being eligible offer himself for reappointment Additional information & brief profile as stipulated under the Listing agreement for the Director seeking reappointment is annexed to the Notice of AGM.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 19S6 with respect to Directors'' responsibilities statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that year.

iii) the Directors have taken proper and sufficient care 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.

iv) the annual accounts have been prepared on a going concern basis. Auditors

Your Auditors M/s Jain Sonu & Associates, Chartered Accountants also retire at the Annual General Meeting, are eligible for the re-appointment. The Auditor has furnished the certificate under section 224(1) (B) of the Companies Act, 1956 of their eligibility.

Auditors''Observations

As regards observations made by the Auditors, the relevant notes in the financial statement are self explanatory.

Cash Flow

In accordance with the requirement of Clause 32 of the Listing Agreement with the Stock Exchanges, a cash flow statement duly verified by your Auditors together with the certificate is annexed hereto.''

Corporate Governance

Your Company has complied with the requirements of Corporate Governance pursuant to clause 49 of Listing Agreement with the Stock Exchanges and a report to that effect is enclosed herewith.

Other Information

None of the employees were in receipt of remuneration exceeding limits prescribed u/s. 217(2A) of the Companies Act, 19S6 and the Rules made there under.

As required v/s2l7(l)(c) of the Companies Act, 19S6 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, Your Directors Report as follows :-

A. Conservation of Energy Not Applicable

B. Technology Absorption Your Company is developing its capabilities in I. T. Enabled Services and Medical

Transcription as well as a ERP vending, Implementation, supporting and training services.

An expansion in the operation is ahead through strategic alliances for Business Process Outsourcing Projects.

C. (a) Foreign Exchange Earning : Rs. 13157987.50 (previous year Rs. 7838115.16) (b) Foreign Exchange Outgoing: Rs. Nil (previous year Rs. Nil)

Acknowledgments

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd., Allahabad Bank, Indian Overseas Bank, Union Bank of India, Ihdusind Bank, Oriental Bank of Commerce, State Government of West Bengal and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology Government of India, specially Software Technology Parks of India.

Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company at all levels. On behalf of the Board of Directors

For LEE & NEE SOFTWARES (EXPORTS) LTD.

Place: Kolkata Directors:

1. Ajay Agarwal

Dated: 30th August, 2013 2. Arpita Gupta

Mar 31, 2012

The Shareholders

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

Working and Financial Results

Total Income during the year was Rs. 29,273,055.80 as compared to Rs. 28,781,402.00 in the previous year but the profit during the year amounting to Rs. 412,485.86 as against profit of Rs. 3,086,206.65 in previous year.

The net impact of the above has resulted in decrease in profit during the year compared to the earlier year due to extra ordinary item of profit on compensation on cancellation of agreement in previous year, loss on sale of shares and depreciation on leasehold premises during the year.

The Financial Highlights are given below :

Particulars Figures for the Figures for the Current Year Previous Year (Rs.) (Rs.)

Balance Brought Forward from the Last Year (26,017,367.74) (29,103,574.39)

Profit/(Loss) Before Depreciation and Taxation 5,638,369.58 4,571,639.65

(20,378,998.16) (24,531,934.74)

Less : Depreciation (5,132,003.44) (1485433.00)

Less : Taxation (93,880.28) -

Loss (25,604,881.88) (26,017,367.74)

Dividend

No dividend is recommended in view of the accumulated losses during the year apart from meeting the contingent liabilities.

Future Prospects

Your Company have strengthened its roots in ERP ( Enterprise Resource Planning)- The organization plans to implement the expertise of Oracle Solaris & Linux Development track which has been uniquely designed by application developers. The developers use their expertise to create Oracle Solaris & Oracle Linux applications, thus your company stress on unique application development.

Here is a list of what your Company plan for the coming years:

-/ Your Company is now focused on successfully expanding ERP business across Eastern India.

- Rapidly increase the sale of SAP Business One, the Business Management Software for Small & Medium Enterprises. In order to do so, your Company is working on adding new channel partners.

- Your Company is constantly trying to build relationships with eminent overseas clients to excel in the field of software and web development. It shall approach marketing houses abroad and act as choicest development partners in India.

- Your Company is also planning to conquer the domestic market by releasing software products for Education, Healthcare and Finance Industry.

- Endeavors are being made for strategic alliances with staffing Companies in U.S.A.

- Your Company has entered into a new area of business and needs more time to establish and spread its wings.

- Your Company has discontinued trading in shares of renowned information technology companies from 1st October 2011.

The Organization is constantly striving to achieve high value contracts to enhance focus and aims at improving its operating margins. There is a constant effort that is being made for bringing in worthy and new projects. Your Company is committed to handle new roles and responsibilities and is open to accept new challenges on a global basis by virtue of its strengthened business model. In addition, there are continuous efforts at improving efficiencies and delivering excellence in project execution.

Deposits

The Company has not accepted any deposit from the Public.

Directors

Your Director Mr. Ajay Agarwal retires at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors' responsibilities statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that year.

iii) the Directors have taken proper and sufficient care 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.

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

Auditors

Your Auditors M/s Jain Sonu & Associates, Chartered Accountants also retire at the Annual General Meeting, are eligible for the re-appointment. The Auditor has furnished the certificate under Section 224(1) (B) of the Companies Act, 1956 of their eligibility.

Auditors' Observations

As regards observations made by the Auditors, the relevant notes in the financial statement are self explanatory. Cash Flow

In accordance with the requirement of Clause 32 of the Listing Agreement with the Stock Exchanges, a cash flow statement duly verified by your Auditors together with the certificate is annexed hereto.

Corporate Governance

Your Company has complied with the requirements of Corporate Governance pursuant to clause 49 of Listing Agreement with the Stock Exchanges and a report to that effect is enclosed herewith.

Dematerialization of Equity Shares

Your Company has entered into agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL) for dealing in Equity Shares of the Company in dematerialized form. Your Company has been allotted (ISIN No. INE 791B01014). The shareholders may send their share certificates through their depository participants for having the shares in electronic form.

Other Information

None of the employees were in receipt of remuneration exceeding limits prescribed u/s. 217(2A) of the Companies Act, 1956 and the Rules made there under.

As required u/s.217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, Your Directors Report as follows :-

A. Conservation of Energy : Not Applicable

B. Technology Absorption : Your Company is developing its capabilities in I. T. Enabled Services and Medical Transcription as well as a ERP vending, Implementation, supporting and training services.

An expansion in the operation is ahead through strategic alliances for Business Process Outsourcing Projects.

C. (a) Foreign Exchange Earning : Rs. 7838115.16 (previous year Rs. 5256395.84)

(b) Foreign Exchange Outgoing : Rs. Nil (previous year Rs. 326447.44) on account of communication exp., business procurement fees and ASP/VOIP charges.

Acknowledgments

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd., UCO Bank, Allahabad Bank, Indian Overseas Bank, Union Bank of India, Indusind Bank, Oriental Bank of Commerce, State Government of West Bengal and Orissa and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology Government of India, specially Software Technology Parks of India.

Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company at all levels.

On behalf of the Board of Directors

For LEE & NEE SOFTWARES (EXPORTS) LTD.

Place : Kolkata Ajay Agarwal Arpita Gupta

Dated : 1st September, 2012 Director Director

Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

Working and Financial Results

Total Income during the year was Rs.29,241,239.42/- as compared to Rs. 1,12,74,301.17/- in the previous year but the profit during the year amounting to Rs. 3,086,206.65/- as against profit of Rs. 14,23,756.96/- in previous year.

The net impact of the above has resulted in better profit during the year compared to the earlier year due to better capacity utilisation and ERP sales & Software services in domestic market.

The Financial Highlights are given below : Figures for the Figures for the Current year Previous year Rs. Rs.

Balance Brought Forward from the Last Year (29,103,574.39) (3,05,27,331.35)

Profit / (Loss) Before Depreciation 4,571,639.65 17,19,798.96

(24,531,934.74) (2,88,07,532.39)

Add/Less :

Depreciation (1,485,433.00) (2,96,042.00)

Loss Rs.(26,017,367.74) Rs. (2,91,03,574.39)

Dividend

No dividend is recommended in view of the accumulated losses during the year apart from meeting the contingent liabilities.

Future Prospects

BPO (Business Process Outsourcing) Ã The Company is targeting ITES based services, both voice & non-voice based projects from several organisations in USA, Canada, UK & Australia. Endeavours are being made to move towards better segment of ITES such as KPO (Knowledge Process Outsourcing) & EPO (Education Process Outsourcing) & ERP software vending, software services, implementation, support & training services. To bridge the gap of manpower the Company has targeted to explore market of manpower development, manpower resourcing, developing, delivering under the new brand name LNSEL Jobs Online which is expected to result positively. Endeavours are being made for strategic alliances with staffing Companies in U. S. A.

The Company is preparing itself to set up a SEZ unit and is working for suitable space in a Special Economic Zone of a size more than several times of its current size. The Company envisages to move to SEZ (Special Economic Zone) on allotment of land from the respective authorities.

Outlook

The Company apart from software services, has established its reputation in the market as an Information Technology Enabled Service provider (ITES) specially in Medical Transcription and other KPO services. The proposed expansion would further consolidate the position of the Company. This has a better margin of profitability and has resulted in higher growth of the Company. New area of ERP implementation projects shall further add to the revenue of the Company.

The Company may go for acquisition of new companies to expand its size abnormally and is in the process of looking for suitable software development in marketing in ERP sector. Your Company has become authorised vendor of ''SAP" ERP software in India. The Company has changed its object clause by adding new area of business in different segment than that of software development such as construction and development of SEZ, dealing in shares and media during the year under consideration and in the process of turnaround of the Company. Your Directors have started dealing in shares of software companies for better fund utilisation in the current year. Accordingly your Directors are confident of achieving better results in the year 2011-12.

Fixed Deposits

The Company has not accepted any deposit from the Public.

Directors

Your Director, Mrs. Arpita Gupta, retires at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

Directors' Responsibility Statement

Your Directors confirm :

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that year.

(iii) that the Directors have taken proper and sufficient care 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.

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

Auditors

Your Auditors, M/s. Omsagar & Associates, Chartered Accountants also retire at the Annual General Meeting, are eligible for the re-appointment. The Auditors have furnished the certificate under section 224(1)(B) of the Companies Act, 1956 of their eligibility.

Auditors' Observations

As regards observations made by the Auditors, the relevant notes in Schedule -14 are self explanatory.

Cash Flow

In accordance with the requirement of Clause 32 of the Listing Agreement with the Stock Exchanges, a cash flow statement duly verified by your Auditors together with the certificate is annexed hereto.

Corporate Governance

Your Company has complied with the requirements of Corporate Governance pursuant to clause 49 of Listing Agreement with the Stock Exchanges and a report to that effect is enclosed herewith.

Dematerialization of Equity Shares

Your Company has entered into agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL) for dealing in Equity Shares of the Company in dematerialized form. Your Company has been allotted (ISIN No. INE 791B01014). The shareholders may send their share certificates through their depository participants for having the shares in electronic form.

Other Information

None of the employees were in receipt of remuneration exceeding limits prescribed u/s. 217(2A) of the Companies Act, 1956 and the Rules made thereunder.

As required u/s.217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, Your Directors Report as follows :Ã

A. Conservation of Energy Not Applicable.

B. Technology Absorption Your Company is developing its capabilities in I. T. Enabled Services and Medical Transcription as well as a ERP vending, implementation, supporting & training services. An expansion in the operation is ahead through strategic alliances for Business Process Outsourcing Projects.

C. (a) Foreign Exchange Rs. 5,256,395.84/- (previous year Earning Rs. 7,048,247.29/-) including sale of other 100% EOU units.

(b) Foreign Exchange Out Rs. 3,26,447.44/- (Previous Year going Rs. 5,05,987.26/-) on account communication exp., business procurement fees and ASP/VOIP charges.

Acknowledgements

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd., UCO Bank, Allahabad Bank, Indian Overseas Bank, Union Bank of India, Indusind Bank, Oriental Bank of Commerce, State Government of West Bengal and Orissa and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology, Government of India, specially Software Technology Parks of India. Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company

On behalf of the Board of Directors For LEE & NEE SOFTWARES (EXPORTS) LTD. Sd/- Directors : 1. Ajay Agarwal 2. Arpita Gupta

Place : Kolkata Dated : The 24th day of August, 2011.

Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

Working and Financial Results

Total Income during the year was Rs.1,12,74,301.17/- as compared to Rs. 1,17,94,096.08/- in the previous year but the profit during the year amounting to Rs. 14,23,756.96/- as against loss of Rs. 11,02,666.80/- in previous year.

The net impact of the above, has resulted in profit during the year compared to the earlier year due to better capacity utilisation in BPO sector specially in Call Centre Project though it is yet. to be stabled and suffering from several contingencies and industry hazards.

The Financial Highlights are given below :

Figures for the Current year Figures for the Previous year Rs. Rs.

Balance Brought Forward

from the Last Year (3,05,27,331.35) (3,16,29,998..15)

Profit/(Loss) Before Depreciation 17,19,798.96 15,05,796.43

(2,88,07,532.39) (3,01,24,201.72)

Add/Less :

Depreciation (2,96,042.00) (4,03,129.63)

Loss Rs. (2,91,03,574.39) Rs. (3,05,27,331.35)

Dividend

No dividend is recommended in view of the accumulated loss during the year apart from meeting the contingent liabilities.

Future Prospects

BPO (Business Process Outsourcing) - The Company is targetting ITES based services, both voice & non-voice based projects from several organisations in USA, Canada, UK & Australia. Endeavours are being made to move towards better segment of ITES such as KPO (Knowledge Process Outsourcing) & EPO (Education Process Outsourcing). To bridge the gap of manpower the Company has targeted to explore market of manpower development, manpower resourcing, developing, delivering under the new brand name LNSEL Jobs Online which has resulted in positive. Endeavours are being made for strategic alliances with staffing Companies in U. S. A.

The Company is preparing itself to set up a SEZ unit and is working for Suitable space in a Special Economic Zone of a size more than several times of its current size. The Company envisages to move to SEZ (Special Economic Zone) on allotment of land from the respective authorities. The Company further wishes to pursue ERP implementation projects and hopeful of sizeable orders. Outlook

The Company apart from software services, has established its reputation in the market as an Information Technology Enabled Service provider (ITES) specially in Medical Transcription as well as International Call Centre. The proposed expansion would further consolidate the position of the Company. This would have a better margin of profitability and would result in higher growth of the Company. New area of ERP implementation projects shall further add to the revenue of the Company.

Your Directors are glad to report that the adverse factors stand substantially abated so far in the current year. Accordingly your directors are confident of achieving better results in the year 2010-11. Fixed Deposits

The Company has not accepted any deposit from the Public. Directors

Your Director, Mr. Sagarma! Gupta, retires at the ensuing Annual General Meeting and being eligible offers himself for re- appointment. Mrs. Arpita Gupta has been appointed as director by the Board of Directors to fill the casual vacancy caused by resignation of Mr. Paresh Agarwal on 24.10.2009. Mr. Paresh Agarwal was director for a long time and was Chairman of audit committee. The Company appreciates his valuable services during his tennure of directorship.

Directors Responsibility Statement Your Directors confirm :

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that year.

(iii) that the Directors have taken proper and sufficient care 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.

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

Auditors

Your Auditors M/s. Om Sagar & Associates, Chartered Accountants also retire at the Annual General Meeting, are eligible for the re-appointment. The Auditors have furnished the certificate under section 224(1 )(B) of the Companies Act, 1956 of their eligibility for reappointment.-

Auditors Observations

As regards observations made by the Auditors, the relevant notes in Schedule-14 are self explanatory.

Cash Flow

In accordance with the requirement of Clause 32 of the Listing Agreement with the Stock Exchanges, a cash flow statement duly verified by your Auditors together with the certificate is annexed hereto.

Corporate Governance

Your Company has complied with the requirements of Corporate Governance pursuant to clause 49 of Listing Agreement with the Stock Exchanges and a report to that effect is enclosed herewith.

Dematerialization of Equity Shares

Your Company has entered into agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSIL) for dealing in Equity Shares of the Company in dematerialized form. Your Company has been allotted (ISIN No. INE 791B01014). The shareholders may send their share certificates through their depository participants for having the shares in electronic form.

Other Information

None of the employees were in receipt of remuneration exceeding limits prescribed u/s. 217(2A) of the Companies Act, 1956 and the Rules made thereunder.

Acknowledgments

Your Directors place on record their appreciation for the help and co-operation received by them from ICICI Bank Ltd., UCO Bank, Allahabad Bank, Indian Overseas Bank, Union Bank of India, Indusind Bank, Oriental Bank of Commerce, State Government of West Bengal and Orissa and Department of Electronics & Department of Telecommunication under Ministry of Information & Technology, Government of India, specially Software Technology Parks of India. Your Directors also place on record their appreciation for the dedicated services rendered by the employees of your Company at all levels.

On behalf of the Board of Directors

For LEE & NEE SOFTWARES (EXPORTS) LTD.

Sd/-

Place : Kolkata Directors : 1. Ajay Agarwal

Dated : The 25th day of August, 2010. 2. Arpita Gupta

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article