6th Annual Report MY CITY TECHNOLOGY LIMITED

Transcription

1 6th Annual Report MY CITY TECHNOLOGY LIMITED Registered Office Hincon House, 11 th Floor, 247Park, LBS Marg, Vikhroli (West), Mumbai , Maharashtra, India

2 My City Technology Limited NOTICE NOTICE is hereby given that the Sixth Annual General Meeting of the Shareholders of My City Technology Limited will be held on Thursday, July 9, 2015 at 4.00 p.m. at Hincon House, 11 th Floor, 247Park, L. B. S Marg, Vikhroli (W), Mumbai , to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2015, and the Reports of the Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Sureshkumar P. Pendharkar (DIN No ), who retires by rotation and being eligible, offers himself for re-appointment. 3. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT M/s K.S. Aiyar & Co., Chartered Accountants, Mumbai, bearing ICAI Registration No W, be and are hereby appointed as the Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on a remuneration as may be fixed by the Board of Directors of the Company. SPECIAL BUSINESS 4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Kartik Upadhyay (DIN No ), who was appointed as an Additional Director of the Company with effect from 20 th February, 2015 pursuant to the provisions of Section 260 of the Companies Act, 1956, who would hold his office till the date of the ensuing Annual General Meeting of the Company and in respect of whom the Company has received a notice from a shareholder under Section 160 of the Companies Act, 2013, proposing the candidature of Mr. Kartik Upadhyay for the office of the Director, be and is hereby appointed as the Director of the Company whose office shall be liable to retirement by rotation. My City Technology Limited U72900MH2009PLC Registered Office: Hincon House, 11 th Floor, 247Park, LBS Marg, Vikhroli (West), Mumbai , Maharashtra, India. Tel: Fax:

3 My City Technology Limited 5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution: RESOLVED THAT pursuant to the provisions of Section 14 and any other applicable provisions of the Companies Act, 2013 (including any amendments, statutory modification(s) or re-enactment thereof for the time being in force) and rules made there under, the existing set of Articles of Association of the Company, as placed before the meeting be and is hereby substituted with new set of Articles of Association placed before the members and the same be approved and be adopted as new Articles of Association of the Company. By order of the Board For My City Technology Limited Place: Mumbai Date: April 17, 2015 Sd/- Sureshkumar P. Pendharkar Chairman NOTE: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES, TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 2. The Explanatory Statement under Section 102 of the Companies Act, 2013 is annexed herewith and forms part of the notice. 3. Corporate Members intending to send their authorised representatives are requested to send a duly certified copy of the Board Resolution authorising their representatives to attend and vote at the ensuing Annual General Meeting. 4. Relevant documents referred to in the accompanying notice are open for inspection at Hincon House, 11 th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli West, Mumbai upto the time of the meeting from Monday to Friday between 9:00 am to 6:00 pm. My City Technology Limited U72900MH2009PLC Registered Office: Hincon House, 11 th Floor, 247Park, LBS Marg, Vikhroli (West), Mumbai , Maharashtra, India. Tel: Fax:

4 My City Technology Limited By order of the Board For My City Technology Limited Place: Mumbai Date: April 17, 2015 Sd/- Sureshkumar P. Pendharkar Chairman Registered Office: Hincon House, 11 th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai My City Technology Limited U72900MH2009PLC Registered Office: Hincon House, 11 th Floor, 247Park, LBS Marg, Vikhroli (West), Mumbai , Maharashtra, India. Tel: Fax:

5 My City Technology Limited ANNEXURE EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, Item No. 4 Mr. Kartik Upadhyay was appointed as an Additional Director by the Board at their Meeting held on 20 th February, Mr. Kartik Upadhyay holds office only up to the date of this Annual General Meeting. It is therefore necessary to pass a resolution appointing him as the Director of the Company. Notice as required under Section 160 of the Companies Act, 2013 along with a deposit of Rs.1,00,000/- has been received from a member signifying their intention to propose Mr. Kartik Upadhyay as candidate for the office of Director of the Company. Except Mr. Kartik Upadhyay, none of the Director is interested in this resolution. Item Nos. 5 In view of the Companies Act, 2013 the Company will be required to ensure that the Articles of Association of the Company are in the line with the Companies Act, The Company therefore proposes to adopt a new set of Articles of Association that shall be aligned with the Companies Act, Copy of existing Articles of Association and revised Articles of Association will be made available for inspection at the registered office of the Company upto the time of this Annual General Meeting from Monday to Friday between 9:00 a.m. to 6:00 p.m. and at the meeting. Pursuant to the provisions of Section 14 of the Companies Act, 2013, any amendment in Article of Association of the Company requires approval of the members of the company by way special resolution. The Board of Directors recommends the special resolution as set out in Resolution No. 4 of the notice for members approval. None of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at item no.5. My City Technology Limited U72900MH2009PLC Registered Office: Hincon House, 11 th Floor, 247Park, LBS Marg, Vikhroli (West), Mumbai , Maharashtra, India. Tel: Fax:

6 My City Technology Limited Place: Mumbai Date: April 17, 2015 By order of the Board For My City Technology Limited Sd/- Sureshkumar P. Pendharkar Chairman My City Technology Limited U72900MH2009PLC Registered Office: Hincon House, 11 th Floor, 247Park, LBS Marg, Vikhroli (West), Mumbai , Maharashtra, India. Tel: Fax:

7 My City Technology Limited To, The Members of My City Technology Limited 1. Report Directors Report Your Directors present the 6 th Annual Report together with the Audited Accounts for the financial year ended March 31, Financial Information Income from Operations Other Income Profit/(Loss) before Depreciation & Tax Year Ended March 31, (102.73) (Rs. In Lacs) Year Ended March 31, (54.42) Less: Depreciation (46.25) (10.11) Profit / (Loss) before Tax (148.98) (64.52) Less: Provision for Taxation Profit / (Loss) after Taxation 0.00 (148.98) 0.00 (633.83) Add: Balance Brought forward from last year (239.30) (174.78) Balance Carried to Balance Sheet 3. Dividend Your directors do not recommend any dividend on equity shares for the financial year ended March 31, Operations and Future outlook Lavasa City is India's planned Hill City being developed by Lavasa Corporation Ltd. Lavasa Corporation Limited, Wipro Limited and Cisco Systems have collaborated to plan, implement and manage Information and communication technology (ICT) services across Lavasa Hill City. As part of the collaboration, Cisco will be the preferred technology partner for ICT products and architecture to help make Lavasa Hill City a smart and sustainable city of the future. Wipro will provide its expertise in areas like city management services, e-governance, telecom, including proposing and implementing intelligent home solutions My City Technology Limited U72900MH2009PLC Registered Office: Hincon House, 11 th Floor, 247Park, LBS Marg, Vikhroli (West), Mumbai , Maharashtra, India. Tel: Fax:

8 My City Technology Limited and digital lifestyles. Also, Wipro will provide solutions that will facilitate smart buildings, including integrated building management systems, physical security and other ondemand services. My City Technology Ltd. will leverage the strengths of the three companies to help make Lavasa Hill City the first complete e-city in India. By planning, implementing and managing information and Communication Technology (ICT) services across Lavasa Hill City, My City Technology Limited aims to make Lavasa Hill City the technologically most advanced city in the world. My City Technology Limited is committed to develop the technology infrastructure, services and solutions for residents and tourists at Lavasa Hill City using latest technology and trends. It will make all governance services available on web and to help the City Management Services (CMS) provide the best-in-class governance to the residents of Lavasa Hill City. It will also provide the necessary infrastructure support including technology selection, supply, installation and management of various information technology platforms, networks, data centres etc for the residents and commercial establishments in Lavasa Hill City. The core ICT infrastructure such as optic fiber network, structured cabling and passive infrastructure built at Lavasa Hill City shall be highly scalable and is planned to take care of future requirements of next two decades. The following are few initiatives under My City Technology Limited: Largest GPON based network implementation in the country e-governance and City Management Solutions Smart Homes and Digital Lifestyle Experience Data Center and Telecom Infrastructure Electronic Security & Surveillance System Complete ICT Solution for Tourists, Commercial and Residential My City Technology limited has strategic relationship with various leading technology companies such as Microsoft, SAP, Tata Teleservices, Tyco and Enablance. 5. Holding Company During the year under review, your Company has not raised any additional capital. 6. Directors Mr. Sureshkumar P. Pendharkar, Director of the Company retires at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. My City Technology Limited U72900MH2009PLC Registered Office: Hincon House, 11 th Floor, 247Park, LBS Marg, Vikhroli (West), Mumbai , Maharashtra, India. Tel: Fax:

9 My City Technology Limited Mr. Kartik Upadhyay, who was appointed as an Additional Director by the Board of Directors at their meeting held on 20 th February, 2015 holds office upto the date of the ensuing Annual General Meeting. Notice under Section 160 of the Companies Act, 2013 has been received from a member signifying its intention to propose Mr. Kartik Upadhyay as the Director of the Company at the ensuing Annual General Meeting. Mr. Abhay Bengeri had resigned as a Director of the Company on 20 th February, The Board of Directors wishes to place on record its appreciation for the contribution and services rendered by him during his tenure as Director of the Company. 8. Risk Management policy Pursuant to provisions of Section 134 of the Companies Act, 2013, Board of directors had adopted Risk Management Policy. The policy and procedure is intended to ensure that an effective risk management framework is established and implemented within the Company and to provide regular reports on the performance of that framework, including any exceptions, to the Risk Management and Board of Directors of the Company. 9. Board Meetings During the year 5 (Five) Board Meetings were duly convened and held. 10. Particulars of Employees and other additional information Your Company has no employees requiring disclosure pursuant to Section 197 of the Companies Act, 2013 read with Rule, 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company 11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The information as required under Section 134(3)(m) of the Companies Act, read with Rule, 8 of The Companies (Accounts) Rules, 2014 is not applicable to your Company. During the period under review, there was no expenditure or income in foreign currency. My City Technology Limited U72900MH2009PLC Registered Office: Hincon House, 11 th Floor, 247Park, LBS Marg, Vikhroli (West), Mumbai , Maharashtra, India. Tel: Fax:

10 My City Technology Limited 12. Directors Responsibility Statement The Board of Directors of your Company confirms 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 loss 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 this 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; and e) 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. 13. Particulars of loans, guarantees or investments. The details of loans, guarantees and investments under section 186 of the Companies Act, 2013 are given in the notes to the financial statements. 14. Related Party Transactions The disclosure on related party transactions are made in the Financial Statements of the Company. 15. Material changes and commitments affecting the financial position of the company. There are no significant material changes and commitments occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, affecting the financial position of the company My City Technology Limited U72900MH2009PLC Registered Office: Hincon House, 11 th Floor, 247Park, LBS Marg, Vikhroli (West), Mumbai , Maharashtra, India. Tel: Fax:

11 My City Technology Limited 16. Auditors The Auditors of your Company, M/s K. S. Aiyar & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. 17. Auditors Report The Auditors Report to the shareholders does not contain any qualifications. The Secretarial Audit Report is not applicable to the Company. 18. Extract of Annual Return The extract of annual return of the Company for the financial year as provided under sub-section (3) of section 92, in the Form No. MGT.9 is annexed herewith. 19. Corporate Social Responsibility The Company has not formulated the policy on Corporate Social Responsibility, as the same is not applicable to the Company. 20. 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, Acknowledgements Your Directors place on record their appreciation for the co-operation and assistance received from the bankers, Central and State Government authorities and members during the period under review. Place : Mumbai Date : April 17, 2015 For and on behalf of the Board of Directors Sd/- My City Technology Limited U72900MH2009PLC Registered Office: Hincon House, 11 th Floor, 247Park, LBS Marg, Vikhroli (West), Mumbai , Maharashtra, India. Tel: Fax:

12 My City Technology Limited Sureshkumar P. Pendharkar Chairman My City Technology Limited U72900MH2009PLC Registered Office: Hincon House, 11 th Floor, 247Park, LBS Marg, Vikhroli (West), Mumbai , Maharashtra, India. Tel: Fax:

13 Annexure to the Directors Report Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 2015 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: i) CIN U72900MH2009PLC ii) Registration Date August 4, 2009 iii) Name of the Company My City Technology Limited iv) Category / Sub-Category of the Company having Share Capital Company v) Address of the Registered office and contact details vi) Whether listed company Yes / No No vii) Name, Address and Contact details of N.A. Registrar and Transfer Agent, if any II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY Hincon House, 11 th floor, 247Park, LBS Marg, Vikhroli (West) Mumbai Tel: Fax: All the business activities contributing10 % or more of the total turnover of the company shall be stated:- Sl. No. Name and Description of main products / services NIC Code of the Product / service 1 Information Technology % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Not Applicable % to total turnover of the company IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Chang e during the

14 A. Promoters (1) Indian a) Individual / HUF b) Central Govt c) State Govt(s) d) Bodies Corp. e) Banks / FI f) Any Other. Sub-total (A)(1): (2) Foreign a) NRIs - Individuals b) Other Individuals c) Bodies Corp. d) Banks / FI e) Any Other. Sub-total (A) (2): Total shareholding of Promoter (A) = (A)(1)+(A)(2) B. Public Shareholdin g 1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt. d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify) Sub-total (B)(1): 2. Non- Institutions a) Bodies Demat Physical Total % of Total Shares Demat Physical Total % of Total Shar es year

15 Corp. i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh c) Others (specify) Sub-total (B)(2):- Total Public Shareholdin g (B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) (ii) Shareholding of Promoters Sl No. Shareholder s Name 1 Lavasa Corporation Limited 2 Wipro Limited 3 CSI BD Mauritius Shareholding at the beginning of the year No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares Share holding at the end of the year No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share holding during the year (iii) Change in Promoters Shareholding (please specify, if there is no change) ;- No change in Promoters Shareholding Sl. No. At the beginning of Shareholding at the beginning of the year No. of shares % of total shares of the Cumulative Shareholding during the year No. of shares % of total shares of the

16 the year Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sl. No. Shareholding at the beginning of the year Shareholding at the end of the Year No. of shares % of total shares of the No. of shares % of total shares of the 1 Mr. Vithal Kulkarni* Mr. Praveen Sood* Mr. Rajgopal Nogja* Mr. Sureshkumar p Pendharkar* 5 Mr. Vinayak Jadhav* Mr. Shripad Gaitonde* Lavasa Corporation Limited 8 Wipro Limited CSI BD Mauritius * - indicates shares where beneficial interest are held by Lavasa Corporation Limited (v) Shareholding of Directors and Key Managerial Personnel: Sl. No. Directors Key Managerial Personnel Shareholding at the beginning of the year Shareholding at the end of the Year No. of shares % of total shares of the No. of shares % of total shares of the None of the Key Managerial Personnel holds shares in the Company None of the Key Managerial Personnel holds shares in the Company

17 V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment (Nil) Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year Addition Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Nil Sl. no. Particulars of Remuneration 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, Stock Option 3 Sweat Equity 4 Commission - as % of profit - others, specify 5 Others, please specify Total (A) Ceiling as per the Act B. Remuneration to other directors: Nil Name of MD/WTD/ Manager Total Amount Sl. no. Particulars of Remuneration Name of Directors Total Amount 3. Independent Directors Fee for attending board / committee meetings Commission Others, please specify Total (1) 4. Other Non-Executive Directors Fee for attending board / committee meetings Commission Others, please specify Total (2)

18 Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD Not applicable Sl. no. Particulars of Remuneration Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Incometax Act, 1961 Stock Option Sweat Equity Commission - as % of profit - others, specify Others (Car - Perk) Total Key Managerial Personnel VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL Type Section of the Companies Act A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details)

19 Independent Auditors' Report To the Members of My City Technology Limited Report on the Financial Statements We have audited the accompanying financial statements of My City Technology Limited ( the Company ), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility includes 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; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

20 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place and adequate internal financial controls system over financial reporting and the operating effectiveness of such control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2015, and its loss and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) Order, 2015 ( the Order ) issued by the Government of India Ministry of Corporate Affairs, in terms of sub-section (11) of Section 143 of the Act, we enclose in the annexure a statement on the matters specified in paragraphs 3 and 4 of the said Order. 2. As required by section 143(3) of the Act, we report that: a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account; d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

21 e) on the basis of the written representations received from the directors, as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us ; i. the Company does not have any pending litigation which would impact its financial position. ii. iii. the Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses; there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. For K. S. Aiyar & Co, Chartered Accountants ICAI Firm Registration No: W Sd/- Sachin A. Negandhi Place: Mumbai Partner Date: April 17, 2015 Membership No.:

22 ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 1 under the heading Report on Other Legal and Regulatory Requirements of our Report of even date on the financial statements for the year ended on March 31, 2015, of My City Technology Limited) (i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets (b) A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. (ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. (b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c ) on the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material. (iii) (iv) (v) (vi) (vii) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, Accordingly, sub-clause (a) and (b) are not applicable. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and sales. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. The Company has not accepted any deposits from the public to which the provisions of section 73 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules 2014 apply. We have been informed that the Company is not required to maintain cost records under sub-section (1) of section 148 of the Companies Act, 2013, which has been relied upon. (a) According to the records of the Company, Provident Fund, Employee s State

23 Insurance, Income Tax, Sales Tax, Value added tax, Wealth Tax, Service Tax, Custorm duty, Excise Duty, cess and other material statutory dues applicable to it have been generally regularly deposited during the year with the appropriate authority. According to the information and explanations given to us, there are no undisputed dues in respect of provident fund, employees state insurance, income tax, wealth tax, service tax, sales tax, value added tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable. (b) According to the records of the Company, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute. (c ) Based on our examination of the records maintained during the year, the Company is not liable to make any payments towards Investor Education Protection Fund. (viii) (ix) (x) (xi) (xii) The accumulated losses of the Company do not exceed fifty percent of its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. According to the information and explanations given to us, the Company has not taken any money from any financial institution, bank or debenture holder, and hence clause 3(ix) is not applicable to the Company. According to the information and explanations given to us, the Company has not given guarantee for loans taken by others from bank or financial institutions. The Company has not raised any term loans during the year. According to the information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the course of our audit. For K. S. Aiyar & Co, Chartered Accountants ICAI Firm Registration No: W Sd/- Place: Mumbai Sachin A. Negandhi Partner

24 MYCITY TECHNOLOGY LIMITED U72900MH2009PLC Balance Sheet as at 31st March 2015 Notes As at 31st March 2015 (` in Lakhs) As at 31st March 2014 EQUITY AND LIABILITIES Shareholders funds Share capital Reserves and surplus 2.2 1, , Non-current liabilities 1, , Deferred tax liabilities (Net) Long-term provisions Current liabilities Trade payables Other current liabilities Short-term provisions TOTAL 2, , ASSETS Non-current assets Fixed assets 2.7 (i)tangible assets (ii)capital work-in-progress Other non-current assets Current assets Current investments Inventories Trade receivables Cash and Bank Balances Short-term loans and advances , , , , TOTAL 2, , Significant Accounting Policies and Notes to Accounts 1&2 The accompanying notes are integral part of the financial statements As per our Report of even date For and on behalf of Board of Directors For K. S. Aiyar & Co. S. P. Pendharkar Kartik Upadhyay Chartered Accountants Director Director ICAI Firm Registration No W DIN: DIN: Raghuvir M. Aiyar Partner Membership No Vivek Samant Director DIN: Place : Mumbai Place : Mumbai Date :-17th April 2015 Date :-17th April 2015

25 MYCITY TECHNOLOGY LIMITED U72900MH2009PLC Statement of Profit and loss for the year ended 31st March 2015 Notes For the Year Ended 31st March 2015 (` in Lakhs) For the Year ended 31st March 2014 Income Revenue from Operations Other Income Total Income Expenses: Cost of Material Sold Operation Expenses Employee Benefits Expense Administrative Expenses Depreciation and amortization expense Total Expenses Profit / (Loss) before tax (148.98) (64.52) Tax Expense: - - Profit / (Loss) for the year (148.98) (64.52) Earning per equity share ( Nominal Value `.10/- ) ( Previous Year `.10/- ) (1) Basic ( In Rupees ) (52.00) (22.52) (2) Diluted ( In Rupees ) (52.00) (22.52) Significant Accounting Policies and Notes to Accounts 1&2 The accompanying notes are integral part of the financial statements As per our Report of even date For and on behalf of Board of Directors For K. S. Aiyar & Co. S. P. Pendharkar Kartik Upadhyay Chartered Accountants Director Director ICAI Firm Registration No W DIN: DIN: Raghuvir M. Aiyar Partner Membership No Vivek Samant Director DIN: Place : Mumbai Place : Mumbai Date :-17th April 2015 Date :-17th April 2015

26 MYCITY TECHNOLOGY LIMITED U72900MH2009PLC CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2015 Particulars For the Year Ended 31st March 2015 ( ` in lakhs) Year Ended 31st March 2014 Cash Flow from operating activities Net Profit before tax (148.98) (64.52) Adjustment for: - Depreciation Interest & Dividend received (4.37) 3.71 Operating profit before working capital changes (107.10) (50.70) (Increase) / Decrease in Trade Receivable (91.07) (Increase) / Decrease in Other Inventories (14.07) (Increase) / Decrease in Loans and Advances (123.87) Increase / (Decrease) in Trade & Other Payables Cash generated from operations (27.89) Direct Taxes (Refunded) / Paid (8.24) (10.54) Net cash flow from operating activities (19.64) Cash flows from Investing activities Purchase of fixed assets (65.45) (311.72) (Increase) / Decrease in Capital Work in Progress Interest & Dividend received 4.37 (3.71) Sale / (Purchases) of Investments (73.71) Net Cash flow from investing activities (143.13) Cash flow from financing activities Net Cash flow from Financing Activities - - Increase / (Decrease) in cash and cash equivalents (7.18) 0.76 Cash and cash equivalents at beginning of year Cash and cash equivalents at end of the year Notes : i) Details of Cash and cash equivalents are given in note No ii) Previous year figures have been regrouped/recast wherever necessary. As per our Report of even date For and on behalf of Board of Directors For K. S. Aiyar & Co. S. P. Pendharkar Kartik Upadhyay Chartered Accountants Director Director ICAI Firm Registration No W DIN: DIN: Raghuvir M. Aiyar Partner Membership No Vivek Samant Director DIN: Place : Mumbai Place : Mumbai Date :-17th April 2015 Date :-17th April 2015

27 A) SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF ACCOUNTS AS AT 31ST MARCH Basis Of Preparation The Company maintains its accounts on accrual basis following historical cost convention to comply in all material respects with the Accounting Standards notified under section 133 of Companies Act, 2013 read together with paragraph 7 of the Companies (Accounts) Rules, Management makes estimates and technical and other assumptions regarding the amounts of income and expenses, assets and liabilities, and disclosure of contingencies, in accordance with Generally Accepted Accounting Principles in India in the preparation of the financial statements. Difference between the actual results and estimates are recognized in the period in which determined 2 Corporate Inforamtion The company was incorporated on 4th August The company is engaged in the Business of Information and Communication Technology. ICT in the areas of City Management System and Services, E-governance, ICT Infrastrcture Planning, Building and Managment and Intelligent Home Soulutions. 3 Significant Accounting Policies: Fixed Assets Fixed assets are stated at cost less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use including all taxes & duties. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be ready to use. B) Depreciation and Amortization Depreciation on tangible assets is provided on reducing balance method over the estimated useful lives of the assets on pro-rata basis. The estimated useful lives are as below, Plant & Machinery 20 years Computers 6 years Office Equipments 20 years Furniture & Fixtures 15 years For the above classes of assets, based on internal assessment, Management believes that the useful life as given above represents the period over which it expects to use these assets. Hence the useful lives of these assets are different from the useful lives as prescribed under Part C of Schedule II of Companies Act, C) Impairment The Company makes assessment of any indicator that may lead to impairment of the Assets on an annual basis. An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable value, which is higher of net selling price and the value in use. Impairment loss, if any, is charged to statment of profit & loss in the year in which it is identified as impaired. D) Inventory Stock of raw material is valued at lower of cost or replacement value. Cost includes duties and taxes except those subsequently recoverable from the government authorities and is arrived on weighted average basis. However materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Stock of Finished products including traded goods and semi finished goods are valued at lower of cost or net realisable value Cost includes material cost, labour, direct expenses and related production overheads. Cost is determined on weighted average basis. E) Revenue of Sale of Goods and Services Revenue from sales of goods is recognised when significant risks and rewards of ownership are transferred to the customer.revenue from services is recognised as and when service is provided. Revenue from goods and services is accounted as net of taxes. F) Taxation : The tax expense comprises of current tax & deferred tax charged or credited to the Statement of Profit and Loss for the year. Current tax is calculated in accordance with the tax laws applicable to the current financial year. The deferred tax charge or credit is recognised using the tax rates and tax laws that have been enacted by the balance sheet date. Where there are unabsorbed depreciation or carry forward losses, deferred tax assets are recognised only if there is virtual certainty of realisation of such assets. Other deferred tax assets are recognised only to the extent there is reasonable certainty of realisation in future. At each balance sheet date, recognised and unrecognised deferred tax assets are reviewed.

28 G) Foreign currency transactions a. Current Assets & Current Liabilities are translated at the exchange rate prevailing on the last day of the quarter b. Foreign exchange transactions are accounted at the prevailing rate on the date of transaction. c. Gains or Losses arising out of remittance/ transactions at the period end are credited/ debited to statement of profit & loss for the year. i) Defined Contribution Plans Company s contributions paid/payable during the year to Provident Fund, Officer s Superannuation Fund, and Labour Welfare Fund are recognized in the statement of profit and loss. ii) Defined Benefit Plan & other long term benefits Company s liabilities towards gratuity and leave encashment are determined using the projected unit credit method which considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation. Actuarial gain and losses are recognized immediately in the statement of profit and loss as income or expenses. Obligation is measured at the present value of estimated future cash flows using a discounted rate that is determined by reference to market yields at the Balance Sheet date on Government bonds where the currency and terms of the Government bonds are consistent with the currency and estimated terms of the defined benefit obligation. H) Contingent Liabilties, Contingent Assets & Provisions A provision is recognised when the Company has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Contingent liabilities are not provided for unless a reliable estimate of probable outflow to the Company exists as at the Balance Sheet date. Contingent assets are neither recognised nor disclosed in the financial statements. I) Borrowing Costs: Borrowing costs (less any income on the temporary investments of those borrowings) attributable to qualifying assets are capitalised. Other borrowing costs are charged to Statement of Profit & Loss. J) Earning Per Share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to the equity shareholders (after deducting preference dividends and attributable taxes, if any) by the weighted average number of shares outstanding during the period. For the purpose of calculating diluted earning per share, net profit or loss for the period attributable to equity shareholders and weighted number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. k) Lease Where the Company is the lessee and the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as operating leases. Operating lease payments are recognized as an expense in the Statement of Profit & Loss on a straight-line basis over the lease term. L) Segmental Reporting At present the Company is operating only in one significant business segment i.e. information and communication technology services; hence segment information as per Accounting Standard 17 is not required to be disclosed. The Company caters mainly to the need of the domestic market; as such there is no reportable Geographical Segments.

29 Note No.2 NOTES TO ACCOUNTS FORMING PART OF ACCOUNTS (` in Lakhs) As at 31st March 2015 As at 31st March Share Capital (a) Authorised 3,00,000 (Previous Year 3,00,000 ) Equity Shares of `10/- each (b) ISSUED SUBSCRIBED AND PAID UP Equity Share Capital 2,86,500 (Previous Year 2,86,500) Equity Shares of ` 10/- each fully paid up Details of shareholders holding more than 5% shares. There was no movement in the number of shares and value of equity shares during the year Rights & restriction attached to equity shareholders The Company has only one class of equity shares having face value as Rs. 10/- each. Every holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. Any dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. Total Reserves and Surplus (a) Securities Premium Account Opening Balance 2, , Add : Addition during the year - - 2, , (b) Surplus/(Deficit) as per the Statement of Profit & Loss Balance brought forward from last year (239.30) (174.78) Add : Balance carried forward from Statement of Profit & Loss (148.98) (64.52) Date :-17th April 2015 (388.28) (239.30) Balance carried forward 1, , Long-term Provisions (a) Gratuity (b) Leave Encashment & Sick Leave Trade Payables (a) Micro small & medium Enterprises - - Due to Micro, Small & Medium Enterprises (Refer Note no. (b)payable for goods and services

30 (` in Lakhs) As at 31st March 2015 As at 31st March Other Current Liabilities (a) Advance From Customer (b) Retention Deposit Payable (c) Employees & Statutory Dues Payable Short-term Provisions Provision for employee benefits. (a) Gratuity (b) Leave Encashment & Sick Leave Other non-current Assets (a)deposit (b)trade Receivable ( Unsecured, Considered good ) Current Investments Non Trade Investments (a) Investments in Mutual Funds (Unquoted) Birla Sunlife Cash Plus Daily Dividend Direct Plan Reinvestment ( 61, per unit) Previous year 73, per unit ) Inventories (a) Trading Goods Total Trade Receivables (Unsecured, considered good) (a) Outstanding over Six Months from the date they were due for payment (b) Others Cash and Bank Balances Cash & Cash Equivalents (a)balances with banks (b)cheques on hand (c)cash on hand Short-term loans and advances (a)advance Payment of Taxes (b)advance to Holding Company 1, , (c)prepaid Expenses (d)other amounts recoverable , ,340.32