The Directors have the pleasure in presenting their 29th Report together with the Audited Accounts for the year ended March 31, 2014

Financial Performance:

                                             2013 -14         2012 -13
                                       Rs. (In Lakhs)   Rs. (In Lakhs)

Total Income                                65.66             64.31

Total Expenditure                           59.19             58.67

Profit Before Depreciation and Tax           6.47              5.64

Less: Deprecation                            4.23              4.22

Less: Provision for Tax and F.B.T. 
Incl. Deferred Tax Liability                 0.11              0.24

Net Profit after Tax                         2.13              1.18

Less :Short Provision for Tax                   -                 -

Balance Brought Forward                         -                 -

Amount available for Appropriation           2.13              1.18

Proposed Dividend                               -                 -

Tax on Dividend                                 -                 -

Transfer to General Reserve                     -                 -

Surplus Carried Forward                      2.13              1.18

Total Appropriation                           Nil               Nil

OVERVIEW

During the year the total Income of the Company has been Rs. 65.66 Lacs as compared to previous year total of Rs. 64.31 Lacs. Our company has made Profit amounting to Rs 2.13 Lacs after tax.

Presently the software development, search engine marketing and publication business is being carried out whereas all other businesses were not successful. Therefore, the Board feels the Com- pany should continue with its current business relating to software development, search engine marketing and publication. The Company proposes to venture back into the field of construction and development, which happens to be one of the main objects of the Company.

In view of the inadequacy of profits your directors are unable to recommend any dividend for the year under review.

DIRECTORS

Pursuant to the provisions of section 152 of the Companies Act, 2013 ('the Act'), Mrs. Rupa Modi, Executive Director of the Company retires by rotation at the forthcoming Annual General Meeting and seeks re-appointment.

Mr. Yogesh Becharbhai Girnara, Mr. Rajendra S Lokare and Mr. Premnath T Mishra, who were appointed as Independent Directors under the provisions of the Companies Act, 1956 and whose period of office is liable to determination by retirement of directors by rotation. Under the provisions of Section 149 of the Companies Act, 2013, independent directors shall not be liable to retire by rotation. Further, all existing independent directors shall be required to confirm with the eligibility criteria as prescribed under the Companies Act, 2013 and therefore all existing independent direc- tors are required to be appointed as such by the shareholders at the ensuing AGM. The Company has received Notices from Members signifying their intention to propose Mr. Yogesh Becharbhai Girnara, Mr. Rajendra S Lokare and Mr. Premnath T Mishra as Independent Directors under section 152 read with 149 of the Companies Act, 2013. The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under subsection (6) of Section 149 of the Act.

Further, Mr. Minesh Modi and Mrs. Rupa Modi were appointed as Whole Time Director and Execu- tive Director w.e.f. 16th July, 2011 and 28th July, 2011 respectively for a period of 3 years. The Board of Directors have at their meeting held on July 15, 2014, upon the recommendation of the remunera- tion committee, approved the re-appointment of Mr. Minesh Modi and Mrs. Rupa Modi as Whole Time Director and Executive Director w.e.f. 15th July, 2014 and 27th July, 2014 respectively for a period of 3 years, subject to the approval of members in the ensuing AGM.

The relevant resolutions for appointment of Mr. Yogesh Becharbhai Girnara, Mr. Rajendra S Lokare and Mr. Premnath T Mishra as independent directors and Mr. Minesh Modi and Mrs. Rupa Modi as Whole Time Director and Executive Director respectively are placed for the approval of members.

DEPOSITS

The Company has not accepted any deposits and as such no amount of principal or interest was outstanding on the date of balance sheet.

AUDITORS

M/s. K U Kothari & Co., Chartered Accountants (having ICAI firm registration no. - 105310W), the Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and have shown their willingness to be re-appointed as the Auditors of the Company for three (3) financial years, i.e., 2014-15, 2015-16 and 2016-17. Your directors recommend their appointment as Auditors of the Company.

As required under the provisions of section 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent and written certificate from the above auditors proposed to be re- appointed to the effect that their re-appointment, if made, would be in conformity with the limits, qualifications and eligibility norms specified in the said sections.

LISTING

The shares of the Company are listed on the Bombay Stock Exchange Limited. The Company is regular in complying with the provisions of the Listing Agreement entered into with the Stock Ex- change.

SECRETARIAL COMPLIANCE CERTIFICATE

As required under the provisions of Section 383A of the Companies Act, 1956, the Secretarial Com- pliance is attached herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars prescribed under clause (e) of sub-Section (1) of Section 217 of the Companies Act, 1956, read with the companies (Disclosure of particulars in Report of Board of Directors) Rule, 1988 are as follows:

CONSERVATION OF ENERGY

The company is not a manufacturing company and hence the details in respect of the above are not applicable.

RESEARCH AND DEVELOPMENT

The company has not undertaken any Research and Development activity in any specific area dur- ing the year under review, and hence no cost has been incurred towards same.

Technology Absorption : Nil

Foreign Exchange Earning : Rs. 304331 Foreign Exchange Outgo : Rs. 284775

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 217 (2AA) of the Companies Act, 1956, Directors confirm that:- a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judge- ments 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) they have taken proper and sufficient care for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis.

EMPLOYEES

During the year the company has not employed any person, which required disclosure under section 217 (2A) of the Companies Act, 1956 to be read with the Companies Particulars of Employees Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your Directors hereby place on record their appreciation and co-operation and support received from all the customers, vendors, banks and share transfer agent and thank them for their valuable contribution in the growth of the company.

Your directors thank all the shareholders of the company for their continued support.

Your directors also thank all the government agencies, The Software Technology Parks of India, Bombay Stock Exchange Limited, SEBI, The Registrar of Companies, Mumbai for their support during the year and look forward to their continued support in future.

TO THE MEMBERS OF NETLINK SOLUTIONS (INDIA) LIMITED

We have audited the accompanying financial statements of NETLINK SOLUTIONS (INDIA) LIM- ITED ( "the company") which comprises the Balance Sheet as at 31st March 2014, and the state- ment of Profit & Loss Account and 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:

Management is responsible for 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Char- tered Accountants of India. 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.

An audit involves performing procedures to obtain audit evidence about the amounts and disclo- sures in the financial statements. The procedures selected depend on the auditor's judgment, in- cluding 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 control rel- evant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting esti- mates made by management, as well as evaluating the overall presentation of the financial state- ments.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the 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:

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2014;

b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on the date; and

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on the date.

Report on Other Legal & Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order, 2003 ('the Order") issued by the Cen- tral Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Com- pany 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 Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on 31st March 2014 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

                                          FOR K. U. KOTHARI & CO.
                                          CHARTERED ACCOUNTANTS
                                          F.R.No. 105310W

                                          PRAKASH CHECHANI 
PLACE: MUMBAI                             (PARTNER)
DATED:07.05.2014                          M.No. 104203