Glodyne Technoserve

The Directors have pleasure in presenting the Eleventh Annual Report,
 together with the Audited Accounts for the financial year ended March
 31, 2008.
 
 CONSOLIDATED FINANCIAL RESULTS:
 
 Particulars                                  Year Ended      Year Ended
                                          March 31, 2008  March 31, 2007
                                        (Rs. In Million)(Rs. In Million)
 
 Total Income                                    3079.11       1680.99
 Profit / (Loss) Before Taxes                     473.44        227.72
 Less: Provision for Income Tax (net 
 off short / (excess) provision for 
 earlier years)                                    49.05         17.49
 Less: Provision for deferred tax/
 wealth Tax /fringe benefit tax                    18.27          9.37
 Profit / (Loss) After Taxes                      406.12        200.85
 Add: Balance brought forward from 
 previous year                                    279.42         98.61
 Less: Transfer to Minority Interest                9.30           -
 Add: Transfer from Debenture Redemption Reserve    4.20        299.46
 Add: Excess Depreciation written back                -           1.03
 Profit available for Appropriation               680.44        300.49
 Less: Transfer to General Reserve                  8.41          3.70
 Less: Proposed Dividend @ 12%                     13.21         10.88
 Less: Proposed 10th year Celebration Dividend 
 Inception @2%                                        -           2.17
 Less: Provision for Tax on Dividend                2.25          2.22
 Less: Transferred to Debenture Redemption 
 Reserve                                            4.20          2.10
 Balance carried to Balance Sheet                 652.37        279.42
 
 DIVIDEND
 
 Your Company has grown during the year thru organic and inorganic
 growth path. Your Directors consider that there are ample opportunities
 to grow your Company in coming few years. Considering the need for
 augmenting resources for Companys expansion plans, the Directors
 recommend for your approval a dividend @12% i.e. Rs. 1.20 per equity
 share of Rs. 10 each (Previous year Rs. 1.20). The dividend amount will
 absorb a total Rs. 15.47 million including corporate tax on dividend.
 
 During the year under review, your Company recorded a growth of 83 %
 over the previous years revenues. The Company earned a total income of
 Rs. 3,079.11 million as compared to last years Rs. 1,680.99 Million.
 The Earnings Before Interest, Tax, Depreciation and Adjustments
 (EBITDA) stood at Rs. 563.81 million as compared to last years Rs.
 263.40 Million, recording a growth of 114%. The Companys profit after
 tax stood at Rs. 406.12 Million as compared to previous years Rs.
 200.85 Million, recording a growth of 102%.
 
 During the year, pursuant to the shareholders approval at the previous
 Annual General Meeting, the name of the Company was changed from
 Paradyne Infotech Limited to Glodyne Technoserve Limited, w.e.f. 28th
 September 2007. In line with the mother branding strategy, the name of
 two subsidiaries in US were changed from Dyne Techservices Inc to
 Glodyne Technoserve Inc., and from Links Group International Inc, to
 Glodyne Technoserve East Inc.
 
 OVERSEAS ACQUISITION
 
 Continuing with its strategy of growing thru a mix of organic and
 inorganic route, Your Company acquired Front Office Technologies Inc.
 (FOT), a US based Technology IMS Company. With acquisition of FOT, your
 Company would be able to leverage on the Client Relationships, which
 FOT carries as well as upscale the size of contracts and offshore them.
 Your Directors feel that the acquisition will be incrementally
 beneficial to the Company in the long term. Your Company has set its
 plan to grow exponentially in the Technology IMS field. Towards
 achieving this objective, the Company is / will be pursuing larger
 acquisition opportunities. Your Company will need to augment resources
 for such acquisitions thru a combination of various sources such as
 debt, equity or quasi equity instruments. Shareholders approval is
 being sought at the ensuing Annual General Meeting for such activities.
 Shareholders attention is drawn to the relevant items appearing in the
 Notice of the A.G.M. and the explanatory statement, seeking the
 approval of the members in this matter.
 
 DIRECTORS
 
 During the year, Mr. Shantanu Rooj resigned as director w.e.f. 24th
 August 2007.
 
 Pursuant to the provisions of the Companies Act, 1956 and in accordance
 the Articles of Association of the Company, Mr. Y Krishnamurthy will be
 retiring by rotation at the ensuing Annual General Meeting. Being
 eligible, Mr. Krishnamurthy offers himself for re-appointment.
 
 Shareholders attention is drawn to the relevant items appearing in the
 Notice of the A.G.M. and the explanatory statement, seeking the
 approval of the members in this matter.
 
 Your Directors recommend the re-appointment of Mr. Krishnamurthy for
 your approval.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 In accordance with the Employee Stock Option Scheme of the Company, a
 total number of 1,89,650 options were granted during the year by the
 Compensation Committee. The particulars required under the SEBI
 (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999 are annexed to and form part of this report.
 
 CORPORATE GOVERNANCE
 
 A separate section on Corporate Governance Report and a Certificate
 from the Companys Statutory Auditors confirming compliance with the
 conditions of Corporate Governance by the Company as stipulated in
 Clause 49 of the Listing Agreement are annexed to and forming part of
 this report.
 
 STATUTORY INFORMATIONS:
 
 CONSERVATION OF ENERGY, EFFORTS FOR EXPORT MARKET DEVELOPMENT, R&D
 ACTIVITIES, FOREIGN EXCHANGE EARNINGS & OUTGO AND TECHNOLOGY
 ABSORPTION:
 
 As required under Section 217(1) (e) of the Companies Act, 1956 and the
 rules made thereunder, the necessary details are given hereunder:
 
 Conservation of Energy
 
 As your Companys business comprises of Technology IMS and Software
 Services and related activities, the operations are not energy
 intensive. Hence there are no particulars required to be furnished in
 respect of conservation of energy. However, your Company understands
 and appreciates the need for energy conservation and takes all possible
 steps for the same at all the stages of its activities.
 
 Export Market Development
 
 Your Companys inorganic growth during the year has helped it develop
 and extend its reach in US and earn foreign exchange thru exports. Due
 to serving increased number of clients from India, your Company has
 been able to increase its export revenues. Your Companys wholly owned
 subsidiaries, act as a marketing and delivery arm of the Company to
 increase the export revenue and tap the overseas market.
 
 Research & Development Activities
 
 Your Company invests in the research and development activities
 including specific areas like up gradation / customization of the
 products / solutions offered by the Company, version enhancements,
 security features to serve the Customers beyond their expectations.
 Anticipating and keeping in line with the technology changes and
 accordingly taking measures to ensure that the Company benefits from
 them, the R&D activities are carried out by the Company.
 
 Foreign Exchange Earnings and Outgo / Technology Absorption
 
 During the year under review, the Company has earned Rs. 377.32 Million
 in foreign currency (Previous year Rs.  207.80 Million) and has spent
 Rs. 2.79 Million (Previous year - Rs. 15.14)
 
 The Company has not imported any foreign technology & hence the
 requisite particulars in this regard are nil. The Company being in the
 Technology Industry, always endeavors adopt to and absorb new
 technologies and providing requisite training to employees on such
 technological advancements and provide newer technology and tools to
 the employees for applying in the project execution.
 
 DISCLOSURE OF PARTICULARS UNDER SECTION 217(2A):
 
 The disclosure about the details of the employees drawing remuneration
 in excess of the limits specified under Section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of employees)
 Rules, 1975, during the year under review forms part of this report.
 There were two employees who were in receipt of the remuneration in
 excess of the prescribed limits. The prescribed details of the employee
 are annexed to and form part of this report.
 
 DiRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the provisions of Section 217(2AA) of the Companies Act,
 1956, the Directors hereby confirm:
 
 (i) that in the preparation of the accounts for the financial year
 ended 31st March, 2008, the applicable accounting standards have been
 followed along with proper explanation relating to material departures;
 
 (ii) that the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that were
 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 under review
 and of the profit for the year under review;
 
 (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 accounts for the financial
 year ended 31st March, 2008 on a going concern basis.
 
 FIXED DEPOSITS
 
 During the year under review, the Company has not accepted any deposits
 falling within the purview of Section 58A of the Companys Act, 1956
 and as such, no principal or interest amount was outstanding on the
 date of the Balance sheet.
 
 SUBSIDIARY COMPANIES:
 
 As on March 31, 2008, your Company has five subsidiary companies. The
 subsidiaries include Glodyne Technoserve Inc. ( Formerly Dyne
 Techservices Inc.), Glodyne Technoserve East Inc. (Formerly Links Group
 International, Inc.) and Intercon Management Services Private Limited.
 Consequent to the acquisition of Front Office Technologies, Inc., the
 said Company also became the subsidiary of your Company. Your Company
 also formed a subsidiary in Singapore namely Glodyne Technoserve
 Singapore Pte Limited.
 
 As per section 212 of the Companies Act, 1956, the Company is required
 to attach the Directors Report, Balance Sheet and Profit and Loss
 Account of the subsidiaries to its Balance Sheet. Under Section 212 (8)
 of the Companies Act, 1956, the Central Government has the power to
 grant exemption from this requirement. The Company made necessary
 application to the Central Government, as the Company presents the
 audited consolidated accounts of the Company and its subsidiaries in
 this Annual Report. Your Directors believe that the audited
 consolidated accounts, present a full and fair picture of the state of
 affairs and financial conditions of the Company and its subsidiaries,
 as per global practice.
 
 The Central Government has vide its letter ref. no. 47/401/2008 - CL -
 III dated 20th June, 2008 granted its exemption to the Company.
 Therefore the Annual Report of your Company does not contain separate
 financial statements of these subsidiaries, but contains audited
 consolidated financial statements of the Company and its subsidiaries.
 
 However, a statement of the Companys interest in the subsidiaries and
 a summary of the financials of the subsidiaries is given along with the
 consolidated accounts. The annual accounts of the subsidiaries along
 with the related information will be made available to the Members
 seeking such information at any point of time. The annual accounts of
 the subsidiaries are also available for inspection during business
 hours at the Registered Office of the Company as well as of the
 subsidiaries.
 
 AUDITORS:
 
 The Present Statutory Auditors of the Company M/s. Nilesh M. Kapadia &
 Co., Chartered Accountants, Mumbai, hold their office until the
 conclusion of the ensuing Annual General Meeting. The present auditors
 have confirmed their willingness and eligibility under Section 224(1B)
 of the Companies Act, 1956 for their reappointment. Your Directors
 recommend their re-appointment at the ensuing Annual General Meeting
 for your approval.
 
 HUMAN CAPITAL:
 
 In the IT industry, Human Resources are one of the most important
 assets. Your Company has been successful in attracting and retaining
 skilled resources. The attrition rate of your companys employees has
 been below the industry average. Your Company carries out various
 initiatives for encouraging and motivating the employees and provides
 opportunities for growth in congruence with the Companys goals.
 
 ACKNOWLEDGEMENTS:
 
 The Board of Directors put on record their sincere thanks to the
 clients, vendors, bankers, media, analysts for their continued support
 and co-operation.
 
 Your Directors also place on record their appreciation for the business
 associates and shareholders. Your Directors also thank all the
 Government and regulatory authorities connected with the Companys
 business for their support during the year. Your Directors also
 appreciate the contribution and hard work of the employees at all
 levels for the growth of the organization.
 
 For Glodyne Technoserve Limited
 
 Sd/-
 Annand Sarnaaik
 Chairman & Managing Director
 
 Place : Mumbai
 Date  : July 30, 2008