Quintegra Solutions

The Directors have pleasure in presenting the Fourteenth Annual Report
 together with the Audited Financial Statements for the year ended 31st
 March 2008.
 
 FINANCIAL HIGHLIGHTS
 
                                                          (Rs. in lacs)
 
 Particulars                    Consolidated   Standalone   Financials
 
 Financials
                                For the year  For the year  For the year
                                       ended         ended         ended
                                  31.03.2008    31.03.2008    31.03.2007
 
 Income from operations             38821.70       8810.94      6,272.17
 Other income                         202.85        177.88          3.50
 Total income                       39024.55       8988.82      6,275.67
 Expenditure                        33723.12       7104.93      5,216.56
 Profit before depreciation, 
 interest and tax                    5301.43       1883.89      1,059.11
 Interest                            1127.85        807.82        146.14
 Depreciation & Amortisation          798.53        356.59        230.80
 Profit before tax                   3375.05        719.48        682.17
 Provision for tax                    189.03         49.14         17.83
 Profit after tax                    3186.02        670.34        664.34
 Balance brought forward from 
 previous year                       1942.36       2098.24      1,688.47
 Amount available for 
 appropriation                       5128.38       2768.58      2,352.81
 Recommended Appropriations :
 Transfer to General Reserve           67.10         67.10         66.43
 Dividend - Proposed                   80.44         80.44        160.80
 Dividend Tax                          13.67         13.67         27.34
 Surplus carried over                4967.17       2607.37      2,098.24
 
 
 REVIEW OF OPERATIONS AND OUTLOOK
 
 Operations
 
 The year under review has been a year of growth for your Company. With
 substantial revenue growth rate, your Company added new customers,
 deepened its relationships with its clients, increased its focus on
 core operations and further strengthened its technological and human
 resource capabilities.
 
 During the year, the Company made a key strategic acquisition of PA
 Corporation Inc. a US-based information technology corporation
 providing a broad range of services predominantly in the financial
 services market with consulting resources in a variety of IT-related
 projects. This acquisition was in keeping with Quintegras articulated
 strategy of enhancing its competencies to serve clients better. This
 acquisition is expected to noticeably strengthen the opportunity
 pipeline for the company in the financial services as well as business
 and technology consulting.
 
 The Company further strengthened its operational capabilities by
 augmenting its senior management professionals who held key positions
 in global wealth management behemoth Merrill Lynch with each executive
 bringing in over 15 years of IT ndustry and leadership experience.
 
 During the year under review your company has developed certain
 proprietary products portfolio and acquired copy rights for the same in
 Flexible Home Building (HBfx), Hospital Management & Information System
 (HMIS) in health care and EduCampus in Education verticals as products.
 
 The Company is expanding its global footprint by extending proximity
 centers in Africa and Ireland with subsidiaries.
 
 Your Company witnessed significant milestones in recruitment, training,
 retention and development of talent for the year under review. Global
 headcount increased by 164% as compared to last year.
 
 With enhanced operations providing new technology and intellectual
 property-led enterprise solutions to organizations worldwide, Quintegra
 has strengthened in architecting solutions for large, complex and
 mission critical business problems and delivering these solutions with
 high levels of predictability.
 
 Outlook
 
 During the year under review, Quintegra made significant progress in
 implementing initiatives aimed at meeting its long- term objectives.
 The ongoing engagements are expected to contribute optimally during the
 financial year 2008-09. The recent acquisition of PA Corporation in US
 will further augment Quintegras North American operations, especially
 in the financial services vertical and enable it gain a strong foothold
 in that market at an accelerated pace. The robust opportunity pipeline
 and team that the Company has created is expected to continue to bring
 in the phenomenal growth rates that the Company has witnessed in the
 past 2 years in revenue and earnings progression going forward.
 
 The strategy to focus on select verticals & services where the company
 enjoys a competitive advantage, either by way of experience, scale or
 IP-led capabilities, has begun delivering improvement which should
 continue in the financial year 2008-09 also. Contribution from further
 strategic acquisitions combined with new account wins and existing
 account mining should enable the Company to deliver progressive
 performance and result in greater value creation for the Companys
 shareholders over the long-term.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with Accounting Standard AS-21 your Directors provide the
 audited Consolidated Financial Statements in the Annual Report.
 
 FIXED DEPOSITS
 
 The Company had not accepted any fixed deposits during the year.
 
 DIVIDEND
 
 The Board is pleased to recommend a dividend of 3% per equity share of
 Rs 10/- each for the financial year ended 31st March 2008.
 
 DIRECTORS
 
 Mr R Kalyanaraman, Director will retire by rotation at the ensuing
 Annual General Meeting and being eligible he offers himself for
 re-election.
 
 Brief resume of Director, nature of his expertise and names of
 Companies in which he holds directorship and membership/ chairmanship
 in Board Committees as stipulated under Clause 49 of the Listing
 Agreement with the Stock Exchanges are provided in the Annexure to the
 Notice convening the Annual General Meeting.
 
 Mr R Krishnan, Director resigned from the Board with effect from
 18.8.2008. The Board places on record, its gratefu appreciation of the
 valuable services rendered by Mr Krishnan during his tenure as a
 Director.
 
 AUDITORS
 
 The Board recommends the reappointment of M/s. Gopikumar Associates,
 Chartered Accountants, Chennai, the retiring Auditors of the Company
 who being eligible offer themselves for re-appointment.
 
 SUBSIDIARIES
 
 Yelam.com Private Limited
 
 Being a defunct Company, the name of Yelam.com Private Limited had been
 struck off under Section 560 of the Companies Act, 1956 during the
 period under review.
 
 Quintegra Solutions Limited, UK
 
 This subsidiary has incurred a loss of GBP 18,781 for the year ended 31
 March 2008 as against the loss of GBP 28,651 for the previous year
 ended 31 March 2007.
 
 Quintegra Solutions (M) SDN BHD, Malaysia
 
 The subsidiary had posted a net profit of MR 252,400 during the
 financial year as against the profit of MR 137,521 for the previous
 year.
 
 Quintegra Solutions (Singapore) Pte. Limited, Singapore
 
 The subsidiary had incurred a net loss of S$ 1,746,406 during the year
 under review as against the loss of S$ 664,720 for the previous year.
 
 Quintegra Solutions GmbH, Germany
 
 The subsidiary had posted a net loss of Euros 5,121 during the year as
 against the net loss of Euros 10,085 for the previous year.
 
 Quintegra US Inc., USA (Formerly ValleyUS. Inc.)
 
 This subsidiary had earned a net income of US$ 9,274 during the year as
 against US$ 189,024 for the previous period.  However for
 administrative convenience it is proposed to merge this subsidiary with
 the Company with the approval of the shareholders and other appropriate
 statutory authorities.
 
 PA Corporation, USA
 
 During the year, your Company had acquired PA Corporation an existing
 company in Maryland, Virginia, USA as a wholly owned subsidiary. The
 subsidiary posted a net income of US$ 2,866,546 for the period ended 31
 December 2007.
 
 New Subsidiaries
 
 Quintegra Solutions Ireland Limited
 
 As a measure to strengthen its global presence, your Company has
 incorporated a wholly owned subsidiary viz Quintegra Solutions Ireland
 Limited in Ireland, and the subsidiary had incurred a loss Euro 5,449
 for the period ended 31 March 2008.
 
 The other subsidiary, Quintegra East Africa Limited in Uganda is under
 incorporation.
 
 HUMAN RESOURCES
 
 The company reached several milestones in Recruitment, Training and
 retention of key talents during the year 2007-08. The objective was to
 attract the best talent in the Industry and create avenues for
 continuous learning and up-gradation of skills across all levels in the
 Organization. Quintegras Global headcount increased by 164% compared
 to the previous year. Close to 41% of the Global work force is multi
 ethnic. There was renewed enthusiasm amongst employees in attracting
 talent through employee referral programs and the number of resources
 recruited through this initiative increased by 13% compared to last
 year.
 
 The year also saw significant amount of investments made on our
 Training initiatives. Close to 37,270 man hours of training were
 extended to Quintegrans, covering various types of programs starting
 from development of soft skills such as Communication, Team skills,
 Leadership skills, business etiquette and Technical and process areas
 including Project Management skills etc., Key objective was to provide
 adequate training to employees across the Organization playing
 different roles. One another key achievement was successfully enabling
 and sponsoring 15% of the technical resources with technology
 certification. As part of our initiative and ongoing relationship with
 the British Council in training our employees on Business English
 Certification program, 40% of the work force was successfully trained
 and certified on BEC - preliminary program.
 
 Quintegras Human Resources and Training departments continued to
 deliver value to its internal and external customer by its ability to
 proactively address the needs of its customer and by systematic
 approach to training and employee engagement nitiatives.
 
 ACCREDITATIONS
 
 Your Company has received the ISO/IEC 27001:2005 certification from BSI
 Management Systems for the management of nformation security in
 relation to software development. Your Company is now ISO 9001:2000 in
 quality standards. The Company has been assessed and obtained SCAMPI B
 in SEI-CMM Level 5i as well.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 During the year, 13,730 equity shares were allotted to the employees
 who had exercised their options under the ESOS - 2006. Disclosure as
 required under Clause 12 of the Securities and Exchange Board of India
 (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999 is annexed and forms part of this report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 A Management Discussion and Analysis Report as required under Clause 49
 of the Listing Agreement forms part of the Annual Report.
 
 CORPORATE GOVERNANCE REPORTS
 
 The Report on Corporate Governance along with a compliance certificate
 from the Auditors and a declaration affirming the compliance of Code of
 Conduct are annexed as required by the Listing Agreement with Stock
 Exchanges.
 
 CEO/CFO CERTIFICATION
 
 The Managing Director and Head of Finance have submitted a certificate
 to the Board regarding financial statements and other matters as
 required under clause 49(V) of the Listing Agreement.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Your Company has made a headway in Corporate Social Responsibility(CSR)
 activities this year, first of which was the Green Office Campaign.
 There shall be more initiatives taken up in the future.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 to the best of their knowledge and belief 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 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.
 
 TRANSFER OF UNPAID/UNCLAIMED DIVIDED
 
 Pursuant to the provisions of Section 205A(5) of the Companies Act,
 1956, the declared dividends which remained unpaid/ unclaimed for a
 period of 7 years have been transferred by the Company to the Investor
 Education and Protection Fund (IEPF) established by the Central
 Government pursuant to section 205C of the said Act.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS & OUTGO
 
 Particulars relating to conservation of energy, technology absorption,
 foreign exchange earnings and outgo pursuant to Section 217(1)(e) are
 annexed to and form part of this report.
 
 PARTICULARS OF EMPLOYEES
 
 The Statement of particulars of employees as required under Section
 217(2A) of the Companies Act, 1956 read with the Companies (Particulars
 of Employees) Rules, 1975 is annexed and forms part of this report. The
 particulars of employees of the Company posted and working outside
 India are not reported pursuant to the Notification G.S.R. 212(E) dated
 24 March 2004 issued by the Department of Company Affairs, Ministry of
 Finance, Government of India.
 
 ACKNOWLEDGEMENT
 
 The Board records its appreciation for the continued support and
 co-operation received from all its associates - the shareholders,
 customers, suppliers, banks and Government Departments. Our special
 thanks to State Bank of India, our bankers for their continued support
 and encouragement by extending necessary credit facilities and thereby
 contributing to our growth. The Directors also place their special
 appreciation to all the employees.
 
                                         For and on behalf of the Board
 
 Place : Chennai                              Shankarraman Vaidyanathan
 Date  : 29.08.2008                        Chairman & Managing Director