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Info Drive Software Ltd.

BSE: 530703 | NSE: INFODRIVE | Series: NA | ISIN: INE804D01029 | SECTOR: Computers - Software Medium & Small

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Info Drive Software is not traded on NSE in the last 30 days

Annual Report

For Year :
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Director’s Report

Dear Members, The Directors are pleased to present the 27th Annual Report on the Business & Operations of Info-Drive Software Limited (hereafter referred to as ''InfoDrive'') together with Audited Accounts for the financial year ended March 31, 2015. Company Performance The highlights of Consolidated Financial Results of your Company and its Subsidiaries are as follows: Rs . Lacs Consolidated 2015 2014 Turnover / Income from operations 8757.31 6,319.53 Exchange Fluctuation Gain/(Loss) (39.15) 378.33 Interest and finance charges 69.90 155.29 Profit after Tax (after Minority Interest adjustment) carried to Balance Sheet 341.19 12.68 The highlights of Financial Results of your Company as a Standalone entity are as follows: Rs . Lacs Stand Alone 2015 2014 Turnover / Income from operations 1805.12 1,212.99 Exchange Fluctuation Gain/(Loss) (38.54) 385.60 Interest and finance charges 46.26 85.67 Profit after Tax carried to Balance Sheet 272.04 31.57 BUSINESS OVERVIEW: During the financial year ended 31 March 2015, your company recorded revenues of Rs. 180.51 million as compared to Rs. 121.29 million in the previous financial year. The profit earned by the Company for the year was Rs. 27.20 million as compared to Rs. 3.2 million in 2014. A detailed discussion on the performance of your company, industry structure, threats, opportunities, risks, future outlook and strategy is given separately in the Management Discussion and Analysis (MDA) section, which forms a part of this Annual Report. DIVIDEND Keeping the Company''s growth plans in view, no dividend is being recommended by Board of Directors for the year. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES Your Company has five wholly owned subsidiaries and one subsidiary-cum-joint venture across the globe. The following table provides a list of all these Subsidiaries/Associates as on March 31, 2015: Name of Subsidiary/ Associate Country of Incorporation Info-Drive Software Inc. United States of America Info-Drive Systems Sdn. Bhd. Malaysia Info-Drive Software LLC-Subsidiary United Arab Emirates cum Joint Venture Info-Drive Enterprises Pte Ltd, Singapore (Formerly known as Info-Drive Software Pte. Ltd.) Info-Drive Software Limited Canada Infodrive Mauritius Limited Mauritius Infodrive Technologies Ltd. - Thailand Associate Company A statement containing the salient features of the financial statement of our subsidiaries in the prescribed form AOC 1 is provided as Annexure A to this Directors'' Report. The statement also provides the details of performance, financial position of each of the subsidiaries. INFODRIVE ENTERPRISES PTE. LTD. Infodrive Enterprises Pte. Ltd., is based in Singapore. It was incorporated in 2007 for providing Software development, Infrastructure Management Services, Systems Integration and dealing/trading of commodities. INFODRIVE MAURITIUS LIMITED Infodrive Mauritius Limited., is based in Mauritius. It was incorporated in 2008 to expand business in the country and provide business consulting and Information technology services for clients in various industries which includes Conventional & Islamic banking, financial services and telecom. INFO-DRIVE SOFTWARE INC. Info-Drive Software Inc is based in USA. It was incorporated in 2007 to expand business in the country with object of providing product design, development & customization solutions to Large technology Companies and caters to Pension Service Providers. INFO-DRIVE SOFTWARE LLC Info-Drive Software LLC is based in Dubai, UAE. It was incorporated in 2007. The Company is engaged in the activity of reselling packaged software and implementation, System Integration & Data Analytics Infrastructure Management Services. INFO-DRIVE SOFTWARE LIMITED Info-Drive Software Limited is based in Canada and it was incorporated in 2008 to provide IT Consulting Services. INFO-DRIVE SYSTEMS SDN. BHD. Info-Drive Systems Sdn. Bhd is based in Malaysia and it was incorporated in 1994 and became a subsidiary of InfoDrive in 2007. The Company is providing a complete range of business consulting and Information technology services for clients in industries include Conventional & Islamic banking, financial services and telecom. INFO DRIVE TECHNOLOGIES CO., LTD Info Drive Technologies Co., Ltd is based in Thailand and the Company is engaged in IT Consulting, Software Development, Hardware, System Integration and BPO Services. CAPITAL STRUCTURE: AUTHORISED CAPITAL: During the year under review, pursuant to the approval of the members at the Extra Ordinary General Meeting of the Company held on April 02, 2014 the Authorized Share Capital of the Company was increased from Rs 70,00,00,000 (Rupees Seventy crores) to Rs. 100,00,00,000 (Rupees One Hundred crores) divided into 10,00,00,000 Equity Shares of Rs. 10/- each. Foreign Currency Convertible Bonds (FCCBs). SUBDIVISION OF SHARES During the year, pursuant to the approval of the members at the 26th Annual General Meeting of the Company held on September 30, 2014 to the sub-division of the Equity Shares of the Company, each equity share of nominal face value of Rs. 10 (Rupees ten) each was sub-divided to 10 (ten) Equity Share of the face value of Re. 1 (Rupee one) each. The effective date for the said sub-division was December 26, 2015 (record date). The authorised equity share capital of the Company after sub- division of the face value of Equity Shares is Rs. 100,00,00,000 (Rupees One Hundred crores) divided into 100,00,00,000 Equity Shares of Re. 1/- each. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs): During the year, the Company has issued 91 Zero Coupon Foreign Currency Convertible Bonds of US$ 100,000 each due 2019 pursuant to Offering Circular dated December 12, 2014. The bonds are mandatorily convertible with Bondholders having an option to convert each bond into fully paid up equity shares of Re.1 each at the conversion price of Re.1 per share translated from US$ at the fixed exchange rate of Rs. 60.09 per US$ at any time up to the Close of Business on December 12, 2019 except during the ''closed period'' as defined in the Offering Circular. During the year under review, the Company has converted 18 FCCBs into 10,81,62,000 equity shares of Re.1 each in terms of conversion notices received from the Bondholders. As on March 31, 2015, 73 (Seventy Three) FCCBs are outstanding. ALLOTMENT OF SHARES:- During the year under review, the Company has allotted 10,81,62,000 equity shares consequent to the conversion notice(s) received from the Bondholders for conversion of the Foreign Currency Convertible Bonds (FCCB) for total value of US$ 1.8 million at a conversion price of Re.1 per share translated from US$ at the fixed exchange rate of Rs. 60.09 per US$, in accordance with the terms of the Offering Circular dated December 12, 2014 for issue of US$ 9.1 million unsecured Zero Coupon Foreign Currency Convertible Bonds. Consequently the paid up share capital of the Company has increased from Rs. 45,09,02,200 aggregating 45,09,02,200 equity shares of Re.1 each to Rs. 55,90,64,200 aggregating 55,90,64,200 equity shares of Re.1 each. The Company has received approval from BSE Limited for listing and dealing of all the above Equity Shares of the Company. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE There were no material changes and commitments affecting the financial position between the end of the Financial Year and the date of this Report. FIXED DEPOSITS In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any fixed deposits during the year under review AUDITORS: STATUTORY AUDITORS The Members of the Company at the Annual General Meeting of the Company held on September 30, 2014 appointed M/s. K. S. Reddy Associates, Chartered Accountants (Firm Registration No. 009013S) as the Statutory Auditor of the Company to hold such office till the conclusion of the Annual General Meeting in the calendar year 2017. M/s. K. S. Reddy Associates has confirmed their eligibility and willingness to accept office, if appointment is ratified by the Members of the Company. Further, in terms of the Clause 41(1)(h) of the Listing Agreement, the statutory auditors of your Company are subjected to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI). M/s. K. S. Reddy Associates has confirmed that they hold a valid certificate issued by ''Peer Review Board'' of ICAI; and have provided a copy of the said certificate to your Company for reference and records. The ratification of appointment of Statutory Auditors is subject to the approval of the Members of the Company. Your Directors propose ratification of appointment of M/s. K. S. Reddy Associates as the Statutory Auditor of your Company. The observation in the Auditors'''' Report (in italics) are followed by appropriate reply and explanation (in bold) as under. a) As certified by the management the financial statements of Technoprism LLC being the subsidiary company of Info-Drive Software Inc., USA are not made available and hence not included in the consolidated financial statements. In the absence of any financial information non provision for diminution in value of investments, if any, I am unable to quantify the effect of such non provision on the value of investments and the net worth of the respective companies. In view of revival of operations of Subsidiary, provision for diminution in value of investments as per the requirements of Accounting Standard -13 (Accounting for Investments) is not considered necessary and hence not made. b) Confirmation of balances in respect of the subsidiary companies that have been incorporated in the consolidated financial statements of the Company have not been obtained and completely relied upon the information and explanations provided by the management as audited financial statements of these entities as at 31st March 2015 were not available. Audit is not mandatory to our overseas subsidiaries according to the legal provisions of respective host countries. Hence, the Audited Financial Statements are not made available c) According to the information and explanations given to me and in accordance with the provisions of the Companies Act, 2013, the Annual e-filing forms and event based forms with regards to increase in authorised share capital, sub-division of equity shares of the company, allotment of Foreign Currency Convertible Bonds (FCCBs) and allotment of equity shares consequent upon conversion of FCCBs were pending filing as on 31st March 2015. The Company is taking all necessary steps to file the same. Secretarial Auditor Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed S. Hari Krishnan, (Membership No.29583, COP.1374Q) Practising Company Secretary as the Secretarial Auditor of the Company for the financial year 2014-15. Accordingly, the Secretarial Auditor has given his report, which is annexed hereto as Annexure B. The comments of the Board on the observations of the Secretarial Auditor are given after Annexure B above. Internal Auditor Mr. ANL Madhavann, CFO of the Company has been appointed as Internal Auditor to carry out the Internal Audit of various operational areas of the Company for the financial year ended March 31, 2015. Board Meetings The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. Directors and Key Managerial Personnel In the last Annual General Meeting, Mr. V N Seshagiri Rao, (DIN:00338930) Mr. Jaffer Sadiq Ameer (DIN:06523268) and Mr. Framed Manoharlal Jain (DIN:0271 1 188) were appointed as Independent Directors on the Board of the Company. The appointment of all the 3 (Three) Independent Directors was made for a period of 5 (Five) consecutive years for a term up to conclusion of the 31st Annual General Meeting to be held in the calendar year 2019, Pursuant to the provisions of the Companies Act, 2013, they are not liable to retire by rotation. During the year under review, N. Viswanathan, Independent Director and Mr. K. Chandrasekaran, Non Executive Director stepped down from the Board. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by them to the Board and the Company during their tenure as Directors. Ms. Lakshmi Sankarakrishnan (DIN:02576900) was appointed as an Additional Director (Independent) on the Board with effect from March 31, 2015. We seek your confirmation for appointment of Ms. Lakshmi Sankarakrishnan as Independent Director for a term of one year i.e. from September 30, 2015 to September 30, 2016 respectively on non-rotational basis. Ms. Smitha Iyer (DIN:02535610) was appointed as Additional Director on the Board with effect from March 31, 2015. We seek your confirmation for appointment of Ms. Smitha Ramachandran as Non Executive Director liable to retire by rotation. At present, your Company has 6 (Six) Non-Executive Directors out of which 4 (Four) are Independent Directors pursuant to the provisions of the Clause 49 of the Listing Agreement. Pursuant to Section 149 of the Companies Act, 2013, every listed company shall have at least one- third of its total strength of the Board of Directors as Independent Directors. Based on the present composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement. In terms of Section 152 of the Companies Act, 2013 and pursuant to Articles of Association of your Company, Mr. ANL Madhavann, Director is liable to retire by rotation at the Twenty-Seventh Annual General Meeting. At the Board Meeting held on May 13, 2014, Mr. A.S. Giridhar, as Manager, Mr. ANL Madhavann as Chief Financial Officer and Mr. Ajay K Mehta as Company Secretary were designated as Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Subsequent to the financial year, Mr. A S Giridhar was appointed as Chief Financial Officer of the Company in place of Mr. ANL Madhavann w.e.f 29th May 2015. In terms of the Listing Agreement, the Company conducts the Familiarization Program for Independent Directors about their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the company, etc., through various initiatives. The details of the same can be found at: http://infodriveservices.com/investors/pdfs/pdfs/Policy_Committee_New/ FAMILIARIZEPOLICY FOR INDEPENDENT DIRECTORS.pdf Independent Directors The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence. Separate Meeting of Independent Directors was held on February 13, 2015. Committees of the Board During the year under report, the Board of Directors of your Company reconstituted the Committees of the Board. The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report. 1. Audit Committee The details pertaining to the composition, terms of reference, etc. of the Audit Committee of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time. 2. Nomination and Remuneration Committee The Board of Directors at its meeting held in May 2014 named this Committee as the Nomination and Remuneration Committee for the purpose of provisions under the Companies Act, 2013 with respect to the terms of the Nomination and Remuneration Committee of the Company covered under the statutory terms of the Nomination and Remuneration Committee. The details pertaining to the composition, terms of reference, etc. of the Nomination and Remuneration Committee of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. 3. Stakeholders Relationship Committee The details pertaining to the composition, terms of reference, etc. of Stakeholders Relationship Committee of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. 4. Issue Management Committee The details pertaining to the composition, terms of reference, etc. of Issue Management Committee of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. Institutional Holding As on March 31, 2015, the total institutional holding in your Company stood at 44.14 % of the total share capital. Particulars required as per Section 134 of the Companies Act, 2013 As per Section 134 of the Companies Act, 2013, your Company has provided the Consolidated Financial Statements as on March 31, 2015. Your Directors believe that the consolidated financial statements present a more comprehensive picture as compared to standalone financial statements. These documents will also be available for inspection during the business hours at the Registered Office of your Company and the respective subsidiary companies. A statement showing financial highlights of the subsidiary companies is attached to the consolidated financial statements. The Annual Report of your Company though does not contain full financial statements of the subsidiary companies, your Company will make available the annual accounts and related information of the subsidiary companies, upon request by any Member of your Company. Consolidated Financial Statements Consolidated financial statements of your Company and its subsidiaries as at March 31, 2015 are prepared in accordance with the Accounting Standard 21 (AS - 21) on ''Consolidated Financial Statements'' issued by the Institute of Chartered Accountants of India, and form part of this Annual Report. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company''s Subsidiaries'', Associates'' and Joint Ventures (in Form AOC-1) is as Annexure A. The Policy for determining material subsidiaries of the Company is available on the Company''s website at http://infodriveservices.com/investors/pdfs/pdfs/Policy_ Committee_New/POLICY FOR MATERIAL SUBSIDIARYpdf Particulars of Loans given, Guarantees given and Investments made Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. Related Party Transactions The Policy to determine materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors is available on the Company''s website at http://infodriveservices.com/investors/pdfs/pdfs/Policy_Committee_New/ POLICY FOR RELATED TRANSACTIONS.pdf During the year under review, the Company had not entered into any material transaction with any party who is related to it as per the Companies Act, 2013. There were certain transactions entered into by the Company with its foreign subsidiaries and other parties who are related within the meaning of Accounting Standard (AS - 18). Attention of Members is drawn to the disclosure of transactions with such related parties set out in Note No. L of the Standalone Financial Statements, forming part of this Annual Report. The Board of Directors confirms that none of the transactions with any of related parties were in conflict with the Company''s interest and all transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year ended on 31.03.2015 were in the ordinary course of business and on basis of arms length pricing and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in form AOC 2 is not applicable. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company''s long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries. Adequacy of Internal Financial Controls The Board is responsible for establishing and maintaining adequate internal financial control as per section 134 of the Companies Act, 2013. The Board has laid down policies and processes in respect of internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business including adherence to the Company''s policies, safeguarding of the assets of the Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information. Code of Conduct The Code of Conduct as approved by the Board of Directors is available on the Company''s website at http://infodriveservices.com/investors/ pdfs/pdfs/Policy_Committee_New/CODE OF CONDUCT.pdf Extract of Annual Return Pursuant to the provisions of the Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual return of the Company for the financial year ended on March 31, 2015 is provided in the Annexure C to the Directors'' Report. Corporate Governance A separate section on Corporate Governance with a detailed compliance report as stipulated under the Listing Agreement and any other applicable law for the time being in force forms an integral part of this Report. Management Discussion and Analysis Report on Management Discussion and Analysis as stipulated under the Listing Agreement and any other applicable law for the time being in force based on audited, consolidated financial statements for the financial year 2014-15 forms part of this Annual Report. Conservation Of Energy, Research and Development (R&D), Technology Absorption and Foreign Exchange Earnings & Outgo (A) Conservation of energy The nature of your company''s operations is not energy intensive. Your company believes that it forms part of the duty to save energy and also install necessary apparatus which will help conserve energy. Your company''s computer terminals, air conditioning systems, lighting and utilities are modern technology-enabled to facilitate the optimal use of energy and power. (B) Research and Development (R&D) Your company is actively engaged in the research and development of IT Consulting Services. Your company''s management team performs an end-to-end function by acting as the sounding board and mentors for the R & D team to develop their ideas to facilitate market launch. The teams will develop a unique approach and strengthen our positioning through tools, frameworks and methodologies to provide value-added services to clients. (C) Technology absorption Your company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavour to obtain and deliver the best, our company entered into alliances with major global players in the industry to harness and tap the latest and the best of technology in its field, upgrade itself in line with latest technology globally and deploy / absorb technology wherever feasible, relevant and appropriate. Your company also attached tremendous importance to indigenous development and technology up gradation through its extensive Research and Development operations. The benefits derived from these processes are phenomenal and improved the quality of your company''s world-class services. (D) Foreign Exchange Earnings and Outgo The particulars of foreign exchange earnings and outgo, based on actual inflows and outflows are as follows: Rs . Lacs Particulars March 31, 2015 March 31, 2014 Earnings Nil 34.06 Outgo Nil 2.62 Directors Responsibility Statement The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of section 134 state 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; and (e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Explanation.-For the purposes of this clause, the term internal financial controls means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information; (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. Details of Policy Developed and Implemented By the Company on Its Corporate Social Responsibility Initiatives The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. vigil Mechanism (whistle Blower Policy) The details of the vigil mechanism (whistle blower policy) are given in the Report on Corporate Governance forming part of this Annual Report. The Company has uploaded the policy on its website at http://infodriveservices.com/investors/pdfs/pdfs/Policy_Committee_New/ POLICY FOR WHISTLE BLOWER.pdf Risk Management Policy Report on Risk Management based on the risk management policy developed and implemented by the Company for the financial year 2014-15 forms part of this Annual Report. Performance Evaluation of the Board, its Committees and Directors The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors including Independent directors pursuant to the provisions of the Act under and Companies Act 2013 as per the criteria laid down .Evaluation of Independent Directors has been done by entire Board as per Schedule IV of the Companies Act 2013. In pursuance of Clause 49 of the Listing Agreements (Clause 49) the Board shall monitor and review entire Board evaluation framework. In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. Criteria for evaluation of Director * Leadership initiative * Initiative in terms of new ideas and planning for the Company * Professional skills, problem solving, and decision-making * Compliance with policies of the Company, ethics, code of conduct, etc. * Reporting of frauds, violation etc. * Safeguarding of interest of whistle blowers under vigil mechanism * Timely inputs on the minutes of the meetings of the Board and Committee, if any Criteria for evaluation of Independent Director * Attendance and participations in the meetings * Raising of concerns to the Board * Safeguard of confidential information * Rendering independent, unbiased opinion and resolution of issues at meetings * Initiative in terms of new ideas and planning for the Company * Safeguarding interest of whistle-blowers under vigil mechanism * Timely inputs on the minutes of the meetings of the Board and Committee''s, if any Criteria for evaluation of Board /Committee * The Board of Directors /Committee members of the company is effective in decision making * The Board of Directors /Committee members are effective in developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities. * The Board of Directors /Committee members review the organization''s performance in carrying out the stated mission on a regular basis. * The Board of Directors /Committee members are effective in providing necessary advice and suggestions to the company''s management. * Are the Board of Directors /Committee members as a whole up to date with latest developments in the regulatory environment and the market? * Board meetings/Committee Meetings are conducted in a manner that encourages open communication, meaningful participation, and timely resolution of issues etc * The Board/Committee oversees the role of the independent auditor from selection to termination and has an effective process to evaluate the independent auditor''s qualifications and performance. Details of the Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as follows: Rs. Lacs Remuneration % increase in S # Name of Director/ of KMP for Remuneration in KMP and Designation FY 2014-15 the FY 2014-15 1 A S Giridhar 3 N.A. 2 ANL Madhavann 19.8 N.A. 3 Ajay K Mehta 6 N.A. Total 28.8 - Ratio of Comparison of the remuneration remuneration of S # Name of Director/ of each\KMP to the KMP against the KMP and Designation median performance of the remuneration of Company employees 1 A S Giridhar 3.69 Profit Before tax 2 ANL Madhavann 6.09 increased by 308 % and Profit after tax 3 Ajay K Mehta 1.85 increased by 761.7 % during FY 2014-2015 Total During the financial year 2014-15, none of the Directors was drawing any remuneration except sitting fees. During the financial year 2014-15, there was no increase in the remuneration of Key Managerial Personnel(s) and Employees. Hence, the ratio of their remuneration is not provided. The median remuneration of employees of the Company during the financial year 2014-15 was 3.25 Lakhs p.a. As on March 31, 2015, there were 139 permanent employees who were on the roll of the Company (on consolidated basis). Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: The total remuneration of the Key Managerial Personnel(s) is Rs. 28.8 Lakhs in 2013-14 and Rs. 28.8 Lakhs in 2014-15 whereas Profit after Tax increased by 761.7 % from Rs.31.57 Lakhs in 2013-14 to. Rs.272.04 in 2014-15. Variations in the Market Capitalization of the Company. The Market Capitalization as on 31st March, 2015 stood at Rs.3246.49 Lakhs (Rs.2782.60 Lakhs 31st March, 2014) Price Earnings Ratio of the Company as on 31st March 2015 Rs.0.05 as compared to 0.07 as on 31st March 2014 Market Quotation % decreased compared on 31.03.2014 was 38.3 % compared IPO issue price. Market Quotation % decreased compared on 31.03.2015 was 0.28 %compared IPO issue price. The key parameters for the variable component of remuneration availed by the KMPs are considered by the Board of Directors based on recommendations of Nomination and Remuneration Committee and as per the Remuneration Policy for Key Managerial Personnel and other employees. During the financial year 2014-15, none of the Directors was drawing any remuneration. Hence, the ratio of their remuneration to the remuneration of highest paid director is not provided. It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees. No employee throughout the financial year was in receipt of remuneration of Rs. 60 Lakhs p.a. or more, or employed for part of the year and in receipt of Rs. 5 Lakhs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Listing with the Stock Exchanges The Equity Shares of the Company are listed on BSE Limited (BSE) and Madras Stock Exchange Limited (MSE). Listing fees for 2014-15 have been paid to BSE The Equity Shares of the Company were permitted to be traded and admitted to dealing on National Stock Exchange of India Limited (NSE) w.e.f. January 08, 2010 under Permitted Category by virtue of its listing on Madras Stock Exchange Limited (MSE). In terms of SEBI Circular dated May 22, 2014, MSE has been derecognized and consequently the trading permission of the Company''s Shares on NSE has been withdrawn by NSE vide circular dated January 06, 2015 with effect from January 30, 2015. Secretarial Standards The Company will comply with the Secretarial Standards as and when they are made effective. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place an Anti Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committee(s) (ICC) has been set up to redress complaints received regarding sexual harassment. During the year, there was no case of anti-harassment reported to the Committee(s). Other Matters Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under report: 1. No KMP of the Company receives any remuneration or commission from any of its subsidiaries. 2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operations in future. ACKNOWLEDGEMENTS The Directors are thankful to the Members and Investors for their confidence and continued support. The Directors are grateful to the Central and State Government, Stock Exchanges, Securities & Exchange Board of India, Reserve Bank of India, Software Technology Parks of India, Banks, Lenders, FCCB holders and last but not the least, its trusted clients for their continued support. The Directors would like to express their gratitude for the profuse support and guidance received from alliance partners and vendors. The Directors would also like to express their sincere thanks and appreciation to all the employees across the globe for their commendable work and professionalism. For and on behalf of the Board of Directors Sd/- Sd/- v. N. Seshagiri Rao Pramod Manoharlal Jain Director Director DIN 00338930 DIN 02711188 Date: May 29, 2015 Place: Chennai

Director’s Report