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Directors Report of Bodhtree Consulting Ltd.

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the Thirty Sixth Annual Report of Bodhtree Consulting Limited (the âCompanyâ or âBodhtreeâ) on the business and operations and the Audited Accounts for the financial year ended 31 March, 2018, together with the Auditorsâ Report thereon. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Summary:

Your Companyâs results (Standalone) for the year in comparison with the previous year are given below in a summarized format:

Particulars	2017-18	(Re. in Lakhs) 2016-17
Income from Operations	11449.51	7876.16
Other Income	22.95	87.62
Total Income	11472.46	7963.79
Operating Expenditure	10235.25	7397.32
Profit before depreciation & Tax	1237.21	566.46
Depreciation	579.28	120.39
Operating Profit	657.93	446.07
Prior Period & Exceptional Items	0	0
Profit before Tax & Extra-Ordinary Items	657.93	446.07
Extra-ordinary Items	0	0
Tax Expense / (Reversal)	214.98	162.12
Profit (Loss) after tax	442.95	283.96
Other Comprehensive Income	(12.20)	(7.87)
Total Comprehensive Income	430.75	276.09

2. Companyâs Performance:

During the year under review the Company reported a total income of Re. 11472.46 Lakhs against Re. 7963.79 Lakhs in the previous year. The Operating profit amounted to Re. 657.93 Lakhs as against operating profit of Re. 446.07 Lakhs in the previous year. The Company reported profit primarily due to the measures brought in by the management to reduce operational costs without compromising the ability to earn and grow further.

3. General Reserve:

The Company has not proposed to transfer any amount to the general reserve for the Financial Year ended 31 March, 2018.

With the proposed final dividend, the dividend for FY 2017-18 would be Re. 0.75 per fully paid-up equity share of Re. 10/- each (7.5% of the paid-up value) as against the total dividend of Re. 0.50 per equity share (5% of the paid-up value) declared in the previous year 2016-17.

The total dividend outgo would amount to Re. 1.80 crores (including Corporate Dividend Tax), a payout of 41.82 % of total comprehensive income of the Company for the financial year 2017-18.

Pursuant to the provisions of Section 124 of the Companies Act 2013, the Details of unpaid/unclaimed dividends lying with the Company as on the last Annual General Meeting of the Company is available on the website of the Company i.e. www.bodhtree.com under investors section. Shareholders are requested to ensure that they claim the dividend(s) from the Company before transfer to the Investor Education and Protection Fund. The seven year period of âUnpaid and Unclaimed dividend for the year 2016-117â which amounts to Re. 11,49,066/- (Rupees Eleven Lakhs Forty Nine Thousand and Sixty Six only) expires on 26 August, 2024 and the same will be transferred to the âInvestor Education and Protection Fundâ.

Members holding shares in electronic form may note that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars and Transfer Agents, Venture Capital and Corporate Investments Private Limited (âVenture Capitalâ) cannot act on any request received directly from the members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the concerned Depository Participant by the members.

5. Share Capital:

The Paid-up Share Capital of the Company as on 31 March, 2018 is Re. 19,95,82,360/-.

During the year under review, the Company had converted 2425938 - 0.001% Compulsory Convertible Preference Shares on 26 April, 2017 in to 1912069 fully paid up equity shares of the Company and consequently the Paid-up Share Capital of the Company changed to Re. 19,95,82,360. As on 31 March, 2018 there are no outstanding convertible preference shares.

6. Listing of Companyâs Equity Shares:

The Companyâs Equity shares are listed with M/s. BSE Limited (Stock Exchange), Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001.

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2018-19 on 01 June, 2018.

7. Change in the Nature of Business:

There is no change in the nature of the business of the Company during the year under review.

The Company holds more than 20% of total share capital of two other Companies which are M/s. Learnsmart India Private Limited and M/s. Pressmart Media Limited. But there was no Significant Influence shown by the Company on affairs of those Companies. There were no significant and material transactions with those Companies during the period under review. Management of the Company is different from that of those two Companies. Details in this regard are mentioned in Form No. MGT-9 (Extract of Annual Return) which can be accessed at the companyâs website www.bodhtree.com under investors section.

As per the provisions of Section 129(3) of the Companies Act, 2013 (the Act) read with Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Subsidiary in Form AOC-1 is enclosed as Annexure - IV to this Report.

Performance and financial position of each of the subsidiaries, associates and joint ventures:

As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies of the Company is enclosed as Annexure - IV to this Report.

9. Management Discussion and Analysis:

The Management Discussion and Analysis forms an integral part of this Report and enclosed as Annexure - I and gives details of the overall industry structure, developments, performance and state of affairs of the Companyâs business, internal controls and their adequacy, risk management systems and other material developments during the financial year.

10. Extract of Annual Return:

As provided under section 92(3) of the Act, the extract of annual return is enclosed as Annexure - II in the prescribed Form No. MGT-9, which forms part of this report and also can be accessed at the companyâs website www.bodhtree.com under investors section.

11. Directorâs Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i) In preparation of annual accounts for the financial year ended 31^st March 2018 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March 2018 and of the profit and loss of the Company for the year;

v) 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; and

vi) 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2017-18.

12. Statement on Declaration given by Independent Directors under Section 149(6):

The independent directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Act stating that they meet the criteria of independence as provided in Section 149(6) of the Act.

13. Details of Directors or Key Managerial Personnel:

During the year, Mr. Kommineni Srinivasa Rao resigned as a Director from the Board of Directors of the Company w.e.f. 25 May, 2017 due to his preoccupations. The Board places on record its sincere appreciation for Mr. Kommineni Srinivasa Rao value addition contributions and fruitful association with the Company and thanks him for providing valuable guidance to the Company during his tenure.

Dr. Krishnan Jayaraman has vacated the office of Directorship w.e.f. 11 May, 2017 due to the reason envisaged in Section 167 (1) (b) of the Companies Act, 2013 i.e. he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board.

During the year, Mr. Sanjiv Gupta, was re-appointed on retirement by rotation as Non-executive Non-Independent Director by the Members at the 35^th Annual General Meeting held on 22 July, 2017.

In accordance with the provisions of Act and the Articles of Association of the Company, Mrs. Lakkimsetti Muneashwari will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment.

The aforesaid appointment/re-appointment of Director/s are subject to your approval.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are - Mr. L N Rama Krishna, Managing Director; Mr. Prabhakar Rao Kallur, Chief Financial Officer and Mr. Srikanth Reddy Kolli, Company Secretary. There has been no other changes in the key managerial personnel during the year under review.

14. Number of meetings of the board:

6 (Six) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

15. Board Evaluation:

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors held on 14 February, 2018, performance of nonindependent 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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Criteria for Performance Evaluation:

a. Ability of the candidates to devote sufficient time and attention to his professional obligations as Independent Director for informed and balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.

c. Bringing objectivity and independence of view to the Boardâs discussions in relation to the Companyâs strategy, performance, and risk management

d. Statutory Compliance and ensuring high standards of financial probity and Corporate Governance

e. Responsibility towards requirements under the Companies Act, 2013, Responsibilities of the Board and accountability under the Directorâs Responsibility Statement.

16. Policy on directorsâ appointment and remuneration and other details:

The Companyâs policy on directorsâ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

17. Committees of Board:

Your Company has the following committees namely:

1. Audit Committee

2. Compensation Committee

3. Stakeholderâs Relationship Committee

4. Risk Management Committee

The constitution of all the committees are as per the Companies Act, 2013 and SEBI Listing Regulations. The details of the Constitution are mentioned in Corporate Governance Report, which forms part of this Report.

18. Corporate Governance Report:

Your Company has complied with the requirements of Regulation 17(7), 72 of SEBI (LODR) Regulations, 2015 read with Schedule II & V therein and the Corporate Governance Report including Auditorâs Certificate on compliance with the conditions of Corporate Governance specified in Schedule V(E) is enclosed as Annexure- VII to this report.

19. Consolidated Financial Statements:

The consolidated financial statements prepared and annexed in accordance with the Accounting Standards 21 and 23 as prescribed under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014 and Guidelines issued by Securities and Exchange Board of India (âSEBIâ) also forms part of this Report.

As per the provisions of Section 136 of the Act, the Company will place separate audited accounts of its subsidiaries on its website www.bodhtree.com and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request.

20. Internal financial control systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Various Audit Systems in the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the audit reports, Company undertakes corrective actions in respective areas and strengthens the control. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board periodically.

The Board of Directors of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding 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. The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

21. Auditors:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. N K R &Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the thirty second annual general meeting (AGM) of the Company held on 23 December, 2014 till the conclusion of the thirty seven AGM to be held in the year 2019, subject to ratification of their appointment at every AGM.

22. Auditorsâ report:

The auditorsâ report does not contain qualifications, reservations or adverse remarks since the adoption of Ind AS from the F.Y. 2017-18.

23. Directorsâ Responses on the Qualifications made by the Auditors:

The auditorsâ report does not contain qualifications, reservations or adverse remarks since the adoption of Ind AS from the F.Y. 2017-18.

24. Secretarial Auditor Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P. S. Rao & Associates, Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial audit of the Company for the financial year ended 31 March, 2018.

The Secretarial Audit Report issued by M/s. P. S. Rao & Associates, Practicing Company Secretaries in Form No. MR-3 is enclosed as Annexure - VIII to this Annual Report.

The Secretarial Audit Report does not contain any material qualifications, reservations or adverse remarks except the delayed compliances as required by the various statutes applicable to the Company during period under review.

25. Internal Auditors:

The Board of Directors of the Company have appointed M/s. Srinivas & Poorna, Chartered Accountants as Internal Auditors to conduct the Internal Audit of the Company for the Financial Year ended 31 March, 2018.

26. Risk management:

The board of directors of the Company has voluntarily formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy and various risks, including the risks associated with the economy, regulations, competition, foreign exchange, interest rate etc., are documented, monitored and managed efficiently.

27. Corporate Social Responsibility (CSR):

During the year under review, the Company does not fall under the purview of provisions of section 135 read with Schedule VII of the Companies Act, 2013. Hence the Company has not made any contributions towards CSR Activities.

28. Particulars of loans, guarantees and investments:

The particulars of loans, guarantees and investments have been disclosed in the financial statements, being a part of this Annual Report.

29. Deposits from public:

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

30. Transactions with related parties:

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - V in Form No. AOC-2 and the same forms part of this report.

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website www.bodhtree.com.

31. Vigil Mechanism:

In pursuant to the provisions of section 177 (9) & (10) of the Act, and SEBI Listing Regulations, a Vigil Mechanism for directors and employees to report genuine concerns has been established. Protected disclosures can be made by a whistle blower to the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Companyâs website www.bodhtree.com.

32. Remuneration ratio of the directors/ Key Managerial Personnel/ Employees:

Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Annexure- III which is enclosed to this Board Report.

33. Particulars of Employees:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of abovementioned annexure - III. A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of abovementioned annexure - III which is enclosed to this Boardâs Report.

34. Conservation of energy, Technology absorption, Foreign exchange outgo:

The particulars as required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013, read with rule 8 of Companies (Accounts) Rules, 2014, are given to the extent applicable by way of Annexure - VI.

35. Human Resources:

The industrial relations of the Company continued to be harmonious during the year under review.

36. Employees Stock Options Scheme:

The Board in its Meeting held on 14 November, 2016 has approved BCL ESOP-2016 policy to its Employees with 10 Lakh fully paid-up Equity Shares, which were approved by the shareholders in the Annual General Meeting held on 30 September, 2016. The in-principle approval for the said 10 lakh options was obtained from BSE on 04 January 2017. The Company did not grant any options to its employees during F.Y. 2017-18. The details of Employees Stock Options pursuant to section 62 of the Companies Act, 2013 read with Rules made thereunder; and SEBI (Share Based Employee Benefits) Regulations, 2014 and erstwhile SEBI (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided as Annexure - IX to this Report.

37. General:

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 review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

d. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.

Your Directors further state that during the year under review, there were no cases filed/registered pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. Acknowledgement:

The directors thank the Companyâs employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the governments of various countries, Government of India, governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member of the Bodhtree family.

For and on behalf of the Board

For Bodhtree Consulting Ltd

Place: Hyderabad

Date: 30 May, 2018 L N Rama Krishna. K Rajesh

Managing Director Director

DIN: 03623543 DIN: 02727491

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the Thirty Fifth Annual Report of Bodhtree Consulting Limited (the "Company" or "Bodhtree") on the business and operations and the Audited Accounts for the financial year ended 31 March, 2017, together with the Auditors'' Report thereon. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Summary:

Your Company''s results (Standalone) for the year in comparison with the previous year are given below in a summarized format:_

Particulars	2016-17	(Rs. in Lakhs) 2015-16
Income from Operations	7876.16	4621.37
Other Income	87.07	150.71
Total Income	7963.23	4772.08
Operating Expenditure	7412.28	4516.78
Profit (Loss) before depreciation & Tax	550.95	255.30
Depreciation	120.39	127.09
Operating Profit (Loss)	430.56	128.21
Prior Period & Exceptional Items	0	0
Profit before Tax & Extra-Ordinary Items	430.56	128.21
Extra-ordinary Items	0	0
Tax Expense / (Reversal)	163.83	(48.87)
Profit (Loss) after tax	266.73	177.08

2. Company''s Performance:

During the year under review the Company reported a total income of Rs. 7963.23 Lakhs against Rs. 4772.08 Lakhs in the previous year. The Operating profit amounted to Rs. 430.56 Lakhs as against operating profit of Rs. 128.21 Lakhs in the previous year. The Company reported profit primarily due to the measures brought in by the management to reduce operational costs without compromising the ability to earn and grow further.

3. General Reserve:

The Company has not proposed to transfer any amount to the general reserve for the Financial Year ended 31 March, 2017.

4. Dividend

The Board of Directors of the Company at its meeting held on 11 May, 2017 have recommended a final dividend @ 5% on the paid up Equity share capital of the Company i.e., Rs. 0.50 per Equity share on face value of Rs. 10 each, subject to the approval of shareholders in the ensuing Annual General Meeting.

5. Share Capital:

The Paid-up Share Capital of the Company as on 31 March, 2017 is Rs. 20,47,21,050.

During the year under review, the Company had converted 625000 - 0.001% Compulsory Convertible Preference Shares on 30 May, 2016 in to 500000 fully paid up equity shares of the Company and consequently the Paid-up Share Capital of the Company changed from Rs. 20,59,71,050 to Rs. 20,47,21,050. As on 31 March, 2017 there are 2425938 - 0.001% CCPS outstanding which shall be converted to the Equity on or before 26 April, 2017.

6. Listing of Company''s Equity Shares:

The Company''s Equity shares are listed with M/s. BSE Limited (Stock Exchange), Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001.

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2017-18.

7. Change in the Nature of Business:

There is no change in the nature of the business of the Company during the year under review.

8. Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, the Company is having one wholly owned subsidiary Company in the name and style of M/s. Bodhtree Human Capital Private Limited which is engaged in the business of staff augmentation and related service sector. The subsidiary Company did not commence business during the F.Y. 2016-17.

Performance and financial position of each of the subsidiaries, associates and joint ventures: As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies of the Company is enclosed as Annexure - IV to this Report.

9. Management Discussion and Analysis:

The Management Discussion and Analysis forms an integral part of this Report and enclosed as Annexure - I and gives details of the overall industry structure, developments, performance and state of affairs of the Company''s business, internal controls and their adequacy, risk management systems and other material developments during the financial year.

10. Extract of Annual Return:

As provided under section 92(3) of the Act, the extract of annual return is given in Annexure - II in the prescribed Form No. MGT-9, which forms part of this report.

11. Director''s Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i) In preparation of annual accounts for the financial year ended 31^st March 2017 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March 2017 and of the profit and loss of the Company for the year;

iii) The Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a ''going concern'' basis;

v) 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; and

vi) 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2016-17.

12. Statement on Declaration given by Independent Directors under Section 149(6):

13. Details of Directors or Key Managerial Personnel:

Mr. Nimmagadda Sriram resigned as a Director from the Board of Directors of the Company on 04^th November 2016 due to his preoccupations. The Board places on record its sincere appreciation for Mr. Nimmagadda Sriram value addition and fruitful association with the Company and thanks him for providing valuable guidance to the Company during his tenure.

During the year, upon the recommendation of Nomination and Remuneration Committee, Mr. Kommineni Srinivasa Rao was appointed as Additional Director (Non-Executive Independent) of the Company by the Board at its meeting held on 14 November, 2016 pursuant to Section 161 of the Act, read with Articles of Association of the Company and holds office up to the date of this AGM. Mr. Kommineni Srinivasa Rao resigned as a Director from the Board of Directors of the Company w.e.f. 25 May, 2017 due to his preoccupations. The Board places on record its sincere appreciation for Mr. Kommineni Srinivasa Rao value addition contributions and fruitful association with the Company and thanks him for providing valuable guidance to the Company during his tenure.

During the year, Mrs. Muneashwari Lakkimsetti, who was appointed as Non-executive Non Independent Women Director on the Board of the Company on 14 November 2015 was regularized as Director by the Members in 34^th Annual General Meeting held on 30 September, 2016.

Dr. Krishnan Jayaraman has vacated the office of Directorship w.e.f. 11 May, 2017 due to the following reason envisaged in Section 167 (1) (b) of the Companies Act, 2013 i.e. he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board.

In accordance with the provisions of Act and the Articles of Association of the Company, Mr Sanjiv Gupta will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The aforesaid appointment/reappointment of Director/s are subject to your approval.

14. Number of meetings of the board:

5 (Five) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

15. Board Evaluation:

In a separate meeting of independent directors held on 19 January, 2017, 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 nonexecutive 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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Criteria for Performance Evaluation:

a. Ability of the candidates to devote sufficient time and attention to his professional obligations as Independent Director for informed and balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.

c. Bringing objectivity and independence of view to the Board''s discussions in relation to the Company''s strategy, performance, and risk management

d. Statutory Compliance and ensuring high standards of financial probity and Corporate Governance

e. Responsibility towards requirements under the Companies Act, 2013, Responsibilities of the Board and accountability under the Director''s Responsibility Statement.

16. Policy on directors'' appointment and remuneration and other details:

The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

17. Committees of Board:

Your Company has the following committees namely:

1. Audit Committee

2. Compensation Committee

3. Stakeholder''s Relationship Committee

4. Risk Management Committee

18. Corporate Governance Report:

Your Company has complied with the requirements of Regulation 17(7), 72 of SEBI (LODR) Regulations, 2015 read with Schedule II & V therein and the Corporate Governance Report including Auditor''s Certificate on compliance with the conditions of Corporate Governance specified in Schedule V(E) is enclosed as Annexure- VII to this report.

19. Consolidated Financial Statements:

As per the provisions of Section 136 of the Act, the Company will place separate audited accounts of its subsidiaries on its website www.bodhtree.com and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request.

20. Internal financial control systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

21. Auditors:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. Nisar & Kumar, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the thirty second annual general meeting (AGM) of the Company held on 23 December, 2014 till the conclusion of the thirty seven AGM to be held in the year 2019, subject to ratification of their appointment at every AGM.

22. Auditors'' report:

The auditors'' report does contain qualifications, reservations or adverse remarks which are mentioned in the Auditors report and which forms part of this Annual Report.

23. Directors'' Responses on the Qualifications made by the Auditors:

The Board of Directors is of the view that the provision for diminution in the value of investments will be made based on the assessment given by the expert Valuer and hence notable estimate the impact currently. The Board of Directors is confident of collecting the receivables and hence no estimation has been made. The Board of Directors is resorting to various measures to recover the outstanding debt balances and to settle statutory dues.

24. Secretarial Auditors Report :

The Secretarial Audit Report issued by M/s. P. S. Rao & Associates, Practicing Company Secretaries in Form No. MR-3 is enclosed as Annexure - VIII to this Annual Report.

25. Internal Auditors:

26. Risk management:

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

27. Corporate Social Responsibility (CSR):

28. Particulars of loans, guarantees and investments:

The particulars of loans, guarantees and investments have been disclosed in the financial statements, being a part of this Annual Report.

29. Deposits from public:

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

30. Transactions with related parties:

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website www.bodhtree.com.

31. Vigil Mechanism:

32. Remuneration ratio of the directors/ Key Managerial Personnel/ Employees

33. Particulars of Employees:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Annexure - III. A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Annexure - III which is enclosed to this Board''s Report.

34. Conservation of energy, Technology absorption, Foreign exchange outgo:

35. Human Resources:

The industrial relations of the Company continued to be harmonious during the year under review.

36. Employees Stock Options Scheme:

The Board in its Meeting held on 14 November, 2016 has approved BCL ES0P-2016 policy to its Employees with 10 Lakh fully paid-up Equity Shares, which were approved by the shareholders in the last Annual General Meeting held on 30 September, 2016. The in principle approval for the said 10 lakh options was obtained from BSE on 04 January 2017. The Company did not grant any options to its employees during F.Y. 2016-17. The details of Employees Stock Options pursuant to section 62 of the Companies Act, 2013 read with Rules made there under; and SEBI (Share Based Employee Benefits) Regulations, 2014 and erstwhile SEBI (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided as Annexure - IX to this Report.

37. General:

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 review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

d. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.

38. Acknowledgements:

The directors thank the Company''s employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the governments of various countries, Government of India, governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member of the Bodhtree family.

For and on behalf of the Board

Place: Hyderabad

Date: 11 May, 2017

L N Ramakrishna. K Rajesh

Managing Director Director

DIN: 03623543 DIN: 02727491

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the Thirty Fourth Annual Report of Bodhtree Consulting Limited (the "Company" or "Bodhtree") on the business and operations and the Audited Accounts for the financial year ended 31 March, 2016, together with the Auditors'' Report thereon. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Summary:

Your Company''s results (Standalone) for the year in comparison with the previous year are given below in a summarized format:

Particulars	2015-16	(Rs. in Lakhs) 2014-15
Income from Operations	4621.37	4282.14
Other Income	150.71	57.23
Total Income	4772.08	4339.37
Operating Expenditure	4516.78	4124.70
Profit (Loss) before depreciation & Tax	255.30	214.67
Depreciation	127.09	153.12
Operating Profit (Loss)	128.21	61.54
Prior Period & Exceptional Items	0	0
Profit before Tax & Extra-Ordinary Items	128.21	61.54
Extra-ordinary Items	0	0
Tax Expense / (Reversal)	(48.87)	5.48
Profit (Loss) after tax	177.08	56.05

2. Company''s Performance:

During the year under review the Company reported a total income of Rs. 4772.08 Lakhs against Rs. 4339.37 Lakhs in the previous year. The Operating profit amounted to Rs. 128.21 Lakhs as against operating profit of Rs. 61.54 Lakhs in the previous year. The Company reported profit primarily due to the measures brought in by the management to reduce operational costs without compromising the ability to earn and grow further.

3. Dividend

Your Directors regret to inform that they do not recommend any dividend for the financial year 2015-16.

4. Transfer to Reserves:

The Company proposes to transfer an amount of Rs. 177.08 Lakhs to the general reserve out of the amount available for appropriation during the year under review.

5. Share Capital:

The Paid-up Share Capital of the Company as on 31 March, 2016 is Rs. 20,59,71,050.

During the year under review, the Company has raised funds through preferential offer of 0.001% Compulsory Convertible Preference Shares of Rs. 10/- each, to the extent of Rs 9.763 Crores including premium amount, to meet the working capital requirements, financially support the general corporate purposes and to maintain adequate liquidity for future expansion activities by the Company. As a result of this, the issued, subscribed and paid up capital of the Company has increased from Rs. 17,54,61,670 in FY 2014-15 to Rs. 20,59,71,050 in FY 2015-16.

6. Listing of Company''s Equity Shares:

The Company''s Equity shares are listed with M/s. BSE Limited (Stock Exchange), Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001.

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2016-17.

7. Change in the Nature of Business:

There is no change in the nature of the business of the Company during the year under review.

8. Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, a 100% wholly owned subsidiary Company in the name and style of M/s. Bodhtree Human Capital Private Limited was incorporated in order to tap the domestic as well as global market for the staff augmentation and related service sector. Consequently the Company has 1 (one) Subsidiary as on 31 March, 2016.

The Company holds more than 20% of total share capital of two other Companies which are M/s. Learn smart India Private Limited and M/s. Pressmart Media Limited. But there was no Significant Influence shown by the Company on affairs of those Companies. There were no significant and material transactions with those Companies during the period under review. Management of the Company is different from that of those two Companies. Details in this regard are mentioned in Form No. MGT-9 (Extract of Annual Return) which is enclosed to this report.

As per the provisions of Section 129(3) of the Companies Act, 2013 (the Act) read with Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company Subsidiary in Form AOC-1 is enclosed as Annexure - IV to this Report.

Performance and financial position of each of the subsidiaries, associates and joint ventures:

9. Management Discussion and Analysis:

The Management Discussion and Analysis forms an integral part of this Report and enclosed as Annexure -and gives details of the overall industry structure, developments, performance and state of affairs of the Company''s business, internal controls and their adequacy, risk management systems and other material developments during the financial year.

10. Extract of Annual Return:

As provided under section 92(3) of the Act, the extract of annual return is given in Annexure - II in the prescribed Form No. MGT-9, which forms part of this report.

11. Director''s Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i) In preparation of annual accounts for the financial year ended 31^st March, 2016 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March, 2016 and of the profit and loss of the Company for the year;

iv) The Directors had prepared the annual accounts on a ''going concern'' basis;

v) 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; and

vi) 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2015-16.

12. Statement on Declaration given by Independent Directors under Section 149(6):

13. Details of Directors or Key Managerial Personnel:

Mr. Ramanujam Kuppusamy resigned as a Director from the Board of Directors of the Company on 05^th August 2015 due to his preoccupations. The Board places on record its sincere appreciation for Mr. Ramanujam Kuppusamy value addition and fruitful association with the Company and thanks him for providing valuable guidance to the Company during his tenure.

During the year, Mr. Muthukrishnan Swaminathan was appointed as Independent Director on the Board of the Company for a period of Five years w.e.f. 30 September, 2015 and the Members approved his appointment at the 33^rd Annual General Meeting of the Company.

During the year, upon the recommendation of Nomination and Remuneration Committee, Mrs. Muneashwari Lakkimsetti was appointed as Additional Director (Non-Executive Non Independent) of the Company by the Board at its meeting held on 14 November, 2015 pursuant to Section 161 of the Act, read with Articles of Association of the Company and holds office up to the date of this AGM. Notice in writing under Section 160 of the Act, proposing her candidature for the office of Director of the Company, has been received by the Company. According to the provisions of section 149 and 152 of the Companies Act, 2013, she is proposed to be appointed as Women Director of the Company who is liable to retire by rotation.

In accordance with the provisions of Act and the Articles of Association of the Company, Mr L N Ramakrishna will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

The aforesaid appointment/reappointment of Director/s are subject to your approval.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are - Mr. L N Ramakrishna, Managing Director; Mr. Prabhakar Rao Kallur, Chief Financial Officer and Mr. Srikanth Reddy Kolli, Company Secretary. During the year Ms. G Pushkarini had resigned as Company Secretary due to personnel reasons and the Board places on record its sincere appreciation for Ms. G Pushkarini value addition and fruitful association with the Company and thanks her for providing valuable guidance to the Company during her tenure. Thereafter Mr Srikanth Reddy Kolli was appointed as Company Secretary and Compliance Officer at the Board meeting held on 14 November, 2015. There has been no other changes in the key managerial personnel during the year under review.

14. Number of meetings of the board:

6 (Six) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

15. Board Evaluation:

In a separate meeting of independent directors held on 12 February, 2016, 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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Criteria for Performance Evaluation:

a. Ability of the candidates to devote sufficient time and attention to his professional obligations as Independent Director for informed and balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.

c. Bringing objectivity and independence of view to the Board''s discussions in relation to the Company''s strategy, performance, and risk management

d. Statutory Compliance and ensuring high standards of financial probity and Corporate Governance

e. Responsibility towards requirements under the Companies Act, 2013, Responsibilities of the Board and accountability under the Director''s Responsibility Statement.

16. Policy on directors'' appointment and remuneration and other details:

17. Committees of Board:

Your Company has the following committees namely:

1. Audit Committee

2. Compensation Committee

3. Stakeholder''s Relationship Committee

4. Risk Management Committee

18. Corporate Governance Report:

Your Company has complied with the requirements of Regulation 17(7), 72 of SEBI (LODR) Regulations, 2015 read with Schedule II & V therein and the Corporate Governance Report including Auditor''s Certificate on compliance with the conditions of Corporate Governance specified in Schedule V(E) is enclosed as Annexure-VII to this report.

19. Consolidated Financial Statements:

20. Internal financial control systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

21. Auditors:

22. Auditors'' report:

The auditors'' report does contain qualifications, reservations or adverse remarks which are mentioned in the Auditors report and which forms part of this Annual Report.

23. Directors'' Responses on the Qualifications made by the Auditors:

24. Secretarial Auditor Report:

The Secretarial Audit Report issued by M/s. P. S. Rao & Associates, Practicing Company Secretaries in Form No. MR-3 is enclosed as Annexure - VIII to this Annual Report.

25. Internal Auditors:

26. Risk management:

27. Corporate Social Responsibility (CSR):

28. Particulars of loans, guarantees and investments:

The particulars of loans, guarantees and investments have been disclosed in the financial statements, being a part of this Annual Report.

29. Deposits from public:

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

30. Transactions with related parties:

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website www.bodhtree.com.

31. Vigil Mechanism:

32. Remuneration ratio of the directors/ Key Managerial Personnel/ Employees:

33. Particulars Of Employees:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Annexure - III. A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Annexure -III which is enclosed to this Board''s Report.

34. Conservation of energy, Technology absorption, Foreign exchange outgo:

35. Human Resources:

The industrial relations of the Company continued to be harmonious during the year under review.

36. General:

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 review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

e. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.

1. Acknowledgements:

The directors thank the Company''s employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the governments of various countries, Government of India, governments of various states in India and concerned government departments / agencies for their cooperation. The directors appreciate and value the contributions made by every member of the Bodhtree family.

For and on behalf of the Board

Place: Hyderabad

Date: 12 August, 2016 Sd/- Sd/-

L N Ramakrishna. K Rajesh

Managing Director Director

DIN: 03623543 DIN:02727491

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty Third Annual Report on the business and operations of your Company and the Audited Accounts for the financial year ended 31st March, 2015, together with the Auditors' Report thereon.

FINANCIAL SUMMARY:

Your Company's results for the year in comparison with the previous year are given below in a summarized format:

Rs. in Lakhs

Particulars 2014-15 2013-14

Income from Operations 4282.14 4670.04

Other Income 57.23 83.86

Total Income 4339.37 4753.90

Operating Expenditure 4124.70 4333.93

Profit (Loss) before depreciation & Tax 214.67 419.97

Depreciation 153.12 88.40

Operating Profit (Loss) 61.54 331.57

Prior Period & Exceptional Items 0 21.75

Profit before Tax & Extra-Ordinary Items 61.54 353.32

Extra-ordinary Items 0 0

Tax Expense / (Reversal) 5.48 (31.57)

Profit (Loss) after tax 56.05 321.75

REVIEW OF OPERATIONS:

During the year under review the Company reported a total income of Rs.4339.37 Lakhs against Rs.4753.90 Lakhs in the previous year. The Operating profit amounted to Rs.61.54 Lakhs as against operating profit of Rs.331.57 Lakhs in the previous year. The Company reported profit primarily due to the measures brought in by the management to reduce operational costs without compromising the ability to earn and grow further.

DIVIDEND:

Your Directors regret to inform that they do not recommend any dividend for the financial year 2014-15.

INFUSION OF CAPITAL:

During the year under review, the Company has not raised funds.

TRANSFER TO RESERVES:

An amount of Rs.56.05 Lakhs was transferred to reserves during the year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013, Mr. Sanjiv Gupta retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

During the year, Mr. Palaniappna Natarajan, Managing director of the Company, resigned w.e.f. 24thJanuary, 2015 and Mr. Ramakrishna L.N., S.V.P. & C.F.O. of the Company was appointed as Managing Director w.e.f. 24th January, 2015. Mr. Prabhakar Rao Kallur, SM - Finance of the Company was designated as C.F.O. of the Company w.e.f. 14th February, 2015.

During the year, Mr. Shankaraiah Arram resigned from the directorship of the company w.e.f. 28th May, 2014 and Mr. Muthukrishnan Swaminathan was appointed as an additional director on the board of the company w.e.f. 30th May, 2015. Notice in writing under Section 160 of the Companies Act, 2013, proposing candidature of Mr. Muthukrishnan Swaminathan and Mr. Ramakrishna L.N. for the office of Director of the Company, has been received to appoint them as Directors of the Company. According to the provisions of section 149 and 152 of the Companies Act, 2013, Mr. Muthukrishnan Swaminathan has given declaration confirming that he meets the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. He is proposed to be appointed as Independent Director for a period of 5 years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

DIRECTORS' RESPONSES ON THE QUALIFICATIONS MADE BY THE STATUTORY AUDITORS IN THE AUDITORS REPORT:

The Board of Directors is of the view that appropriate provisions will be made in the books of accounts upon quantification of the diminution in value of investments. The Board of Directors is resorting to various measures to recover the outstanding debit balances and to settle statutory dues.

LISTING:

Due to exit of Madras Stock Exchange Ltd, shares of the Company were shifted to dissemination board of NSE. Consequently, Company made direct listing application to BSE Limited and got listed therein w.e.f. 4th May, 2015.

AUDITORS:

Statutory Auditors:

At the 32ndAnnual General Meeting (AGM), M/s. Nisar & Kumar, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of sixth consecutive Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Nisar & Kumar, Chartered Accountants, as statutory auditors of the Company, is being placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditors:

M/s.P.S.Rao & Associates, Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rule 9 there-under. The secretarial audit report for FY 2014-15 forms part of this Report as Annexure -VII. The Board has appointed M/s.P.S.Rao & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial year 2015-16.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO:

The particulars as required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014, are given to the extent applicable in Annexure-V

RISK MANAGEMENT POLICY:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has formulated a policy on the Risk Management. The Risk Management Policy of the Company is posted on Company's website: www.bodhtree.com. Various risks, including the risks associated with the economy, regulation, competition, foreign exchange, interest rate etc., are documented, monitored and managed efficiently

SUBSIDARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, the company does not have any subsidiaries and joint ventures. Though the Company holds more than 20% of total share capital of two other companies there is no Significant Influence shown by the Company on affairs of those companies. There were no transactions with those companies during the period under review. Management of the Company is different from that of those two companies. Details in this regard are mentioned in MGT-9 (Annexure-II).

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Various Audit Systems in the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the audit reports, company undertakes corrective actions in respective areas and strengthens the control. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board periodically.

The Board of Directors of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding 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.

NOMINATION AND REMUNERATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178, Schedule IV of the Companies Act and Clause 49 of the Listing Agreement and to recommend a policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. Nomination and Remuneration Policy of the Company is enclosed herewith as Annexure-VI

FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, INDIVIDUAL DIRECTORS AND OF ITS COMMITTEES:

As required under the provisions of Schedule IV of the Companies Act, 2013 the performance evaluation of independent directors has been done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the company does not fall under the purview of provisions of section 135 read with Schedule VII of the Companies Act, 2013. Hence the company has not made any contributions towards CSR Activities.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors' confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2015 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2015 and of the profit and loss of the Company for the year;

iii. The Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a 'going concern' basis;

v. 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; and

vi. 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.

OTHER DISCLOSURES:

Board Meetings:

During the year under review Five Board Meetings were held. For further details, please refer report on Corporate Governance enclosed herewith.

Committees of Board:

Your company has the following committees namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relationship Committee

4. Risk Management Committee

The constitution of all the committees are as per the Companies Act, 2013 and Listing Agreement with Stock Exchanges. The details of the Constitution are mentioned in Corporate Governance Report, which forms part of this Annual Report.

Corporate Governance Report:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered with the Stock Exchanges, Report on Corporate Governance including Auditor's Certificate on compliance with the code of Corporate Governance specified under the said Clause is enclosed as Annexure - VIII to this report.

Management Discussion and Analysis:

A brief note on the Management discussion and analysis for the year is enclosed as Annexure - I to this report.

Vigil Mechanism:

In pursuant to the provisions of section 117(9) & (10) of the Companies Act , 2013 and Clause 49 of the Listing Agreement a Vigil Mechanism for directors and employees to report genuine concerns has been established. Protected disclosures can be made by a whistle blower to the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Company's website at the link:http://www.bodhtree.com/downloads/Whistle Blower Policv.pdf

Remuneration ratio of the directors/ Key Managerial Personnel/ Employees:

Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure - III

PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - III to the Board's report. A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure - III to the Board's report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of the Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements pertaining to the year under review.

DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

RELATED PARTY TRANSACTIONS:

Related party transactions entered during the financial year under review are disclosed in Note No.36 of the Financial Statements of the Company for the financial year ended 31st March, 2015. These transactions entered were at an arm's length basis and in the ordinary course of business. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as Annexure - IV

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website www.bodhtree.com.

GENERAL:

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 review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.

Your Directors further state that during the year under review, there were no cases filed/registered pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGMENTS:

Your Directors wish to express their gratitude to investors, analysts, financial institutions, banks, partners, vendors and various statutory authorities, business associates and customers who have extended their immense support to the Company. Your Directors commend all the employees of your Company for their continued dedication, significant contributions, hard work and commitment.

For and on behalf of the Board Place: Hyderabad Date: 14thAugust, 2015 Sd/- Sd/- Ramakrishna L.N. K.Rajesh Managing Director Director DIN: 03623543 DIN: 02727491

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty Second Annual Report on the business and operations of your Company and the Audited Accounts for the financial year ended 31st March, 2014, together with the Auditors! Report thereon.

PERFORMANCE OF THE COMPANY:

Your Companyfs results for the year in comparison with the previous year are given below in a summarized format Rs. in Lakhs

Particulars 2013-14 2012-13

Income from Operations 4670.04 4286.80

Other Income 83.86 60.75

Total Income 4753.90 4347.55

Operating Expenditure 4333.93 4859.27

Profit (Loss) before depreciation & Tax 419.97 (511.72)

Depreciation 88.40 80.09

Operating Profit (Loss) 331.57 (591.81)

Prior Period & Exceptional Items 21.75 121.34 Profit before Tax & Extra-Ordinary Items 353.32 (713.15)

Extra-ordinary Items 0 0

Tax Expense / (Reversal) (31.57) 46.18

Profit (Loss) after tax 321.75 (666.97)

FINANCIAL PERFORMANCE:

During the year under review the Company reported a total income of Rs.4753.90 Lakhs against Rs.4347.55 Lakhs in the previous year. The Operating profit amounted to Rs.331.57 Lakhs as against operating loss of Rs.591.81 Lakhs in the previous year. The Company reported profit primarily due to the measures brought in by the management to reduce operational costs without compromising the ability to earn and grow further.

DIVIDEND:

Your Directors regret to inform that they do not recommend any dividend for the financial year 2013-14.

CAPITAL:

During the year under review, the Company has not raised funds.

TRANSFER TO RESERVES:

An amount of Rs.321.75 Lakhs was transferred to reserves during the year under review. DIRECTORS:

During the year, Mr.A.Shankaraiah, director of the Company, resigned w.e.f. 28th May, 2014. In accordance with the provisions of the Companies Act, 2013, Mr.Sanjiv Gupta retires by rotation at the ensuing Annual General Meeting and being eligi ble, has offered himself for reappointment.

According to the provisions of section 149 and 152 of the Companies Act, 2013, all Independent directors are proposed to be re-appointed for a period of 5 years. Necessary resolutions have been incorporated in the notice to the ensuing annual general meeting.

DIRECTORS'' RESPONSES ON THE QUALIFICATIONS MADE BY THE STATUTORY AUDITORS IN THE AUDITORS REPORT:

Propriety Audit was initiated to ascertain the current value of investments made in M/s.Pressmart Media Ltd. and M/s.Learnsmart (India) Private Ltd., the Board of Directors is of the view that appropriate provisions will be made in the books of accounts upon quantification of the value.

The Board of Directors is resorting to various measures to recover the outstanding debit balance from M/S.E2E Analytix Inc. and M/s.Learnsmart (India) Private Ltd., Statutory dues would be cleared once the cash inflow crisis gets settled.

DEPOSITS:

During the year, the Company has not accepted any deposits covered under the provisions of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of the Deposit Rules), 1975 and as such, no amount of principal or interest was outstanding as on the balance sheet date.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as follows:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. The Directors have 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.

3. 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.

4. The Directors have prepared the annual accounts for the year ended 31st March, 2014 on a going concern basis.

ADDITIONAL PARTICULARS:

The additional particulars as required by Sec. 217(1)(e) of the Companies Act, 1956, are applicable to your company only in respect of Foreign Exchange inflow and outgo. The details are as follows: (In Rupees)

Particulars 2013-14 2012-13

Value of Imports n CIF Basis Nil Nil

Expenditure in Foreign Currency 45,84,615 12,582,425.54

Foreign Currency Earnings n FOB 297,043,728.00 253,417,981.00

basis

AUDITING SYSTEM:

i. The financial statements have been audited by M/s.Pavuluri &Co., Chartered Accountants, the independent Auditor.

ii. The audit committee of your Company meets periodically with the internal auditor to review the performance of internal audit, to discuss the nature and scope of the internal auditor''s functions, and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, the statutory auditor and the internal auditor have full and free access to the Members of the Audit Committee to discuss any matter of substance.

AUDITORS:

M/s.Pavuluri &Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee and the Board recommended the re-appointment of M/s.Pavuluri & Co., Chartered Accountants, as Statutory Auditors of your Company.

The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits prescribed under Section 141 of the Companies Act, 2013 and

that they are not disqualified for re-appointment within the meaning of Section 139 (9) of the Companies Act, 2013. Accordingly, their appointment as Statutory Auditors is being proposed as an Ordinary resolution.

PERSONNEL:

Your Company''s employees are integral to the Company''s success Employees are empowered with friendly work conditions which propels them to improve their level of performance. Employeeis dedication and commitment for the growth of organization enabled the Company to deliver credible performance year after year. The Board of Directors acknowledges the contribution and efforts put in by the employees of the Company.

INDUSTRIAL RELATIONS:

Your Company has had harmonious relations throughout the year at all levels of the organization, and would endeavor to maintain this cordial relationship in the future. Your Directors wish to place on record their deep sense of appreciation for the valuable work done and cooperation extended by the employees at all levels.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered with the Stock Exchanges. Report on Corporate Governance including Auditons Certificate on compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure - II to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on the Management Discussion and Analysis for the year under review is annexed as Annexurenl and forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors express their sincere appreciation and gratitude to HDFC Bank, Banjara Hills Branch, Hyderabad, for their continued support and to all employees, shareholders, customers, partners, vendors and various statutory authorities, who have extended their immense support to the Company.

For and on behalf of the Board

Place: Hyderabad Date: 9th September, 2014 Sd/- Sd/-

Pal Natarajan K.Rajesh

Managing Director Director DIN: 0360789 DIN: 02727491

Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting the Thirty First Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2013, together with the Auditors'' Report thereon.

PERFORMANCE OF THE COMPANY:

Your Company''s results for the year in comparison with the previous year are given below in a summarized format:

Rs. in Lakhs

Particulars 2012-13 2011-2012

Income from Operations 4286.81 4,343,22

Other Income 60.75 78.53

Total Income 4347.55 4,421.75

Operating Expenditure 4854.55 4,181.67

Profit (Loss) before depreciation & Tax (507) 240.08

Depreciation 80.09 81.98

Operating Profit (Loss) (587.09) 158.10

Prior Period & Exceptional Items 121.34 94.43

Profit before Tax & Extra-Ordinary Items (708.43) 63.67

Extra-ordinary Items 0 0

Tax Expense/(Reversal) (41.47) 56.28

Profit (Loss) after tax (669.97) 7.39

FINANCIAL PERFORMANCE:

During the year under review the Company reported a total income for the year Rs.4347.55 Lakhs against Rs.4421.75 Lakhs in the previous year. The Operating profit (Loss) amounted to (Rs.587,09) Lakhs as against Rs.158.10 Lakhs in the previous year. The Company reported loss primarily due to increased man power costs and other overheads. Due to slow-down in overall IT industry and decrease in IT expenditure of big companies the projects initially planned were not taken-up by the customers causing the company to incur losses as substantial amount has been spent by hiring the man power and by setting-up the facilities on expectation of major projects which have become unutilized.

DIVIDEND:

Your Directors regret to inform that they do not recommend any dividend for the financial year 2012-13.

CAPITAL:

During the year the Company has issued and allotted 21,04,000 equity shares of Rs. 10/- each at a premium of Rs.15/- to specified allottees on preferential basis.

TRANSFER TO RESERVES:

There is no transfer to reserves during the year under review.

DIRECTORS:

During the year Mr. A. Shankaraiah and Mr. K. Ramanujam have been co-opted as Additional Directors w.e.f. 24th December, 2012 and Mr.K.Rajesh has been co-opted asAdditional Director w.e.f. 10th May, 2013 to act as Independent Directors. Notices in writing under Section 257 read with Section 190 of the said Act, along with a deposit of 500/- each proposing their candidature for the office of Director of the Company have been received to appoint them as Directors of the Company whose period of office shall be determinable by retirement of Directors by rotation.

During the year Mr.Muktesh Sharma, Mrs. Aruna Rani E and Mr.Ch.D.V.V. Prasad resigned from the directorship of the Company w.e.f. 28th September, 2012; 10th November, 2012 and 2nd April, 2013 respectively.

Mr. Sanjiv Gupta and Mr. Vikram Simha will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS'' RESPONSES ON THE QUALIFICATION MADE BY THE STATUTORY AUDITORS IN THE AUDITORS REPORT:

No quantification has been done on the fall of investments made in M/s. Pressmart Media Ltd. and M/s.Learnsmart (India) Private Ltd. The Board of Directors is of the view that appropriate provision will be made in the books of accounts once the quantification is done. Keeping this in view, steps are being initiated for determining the value of investments in Pressmart Media Ltd and M/s.Learnsmart (India) Private Ltd.

DEPOSITS:

During the year, the Company has not accepted any deposits covered under the provisions of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of the Deposit Rules), 1975 and as such, no amount of principal or interest was outstanding as on the balance sheet date.

PARTICULARS REQUIRED UNDER SEC 217(2A) OF THE COMPANIES ACT, 1956, READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975, FOR THE YEAR UNDER REVIEW ARE ASUNDER:

No employee of the Company was in receipt of remuneration, during the financial year 2012-2013, in excess of the sum prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS''RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA)ofthe Companies Act, 1956, your Directors confirm as follows:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. The Directors have 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.

3. 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.

4. The Directors have prepared the annual accounts for the year ended 31st March, 2013 on a going concern basis.

ADDITIONAL PARTICULARS:

The additional particulars as required by Sec. 217(1)(e) of the Companies Act, 1956, are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows: (In Rupees)

Particulars 2012-13 2011-12

Value of Imports - CIF Basis Nil Nil

Expenditure in Foreign Currency 12,582,425.54 3,745,370

Foreign Currency Earnings - FOB basis 2,534,179,81.00 273,266,648

AUDITING SYSTEM:

i. The financial statements have been audited by M/s. Gokhale & Co., Chartered Accountants, the independent Auditor.

ii. The audit committee of your Company meets periodically with the internal auditor to review the performance of internal audit, to discuss the nature and scope of the internal auditor''s functions, and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, the statutory auditor and the internal auditor have full and free access to the Members of the Audit Committee to discuss any matter of substance.

AUDITORS:

M/s. Gokhale & Co., Chartered Accountants, present Statutory Auditors of the Company, retires at ensuing Annual General Meeting and being eligible offer themselves for re-appointment as Statutory Auditors of the Company. Necessary confirmation has been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

PERSONNEL:

Your Company''s employees are integral to the Company''s success. They have played a significant role and enabled the Company to deliver credible performance year after year. The Board of Directors acknowledges the contribution and efforts put in by the employees of the Company.

INDUSTRIAL RELATIONS:

Your Company has had harmonious relations throughout the year at all levels of the organization, and would endeavor to maintain this cordial relationship in the future. Your Directors wish to place on record their deep sense of appreciation for the valuable work done and cooperation extended by the employees at all levels.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered with the Stock Exchanges. Report on Corporate Governance including Auditor''s Certificate on compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on the Management Discussion and Analysis for the year under review is annexed hereto and forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors express their sincere appreciation and gratitude to HDFC Bank, Banjara Hills Branch, Hyderabad, for their continued support and to all employees, shareholders, customers, partners, vendors and various statutory authorities, who have extended their immense support to the Company.

For and on behalf of the Board

Sd/- Sd/-

Place: Hyderabad Pal Natarajan A. Shankaraiah

Date : 16 May, 2013 Managing Director Director

Mar 31, 2012

The Directors take pleasure in presenting the Thirtieth Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2012, together with the Auditors' Report thereon.

PERFORMANCE OF THE COMPANY:

Your Company's results for the year in comparison with the previous year are given below in a summarized format:

(Rs. in Lakhs)

PARTICULARS 2011-12 12010-20111

Income from Operations 4,343.22 2,121.15

Other Income 78.53 71.77

Total Income 4,421.75 2,192.92

Operating Expenditure 4,181.67 2,156.78

Profit (Loss) before depreciation & Tax 240.08 36.14

Depreciation 81.98 76.15 Operating Profit (Loss) 158.10 (40.01) Prior Period & Exceptional Items 94.43 (9.99) Profit before Tax & Extra- Ordinary Items 63.67 (50.00)

Extra-ordinary Items 0 (236.43)

Tax Expense / (Reversal) 56.28 (78.32)

Profit (Loss) after tax 7.39 (208.11)

FINANCIAL PERFORMANCE:

The Total Income increased to Rs. 4,343.22 Lakhs from Rs. 2,121.15 Lakhs in the previous year. The Operating profit amounted to Rs. 158.10 Lakhs (3.6% of revenue) as against operating loss of Rs. 40.01 Lakhs (1.8% of revenue) in the previous year. The Profits of the company increased primarily due to addition of strong projects from one of company's key customers.

DIVIDEND:

Your Directors regret to inform that they do not recommend any dividend for the financial year 2011-12.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to state as follows:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. The Directors have 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.

3. 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.

4. The Directors have prepared the annual accounts on a going concern basis.

DEPOSITS:

During the year, the Company has not accepted any deposits covered under the provisions of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of the Deposit Rules), 1975.

HUMAN RESOURCES:

Your company has rationalized its human resources effectively. The Company can boast of a stable core team of professionals, who have been steadfast in their loyalty to the company. The approach of the company has been to nurture talent and inculcate a sense of belonging amongst its personnel.

As on 31st March, 2012, the Company employs 536 persons including trainees.

DIRECTORS' RESPONSES ON THE QUALIFICATION MADE BY THE STATUTORY AUDITORS IN THE AUDITORS REPORT:

No quantification has been done on the fall of investments made in Pressmart Media Ltd. The Board of Directors is of the view that appropriate provision will be made in the books of accounts once the quantification is done. The loss of the subsidiary company has come down by 36.10% against the losses of previous financial year of that company. Keeping in view of this, steps will be initiated for determining the value of investments in Pressmart Media Ltd.

SUBSIDIARIES AND JOINT VENTURES:

The Company does not have any subsidiaries, as on date. It has a joint venture with Learnsmart (India) Private Limited.

DIRECTORS:

Mr. Muktesh Sharma and Mr. Sriram N, Directors, will retire at this General Meeting and being eligible offers themselves for re-appointment. The Board recommends for re-appointment. Brief profiles of Directors retiring by rotation are provided.

PARTICULARS OF EMPLOYEES:

The particulars of employees, which are required to be given under Sec 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011:

a. Particulars of employees who are in receipt of Rs. 60 lakhs or more per annum NIL

b. Particulars of employees employed for a part of the financial year with a salary of 5 lakh or above per NIL month

ADDITIONAL PARTICULARS:

The additional particulars as required by Sec. 217(1)(e) of the Companies Act, 1956, are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows: (In Rs.)

Particulars 2011-12 2010-11

Value of Imports-CIF Basis Nil Nil

Expenditure in Foreign

Currency 3,745,370 27,261,703

Foreign Currency

Earnings-FOB basis 273,266,648 147,660,333

AUDITORS:

M/s. Gokhale & Co., Chartered Accountants, present Statutory Auditors of the Company, retires at ensuing Annual General Meeting and being eligible offers themselves for re-appointment as Statutory Auditors of the Company. Necessary confirmation has been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Attention of the members is drawn to Annexure-ll to this Report dealing with the practices of Corporate Governance, being followed by the Company. A certificate from the Statutory Auditors of the Company regarding compliance of the conditions of the Corporate Governance, as stipulated under Clause 49, also forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report are also part of this Report.

ACKNOWLEDGEMENTS:

Your Directors express their sincere appreciation and gratitude to HDFC Bank, Banjara Hills Branch, Hyderabad, for their continued support and to all employees, shareholders, customers and various statutory authorities, who have extended their immense support to the Company.

For and on behalf of the Board

Place . Hyderabad Pal Natarajan Aruna Rani E

Date : 3rd August, 2012 Managing Director Director

Mar 31, 2010

The Directors take pleasure in submitting their Report for the Financial Year ended 31 st March, 2010.

Financial Results

The Audited Balance Sheet of your Company as at 31 st March 2010, the Profit & Loss Account for the financial year ended on that date, along with the report of the Auditors thereon are being circulated with this report for your consideration. The salient features of the results are as follows:

Particulars Rs. in Lakhs

2009-10 2008-09

Income from Operations 2256.77 1605.75

Other Income 30.27 135.11

Total Income 2287.04 1740.86

Operating Expenditure 1710.68 952.56

Profit (Loss) before depreciation & Tax 576.36 788.30

Depreciation 71.20 73.91

Operating Profit 505.16 714.39

Prior Period Adjustment (51.37) 24.06

Profit after prior period adjustments 453.79 738.45

Tax and Provision for tax 128.32 154.93

Profit (Loss) after tax 325.47 583.52

Financial Performance

The Total Income increased to Rs. 2287.04 Lakhs from Rs. 1740.86 Lakhs in the previous year, at a growth rate of 31%. The Operating Profit amounted to Rs. 505.16 Lakhs (22% of revenue) as against Rs. 714.39 Lakhs (41% of revenue) in the previous year. The decrease in profit margin has been primarily due to increase in the employee cost necessitated due to induction of new resources to reach new markets.

Dividend

Based on the companys performance, your Directors are pleased to recommend for approval of the members a dividend of 12 %, amounting to Rs. 1.20/- per equity share of Rs. 10/- each. The dividend on the equity shares, if declared as above, would involve an outflow of Rs. 76,10,600/- towards dividend and Rs. 12,93,422/- towards dividend tax, resulting in a total outflow of Rs. 89,04,022/-.

Transfer to reserves

Out of the Rs. 325.47 Lakhs net profits, your Directors propose for transfer of Rs. 50 lakhs to reserves after appropriation for dividend.

Material Changes affecting the financial position of the company

The existing contract with Owens & Minor Inc., USA, was due to expire on December 31, 2010. After extending the validity by a further period of three years on May 18, 2010, the above client served a notice of termination for convenience on June 11, 2010 without attributing any valid reasons. Subsequently, it was found that another company claiming to have won the contract from the above client was accessing the Bodhtree portal containing the clients data. Bodhtree initiated Criminal action against the said company. Your Company has contested the validity of termination notice. Proceedings are pending before Indian Courts. The client has also initiated steps for arbitration under the contract in Richmond, Virginia. If the ongoing dispute with the above client results in the termination being upheld, there can be a substantial fall in the revenues and profits in the current year. Your Company has however been advised that there are very good chances of your company succeeding in the legal action/arbitration.

Joint Venture Proposal

Your Company has entered into an Agreement with Bodhtree Solutions Inc., USA to form a Joint Venture Company called Bodhtree Solutions Private Limited in India to take up off shore IT assignments from North America. Your Company will have a 40% stake in the above Joint Venture. Your Directors expect significant business opportunities to result from the joint venture.

Subsidiaries and Joint Ventures

Your company has two subsidiaries, namely Pressmart Media Limited and Pressmart Media Inc., USA.

The Audited Financial Statements of the subsidiaries and related information are attached to the Annual Report pursuant to the provisions of Section 212 of the Companies Act, 1956.

Leamsmart (India) Private Ltd., the joint venture company to implement the Web based assessment services for the school children has also been stabilizing its operations.

Consolidated Financial Statement

As required under the Listing Agreement with the Stock Exchange, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statement has been prepared in accordance with Accounting Standards 21, 23 and 27 issued by the Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company, its associate companies, its joint ventures and its subsidiaries after elimination of minority interest, as a single entity.

Trading of the companys shares in NSE

Your Directors are pleased to report that the National Stock Exchange has permitted trading in the shares of your Company with effect from August 9, 2010. This will provide the much needed liquidity to the shares of your company, which are listed in the Madras Stock Exchange.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to state as follows:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures

2. The directors have selected such accounting policies and applied them consistently and made judgements 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.

3. 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.

4. The Directors have prepared the annual accounts on a going concern basis.

Directors

Dr. Akila Jaikumar resigned as Wholetime director (Operations) with effect from the 1 st April, 2010. Mr. Gusti Noria resigned as Director with effect from 28th May, 2010. The Board records its deepest appreciation for the contributions made by Dr. Akila Jaikumar and Mr. Gusti Noria during their tenure as directors of the company.

Mr. Muktesh Sharma retires by rotation at the ensuing Annual General Meeting, and is eligible for reappointment.

As required by clause 49 of the Listing Agreement with the Stock Exchange, a brief resume of Mr. Muktesh Sharma is included in the notice convening the Annual General Meeting.

Information as prescribed by Section 217(2A) of the Act, read with Companies (Particulars of Employees) (Amendment) Rules, 2002 is given as an Annexure-I to this Report.

Additional Particulars

The additional particulars as required by Sec. 217(1 )(e) of the Companies Act, 1956 are applicable to your company only in respect of Foreign Exchange inflow and outgo

The details are as follows: (In Rupees)

Particulars 2009-10 2008-09

Value of Imports-CIF Basis Nil 218,470

Expenditure in Foreign Currency 7,137,045 3,473,769

Foreign Currency Earnings - FOB basis 131,590,426 147,707,445

Auditors

M/s. Gokhale & Co., Chartered Accountants, the statutory auditors of the company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Corporate Governance

A separate report in compliance with clause 49 of the Listing Agreement with the Stock Exchange along with Auditors certificate on corporate governance is annexed as Annexure-ll to, and forms a part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed as Annexure III to this Report.

Acknowledgements

Your Directors wish to place on record their appreciation of the excellent enthusiastic support received from the team of dedicated employees in the activities of your Company.

For and on behalf of the Board

Date: 12 August, 2010

Registered Office:

1-8-617/2 Prakasham Nagar, Begumpet Sanjiv Gupta

Hyderabad - 500 016. Chairman

Mar 31, 2009

The Directors take pleasure in submitting their Report for the Financial Year ended 31st March, 2009. Financial Results The Audited Balance Sheet of your Company as at 31st March 2009, the Profit & Loss Account for the financial year ended on that date, along with the report of the Auditors thereon are being circulated with this report for your consideration. The salient features of the results are as follows:

Particulars Rs. in Lakhs 2008-09 2007-08

Income from Operations 1605.75 1036.66

Other Income 135.11 5.86

Total Income 1740.86 1042.52

Operating Expenditure 952.56 815.10

Profit (Loss) before depreciation & Tax 788.30 227.42

Depreciation 73.91 65.42

Operating Profit (Loss) 714.39 162.00

Prior Period Adjustment 24.06 0.97

Profit after prior period adjustments 738.45 162.97

Tax and Provision for tax 154.93 22.23

Profit (Loss) after tax 583.52 140.74

Financial Performance

The Total Income increased to Rs. 1740.86 Lakhs from Rs. 1042.52 Lakhs in the previous year, at a growth rate of 67%. The Operating Profit amounted to Rs.714.39 Lakhs (41% of revenue) as against Rs. 162 Lakhs (15.5% of revenue) in the previous year. The Net Profit after Tax was Rs. 583.52 Lakhs (33.5% of revenue) as against Rs. 140.74 (13.5% of revenue) in the previous year. The net profit for the year includes prior period adjustments of Rs. 24.06 Lakhs (previous year Rs. 0.97 Lakhs).

Dividend

Based on the companys performance, your Directors are pleased to recommend for approval of the members a dividend of 10%, amounting to Rs.l/- per equity share of Rs.10/- each. The dividend on the equity shares, if declared as above, would involve an outflow of Rs. 63.42 lakhs towards dividend and Rs. 10.77 lakhs towards dividend tax, resulting in a total outflow of Rs.74.19 Lakhs. If declared, it would be the maiden dividend for the company.

Transfer to reserves

There in no proposal for transfer of any profit to the general reserve. The whole of the net profits of Rs. 509.32 Lakhs after appropriation for dividend is proposed to be retained in the Profit and Loss Account.

Preferential Issue

During the year under review, the paid-up share capital of the Company increased from Rs. 524.85 Lakhs divided into 52,48,500 equity shares of Rs. 10/- each to Rs. 634.22 Lakhs divided into 63,42,167 equity shares of Rs. 10/- each, consequent to issue of 10,93,667 equity shares of Rs. 10/- each (at a premium of Rs. 17/- per share) on a preferential basis to persons other than promoters.

Utilisation of Proceeds of the Preferential Issue

The proceeds of the Preferential issue amounting to Rs. 295.29 Lakhs has been utilised to augment the resources of the company for its operations.

Subsidiaries and Joint Ventures

Your company has two subsidiaries, namely Pressmart Media Limited and Pressmart Media Inc., USA.

Pressmart Media Limited (PML) was floated as a subsidiary to take over the ePaper business of the company. Having obtained a funding equivalent to USD 6 million from foreign venture capital funds, PML is now poised for further growth, to establish itself as a global player. Your Directors are hopeful of accelerated growth of PML in the coming years.

Pressmart Media Inc., USA was incorporated as a wholly owned subsidiary by PML on the 3rd October, 2008. It has been floated primarily to oversee the USA operations of PML.

The Audited Financial Statements of the subsidiaries and related information are attached to the Annual Report pursuant to the provisions of Section 212 of the Companies Act, 1956.

Learnsmart (India) Private Ltd., the joint venture company to implement the Web based assessment services for the school children has also been stabilizing its operations.

Consolidated Financial Statement

As required under the Listing Agreements with the Stock Exchange, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statement has been prepared in accordance with Accounting Standards 21,23 and 27 issued by the Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company, its joint ventures and its subsidiaries after elimination of minority interest, as a single entity.

Fixed Deposits

The Company has not accepted any fixed deposits during the year. There was no unclaimed deposit and interest accrued as on March 31,2009.

Listing On Madras Stock Exchange

During the year under review your Company has revived its listing with the Madras Stock Exchange. Though the company was earlier listed in Hyderabad Stock Exchange (HSE), such listing has become infructuous with derecognition of HSE by SEBI.

ISO Certification

Your Directors are glad to report that Bodhtree has been successful in conversion of its quality systems and controls from ISO 9001:2000 category to ISO 9001:2008 category from 15th May 2009.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2M) of the Companies Act, 1956, your Directors wish to state as follows:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgements 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.

3. 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.

4. The Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. H. Natarajan has been inducted on the Board as Additional Director and also appointed as a Wholetime Director (Corporate Affairs) with effect from 5th January 2009. Appropriate resolutions are being proposed for his appointment as Director and Wholetime Director at the ensuing Annual General Meeting.

Mr. Vinay Aggarwal resigned as a Director of the company with effect from 12th January 2009. The Board records its deepest appreciation for the contributions made by Mr. Vinay Aggarwal during his tenure as a director of the company.

Mr. Gusti Noria retires by rotation at the ensuing Annual General Meeting, and is eligible for re-appointment.

Mr. Kamlesh Gandhi has been inducted as Additional Director of the company by the Board in its meeting held on 28th August 2009. Appropriate resolution is being proposed for his appointment as Director at the ensuing Annual General Meeting.

As required by clause 49 of the Listing Agreement with the Stock Exchange, brief resumes of Mr. H. Natarajan, Mr. Gusti Noria and Mr. Kamlesh Gandhi are included in the notice convening the Annual General Meeting.

Particulars of Employees

Information as prescribed by Section 217(2A) of the Act, read with Companies (Particulars of Employees) Rules, 1975 is given as Annexure-I to this Report.

Additional Particulars

The additional particulars as required by Sec. 217(l)(e) of the Companies Act, 1956 are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows:

(Figures in Rs.)

Particulars 2008-09 2007-08

Value of Imports - CIF Basis 218,470 76,75,317

Expenditure in Foreign Currency 3,473,769 119,30,439

Foreign Currency Earnings - FOB basis 147,707,445 100,914,154

Auditors

M/s. Gokhale & Co., Chartered Accountants, the statutory auditors of the company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Corporate Governance

A separate report in compliance with clause 49 of the Listing Agreement with the Stock Exchange along with Auditors certificate on corporate governance is annexed as Annexure-II to, and forms a part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed as Annexure III to this Report.

Acknowledgements

Your Directors wish to place on record their appreciation of the excellent enthusiastic support received from the team of dedicated employees in the activities of your Company.

For and on behalf of the Board

Sanjiv Gupta

Chairman Date: 28th August, 2009

Registered Office:

1-8-617/2 Prakasham Nagar, Begumpet Hyderabad - 500 016.

Mar 31, 2006

The Directors take pleasure in submitting their Report for the Financial Year ended 31st March, 2006.

Financial Results

The Audited Balance Sheet of your Company as at 31st March 2006, the Profit & Loss Account for the financial year ended on that date, along with the report of the Auditors thereon are being circulated with this report for your consideration. The salient features of the results are as follows:

Rs. in Lakhs

Particulars 2005-06 2004-05

Income from Operations 531.89 386.86

Other Income 12.41 1.37

Total Income 544.30 388.23

Profit (Loss) before depreciation & Tax 117.58 111.86

Depreciation 44.15 35.67

Operating Profit 72.61 76.20

Loss on transfer of Investments 63.40 Nil

Profit after prior period adjustments 9.25 76.20

Provision for tax 5.55 1.50

Profit (Loss) after tax 3.70 74.70

Financial Performance

AS can be seen from the financial statements, there has been a 37.48% growth in the revenues compared to the previous year. However, there has been a marginal fall in the operating profits, from Rs. 76.20 lacs to 72.61 lacs. This has been mainly due to increased spending in the marketing efforts and participation in the various exhibitions for the e-Paper project. The results of the marketing efforts are flowing in during the current financial year. Your Directors are confident that the current financial year will witness much improved results.

Write-off of investments

As a part consideration for the software solutions developed for one of the clients, i-erigon LLC, USA your company had accepted equity valued at Rs. 226.30 lacs. Subsequently, Perigon LLC was acquired by Owens & Minor, and on the transfer of the equity at the approved valuation, your company had to incur a loss of Rs. 63.40 lacs during the year under review. However, on the positive side, you Directors are pleased to report that your company has been able to establish an ongoing business relationship with Owens & Minor in the fields of data cleansing and healthcare. The billings on Owens & Minor during the first quarter of the current financial year has been of the order of Rs. 247 lacs, and the services are continuing on a regular basis.

Auditors Observation

The investment made in Manyfutures Inc., USA, a start up, is a long term investment, and is valued at cost. The market value of the same is not determined. As soon as the market value is determined the information will be provided.

Hiving off of E-Paper Business

Your Directors are pleased to report that the companys initiative in developing a solution for e-Paper has been well received in the market. This business is evolving into a distinctive revenue center with potential for substantial growth, given adequate investment. Your Directors are contemplating hiving off this division as a separate company in order to bestow focus to the operations, and also to induct prospective investors interested in partnering with your company in this activity.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to state as follows:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures

2. The directors have selected such accounting policies and applied them consistently and made judgements 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.

3. 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.

4. The Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. Gusti Noria retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

As required by clause 49 of the Listing Agreement with the Stock Exchange, a brief resume of Mr. Gusti Noria is included in the notice convening the Annual General Meeting.

Particulars of Employees

None of the employees of the Company have been in receipt of remuneration exceeding the amount as envisaged by Section 217 of the Companies Act, 1956. Hence, no particulars of employees are annexed to this Report.

Additional Particulars

The additional particulars as required by Sec. 217(l)(e) of the Companies Act, 1956 are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows:

In Rupees

Particulars 2005-06 2004-05

Value of Imports - CIF Basis (Rs.) 3,710,358 --

Expenditure in Foreign Currency (Rs.) 2,185,911 1,023,207

Foreign Currency Earnings - FOB basis (Rs.) 43,734,849 28,003,381

Auditors

M/s. Gokhale & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. A Certificate has been received from them stating that their reappointment, if made, shall be in accordance with the provisions of Section 224 of the Companies Act 1956. Your Directors recommend that the Auditors be reappointed.

Corporate Governance

A separate report in compliance with clause 49 of the Listing Agreement with the Stock Exchange is annexed as Annexure-I to, and forms a part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed as Annexure II to this Report.

Acknowledgements

Your Directors wish to place on record their appreciation of the excellent enthusiastic support received from the team of dedicated employees in the activities of your Company.

For and on behalf of the Board

Date: 31 July, 2006 Sanjiv Gupta

Chairman & Managing Director Registered Office:

1-8-617/2 Prakasham Nagar, Begumpet Hyderabad - 500 016.

Mar 31, 2005

The Directors take pleasure in submitting their Report for the Financial Year ended 31st March, 2005.

Financial Results

The Audited Balance Sheet of your Company as at 31st March 2005, the Profit & Loss Account for the financial year ended on that date, along with the report of the Auditors thereon are being circulated with this report for your consideration. The salient features of the results are as follows:

Rs. in Lakhs

Particulars 2004-05 2003-04 (12months) (9 months)

Income from Operations 386.86 426.47

Other Income 1.37 1.45

Total Income 388.23 427.92

Profit (Loss) before depreciation & Tax 111.86 90.94

Depreciation 35.67 33.00

Operating Profit (Loss) 76.20 57.94

Investments written off Nil 5.63

Profit after prior period adjustments 76.20 47.78

Provision for tax 1.50 Nil

Profit (Loss) after tax 74.70 47.78

Financial Performance

While there was a marginal fall in the turnover of the company, the profitability of the operations improved during the year under review compared to the previous year. Your company concentrated on the stabilization of the tools for the ePaper solution during the year under review. Your Directors are pleased to report that your company has been able to bag order from different publications in Australia, Malaysia and the Middle East for ePaper solution. The full potential of the marketing efforts are likely to be realized in the ensuing year.

Your Directors are also happy to report that feedback of the customers using the data cleansing solution has been very encouraging, and the performance in this area is expected to improve considerably during the current year.

Comments of the Auditors

As stated in the last report, the investments in the unlisted companies which are start ups have been shown at cost in respect of. As soon the market value becomes determinant, such information will be provided.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to state as follows:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures

2. The directors have selected such accounting policies and applied them consistently and made judgements 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.

3. 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.

4. The Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. T Venkatram Reddy resigned as a Director of the Company with effect from 8th September 2004. Your Directors wish to record their appreciation of the contribution made by Mr. Venkatram Reddy during his tenure as a Member of the Board.

Mr. Vinay Aggarwal was appointed by the Board as an Additional Director on 30th August 2005 in terms of Section 260 of the Companies Act. 1956. A resolution is being proposed at the ensuing Annual General Meeting proposing the appointment of Mr. Vinay Aggarwal as a Director.

Mr. H. Natarajan retires by rotation at the ensuing Annual General Meeting, and is eligible for reappointment. A resolution is being proposed at the ensuing Annual General Meeting proposing the reappointment of Mr. H Natarajan as Director.

As required by clause 49 of the Listing Agreement with the Stock Exchange, brief resumes of Mr. Vinay Aggarwal and Mr. H. Natarajan are included in the notice convening the Annual General Meeting.

Particulars of Employees

None of the employees of the Company have been in receipt of remuneration exceeding the amount as envisaged by Section 217 of the Companies Act, 1956. Hence, no particulars of employees are annexed to this Report.

Additional Particulars

The additional particulars as required by Sec. 217(l)(e) of the Companies Act, 1956 are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows:

Particulars 2004-05 2003-04

Value of Imports - CIF Basis (Rs.) - -

Expenditure in Foreign Currency (Rs.) 1,023,207 1,077,245

Foreign Currency Earnings - FOB basis (Rs.) 28,003,381 38,100,420 (including vaiue of Equity acquired in Perigon)

Auditors

M/s. Gokhale & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. A Certificate has been received from them stating that their reappointment, if made, shall be in accordance with the provisions of Section 224 of the Companies Act 1956. Your Directors recommend that the Auditors be reappointed.

Corporate Governance

A separate report in compliance with clause 49 of the Listing Agreement with the Stock Exchange is annexed as Annexure-I to, and forms a part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed as Annexure II to this Report.

Acknowledgements

Your Directors wish to place on record their appreciation of the excellent enthusiastic support received from the team of dedicated employees in the activities of your Company.

For and on behalf of the Board

Date: 30th August 2005 Sanjiv Gupta

Chairman & Managing Director Registered Office:

1-8-617/2 Prakasham Nagar, Begumpet Hyderabad - 500 016.

Mar 31, 2004

The Directors take pleasure in submitting their Report for the Financial Year ended 31st March, 2004.

Financial Results

The Audited Balance Sheet of your Company as at 31st March 2004, the Profit & Loss Account for the financial year ended on that date, along with the report of the Auditors thereon are being circulated with this report for your consideration.

Rs. in Lakhs

Particulars 2003-04 2002-03 (12months) (9 months)

Income from Operations 426.47 87.57

Other Income 1.45 2.81

Total Income 427.92 90.38

Profit (Loss) before depreciation & Tax 90.94 (0.68)

Depreciation 33.00 23.07

Operating Profit (Loss) 57.94 (23.75)

Investments written off 5.63 Nil

Profit after prior period adjustments 47.78 (22.34)

Provision for tax Nil 0.15

Profit (Loss) after tax 47.78 (22.49)

Financial Performance

The performance of your company for the year under review improved considerably compared to the previous year. Inspite of the uncertainties caused by the moves in USA to discourage outsourcing in the Information Technology sector in the international markets, your company has been able to post increased revenues.

Your company continues to use the lean phase to upgrade its skills and technologies and has been able to conclude a very lucrative venture with M/s. Perigon LLC, USA during this period. In exchange for development and transfer of data cleansing application, your company has acquired an equity stock in Perigon LLC for US$ 500,000. With the help of this acquisition of the application, M/s. Perigon LLC has begun making large strides within the Data Cleansing market. This will certainly see the valuation of the shares of Perigon reach reasonable highs in the ensuing years.

Efforts within the domestic sector have also proved to be financially rewarding for your company. Your directors are now pleased to inform that the digitization of content activity has elicited encouraging response. Your directors are confident of generating better revenues by exploiting application such as digitization of content, data management of Speech application in the current and ensuing years.

Comments of the Auditors

Your Directors wish to state that investments made are in unlisted companies, which are start-ups, and the formal valuation of the shares will take time. Hence, the investments have been shown at cost. As soon the market value becomes determinant, such information will be provided

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to state as follows:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures

2. The directors have selected such accounting policies and applied them consistently and made judgements 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.

3. 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.

4. The Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. Sunil M. Darda and Mr. Muktesh Sharma retire by rotation at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment.

As required by clause 49 of the Listing Agreement with the Stock Exchange, brief resumes of Mr. Sunil M. Darda and Mr. Muktesh Sharma are included in the notice convening the Annual GeneralMeeting.

ISO-9001 certification

Your company has committed itself to getting an ISO-9001 certification. Every effort is being made to have your company ISO 9001 certified by the end of Q3 of the current calendar year.

Particulars of Employees

None of the employees of the Company have been in receipt of remuneration exceeding the amount as envisaged by Section 217 of the Companies Act, 1956. Hence, no particulars of employees are annexed to this Report.

Additional Particulars

The additional particulars as required by Sec. 217(l)(e) of the Companies Act, 1956 are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows:

Particulars 2003-04 2002-03

Value of Imports - CIF Basis (Rs.) -- 603,540

Expenditure in Foreign Currency (Rs.) 1,077,245 1,642,333

Foreign Currency Earnings - FOB basis (Rs.) 38,100,420 7,452,201 (including value of Equity acquired in Perigon)

Auditors

M/s. Gokhale & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. A Certificate has been received from them stating that their reappointment, if made, shall be in accordance with the provisions of Section 224 of the Companies Act 1956. Your Directors recommend that the Auditors be reappointed.

Corporate Governance

A separate report in compliance with clause 49 of the Listing Agreement with the Stock Exchange is annexed as Annexure-I to, and forms a part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed as Annexure II to this Report.

Acknowledgements

Your Directors wish to place on record their appreciation of the excellent enthusiastic support received from the team of dedicated employees in the activities of your Company.

For and on behalf of the Board

Date: 2nd September 2004 Sanjiv Gupta

Chairman & Managing Director Registered Office:

1-8-617/2 Prakasham Nagar, Begumpet Hyderabad - 500 016.

Mar 31, 2003

The Directors take pleasure in submitting their Report for the Financial Year ended 31st March, 2003.

Financial Results

The Audited Balance Sheet of your Company as at 31st March 2003, the Profit & Loss Account for the financial year ended on that date consisting of 9 months, along with the report of the Auditors thereon are being circulated with this report for your consideration.

Rs. in Lakhs

Particulars 2002-03 2001-02 (9 months) (12 months)

Income from Operations 87.57 463.70

Other Income 2.81 14.60

Total Income 90.38 478.30

Profit (Loss) before depreciation & Tax (0.68) 232.58

Depreciation 23.07 30.04

Operating Profit (Loss) (23.75) 202.54

Provision for tax 0.15 1.70

Profit (Loss) after tax (22.49) 96.65

Financial Performance

The performance of your company has been rather disappointing during the year under review. A combination of several factors such as the continuing sluggishness in the Information Technology Sector in the international market, and the uncertainties in the US Markets due to the war clouds in Iraq hovering in the horizon. As many other mid-sized companies, your company has also been adversely affected by the market conditions.

Your Directors are however pleased to report that your company has used the lean period to develop very useful tools for application in the fields of Digitization of Content, Data Management, Speech Applications etc. Your Directors have also started seriously looking at the domestic market, and the initial response has been encouraging. Your Directors hope that they will be able to report an improved performance during the current financial year.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to state as follows:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgements 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.

3. 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.

4. The Directors have prepared the annual accounts on a going concern basis.

Dividend

In view of absence of profits, your Board regrets its inability to recommend any dividend.

Directors

Mr. Gusti Noria and Mr. H. Natarajan retire by rotation at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment.

As required by clause 49 of the Listing Agreement with the Stock Exchange, brief resumes of Mr. Gusti Noria and Mr. H. Natarajan are included in the notice convening the Annual General Meeting.

Shifting of Registered Office

Your Directors are pleased to report that on confirmation of the Petition before the ? Honourable Company Law Board, the Registered Office of your Company has been shifted from Tamil Nadu to Andhra Pradesh effective from 17th February 2003. The address of the Registered Office is given at the end of this Report.

Particulars of Employees

None of the employees of the Company have been in receipt of remuneration exceeding the amount as envisaged by Section 217 of the Companies Act, 1956. Hence, no particulars of employees are annexed to this Report.

Additional Particulars

The additional particulars as required by Sec.217(l)(e) of the Companies Act, 1956 are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows:

Particulars 2002-03 2001-02

Value of Imports - CIF Basis (Rs.) 603,540 115,327

Expenditure in Foreign Currency (Rs.) 1,642,333 3,027,328

Foreign Currency Earnings - FOB basis (Rs.) 7,452,201 18,123,309

Auditors

M/s. Gokhale & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. A Certificate has been received from them stating that their reappointment, if made, shall be in accordance with the provisions of Section 224 of the Companies Act 1956. Your Directors recommend that the Auditors be reappointed.

Corporate Governance

A separate report in compliance with clause 49 of the Listing Agreement with the Stock Exchange is annexed as Annexure-I to, and forms a part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed as Annexure II to this Report.

Acknowledgements

Your Directors wish to place on record their appreciation of the excellent enthusiastic support received from the team of dedicated employees in the activities of your Company.

For and on behalf of the Board

Date: 26th August 2003 Sanjiv Gupta

Chairman & Managing Director Registered Office:

1-8-617/2 Prakasham Nagar, Begumpet Hyderabad - 500 016.

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