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Directors Report of CES Ltd.

Jun 30, 2014

Dear Members,

The Directors have pleasure in presenting the 29thAnnual Report of the Company together with the Audited Accounts for the year ended on 30th June 2014 (01.07.2013 to 30.06.2014).

FINANCIAL RESULTS

Consolidated Standalone 2013-2014 2013-2014 2012-2013 Rs. Rs. Rs.

Net Revenue 1,031,029,771 333,040,568 275,740,582

Profit Before Depreciation 106,929,193 90,986,195 56,627,115

Depreciation 24,881,446 4,669,740 3,632,160

Profit Before Taxation 82,047,747 86,316,455 52,994,955

Provision for Taxation 31,399,596 30,230,511 8,672,907

Profit after Taxation 50,648,151 56,085,944 44,322,047

Brought Forward Profit/(Loss) 113,032,436 95,352,462 51,030,415

Balance carried to Balance Sheet 163,680,587 151,438,406 95,352,462

BUSINESS PERFORMANCE OF THE COMPANY

Since this is the first year of Consolidation our company has not presented consolidated figures for the previous year. Our revenue (Standalone) increased to Rs: 333.041 Millions from Rs.275.74 million from the previous year, also our Profit after Tax (PAT) increased to Rs: 56.085 Millions from Rs.44.322 million from the previous year.

DECLARATION OF DIVIDEND

As the Company is still under expansion mode, there was no dividend declared for the Current Year.

PROSPECTUS & OUTLOOK

The information technology (IT) and information technology enabled services (ITeS) industry has been one of the key driving forces fuelling India''s economic growth. The industry has not only transformed India''s image on the global platform, but also fuelled economic growth by energizing the higher education sector (especially in engineering and computer science). It has employed almost 10 million Indians and hence, has contributed a lot to social transformation in the country. The Indian IT-business process outsourcing (BPO) sector, including the domestic and exports segments, continue to grow from strength to strength, witnessing high levels of activity both onshore as well as offshore. The companies continue to move up the value-chain to offer higher end research and analytics services to their clients.

The sector''s contribution to the domestic GDP is estimated to rise to around 8.0% in FY13 from 1.2% during FY98. Further, the IT services and BPO segment is estimated to employ around 3 million people directly and nearly 9.5 million people indirectly as on FY 13 According to Nasscom, India continues to be a premier destination for global sourcing of IT and ITeS , accounting for around 52% share in the global sourcing market during FY13. In order to sustain its leadership position, the Indian IT and BPM vendors are focusing on developing end-to-end value proposition, building and maintaining customer relationship and adopting innovative business strategies.

IT-BPM revenue is estimated to grow at a higher pace during FY15, primarily driven by exports. According to Nasscom, India''s total IT-BPM is estimated to increase by around 9.3% to Rs. 118 billion in FY14. During FY15, the total IT-BPM revenue is likely to grow by around 12%. This growth will continue to be primarily driven by exports, which is anticipated to grow between 13%-15% y-o-y, while domestic market is expected to grow between 9%-12% during FY15. The growth in exports market is expected to be fuelled by India''s ability to offer solutions that integrate new business models such as SMAC (Social, Mobile, Analytics and Cloud) with traditional offerings and improvement in demand scenario with signs of revival in the global economy.

Government Initiatives

* The Central Government and the respective state governments are expected to collectively spend US$ 6.4 billion on IT products and services in 2014, an increase of 4.3 per cent over 2013.

* The Government of India has allocated a sum of Rs 7,060 crores (US$ 1.16 billion) in the current fiscal for the project of developing ''one hundred Smart Cities''. The Government of India also plans to launch a pan India programme ''Digital India'' with an outlay of Rs.500 crores (US$ 82.71 million).

Road Ahead

Globalization has had a profound impact in shaping the Indian IT industry with India capturing a sizeable chunk of the global market for technology sourcing and business services. Over the years, the growth drivers for this sector have been the verticals of manufacturing, telecommunication, insurance, banking, and finance and, of late, the fledgling retail revolution. As the new scenario unfolds, it is getting clear that the future growth of IT and ITeS will be fuelled by the verticals of climate change, mobile applications, healthcare, energy efficiency and sustainable energy. Traditional business strongholds will make way for new geographies, there would be new customers and more and more of SMEs will go for IT application and services.

SMAC based technology platform is expected to fuel growth of the IT and ITeS industry. SMAC based integrated offerings is expected to change the way companies do business in the near future. Increasing number of companies is exploring innovative methods to attract customers and allocate & manage resources by employing SMAC based platforms. In the near-term, it is expected to emerge as the major growth driver of the entire IT and ITeS industry, as foreign firms are expected to increase their budget on outsourcing of SMAC based software and services. This represents an attractive opportunity for India IT vendors. As per Nasscom, the combined potential of SMAC based technologies is estimated to be between US$ 70 billion to US$ 200 billion over the next three years.

Indian IT vendors are increasingly looking for innovation in the engagement and pricing model to establish their distinct value proposition. The transforming business scenario has led to a shift from initial FTE (Full-Time employee requirement) to fixed price or subscription based pricing models and now towards non-linear models such as hybrid based, gain-share, transaction based, outcome based and pay-per use models. In the near future, the industry is expected to witness increased acceptance of these new-age pricing and business models, which are customized as per client''s needs and help in controlling cost and leveraging the benefits of resource pooling.

Our Company is growing, regardless of immense competition and swift changes in global IT Industry, by providing quality and value added services to the clients. Currently it is providing customized and varied services to its clients through its centers of excellence at both India and USA.

Changes & Developments during the year and thereafter:

Opening of the Branch office in USA:

The Company is pleased to announce that a branch office was incorporated under the name "CES Limited LLC" in Detroit, USA to spread its business. This branch is going to increase the customer base of the Company and make the marketing, distribution and delivery of its products and easier and more effective. This branch of the Company will bring its product closer to the customers by increasing their accessibility to it.

Purchase of Property at Ramky Selenium, Gachibowli, Hyderabad:

The Company is pleased announce that it has purchased a property of 24,550 Square Feet at 7th Floor, Ramky Selenium, Nanakramaguda, Gachibowli, Hyderabad - 08 from Shriram Ventures Limited, Chennai. This property is located in the Financial District, Hyderabad, which is the new landmark for the back-office operations of banking, insurance and financial institutions. The first phase of financial district is home to TSI Business parks, IT/ITES special economic zones, Tishman Speyer''s, Waverock Building, which houses multinational conglomerates like Accenture, TCS, and Dupont. US Consulate has also has been allotted the land in the Financial District for the construction of a permanent building. Company is setting up, meeting the global IT and BPO Standards, a world-class infrastructure facility with 100% power backup. The premises is inclusive of a fully equipped cafeteria, a recreation, training and development rooms to up skill the teams within. The Centre (BDC) will have bandwidth available through secure and redundant network connectivity. Site security is further ensured by both digital means and 24 x 7 x 365 physical security.

Investment in CES Information Technologies Pvt Ltd:

The Company as part of its strategic expansion plans has acquired the majority of the shares of "CES Information Technologies Pvt Ltd (Formerly known as Decatrend Enterprise Solutions Pvt Limited). CES IT is an information technology consulting company, which helps its customers with IT Solutions, Services and streamlining their business processes. CES IT caters to the business needs of its clients with mobile solutions across various platforms like Android, iOS and Windows.

Consolidation of Financials

Pursuant to Clause 41(I) e of Listing Agreement, Company shall mandatory consolidate Annual financials with its Subsidiary Company, Balance sheet & Profit & loss prepared in consolidated Form. The Company has adopted consolidated financial reporting from September 2014 quarter.

Upcoming Financial year to Nine Months i.e. 31st March 2015:

Pursuant section 2(41) of Companies Act 2013, every company has to align its financials as 31 march for year ending within period of two years from date of applicability of this section, therefore the Financial year ending for 2014-15 of the Company will be 31st march, 2015.

Status of Warrants allotted

Pursuant to the sanctioned Scheme of Arrangement, between CES Private Limited (Transferor Company) and CES Limited (Formerly known as Serve All Enterprise Solutions Ltd) (Transferee Company), the Company issued & allotted 87,00,000 warrants to be converted into fully paid equity shares of Rs 10/- each with in a period of 18 months from the date of allotment i.e. 4th March 2013, to the shareholders of CES Private Limited. And the Company has not received any request for the conversion of these warrants to equity shares within the previously mentioned period, hence the warrants lapsed on 4th September 2014. This was intimated to the Stock Exchanges where the equity shares of the Company were listed.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

At CES, human capital has always been the most valuable asset of the Company. Our employees represent the backbone of the corporate success. The Company provides its employees a transparent and level playing work environment that fosters the culture of collaborative working, meritocracy and on-the-job career progression.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses and ensuring compliance of corporate policies. Also, the Company reviews, from time-to-time, the adequacy of internal control checks in the system and covers all significant areas of the Company''s operations such as software delivery,accounting and finance, procurement, employee engagement and IT processes in the Company.

The Company is pleased to announce that it has successfully achieved the Industry level best practices compliance certifications like

* ISO 9001: 2008 for Quality Management Systems

* ISO 27001 for Information Security and Data Privacy Systems

* SOC-Type-1 (Statement of Controls)

The Company has also kicked off the achievement process for the other prestigious certifications like CMMi-SVC and SOC-Type-II (Statement of Controls), to maintain the higher Quality and IT Security standards of the industry.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1) (e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy:

This year we devoted considerable attention on methods and approaches to conserve power. Significant steps taken in this regard include the following:-

* Turning off monitors during week ends.

* Hibernation of Desktops & notebook computers when not in use.

* Turning off lights in all floors when not working.

* Turning off the Air Conditioners during non peak hours and on weekends.

(b) (i) Technology Absorption, adaptation and innovation:-

As you would appreciate, technology is witnessing rapid change. Since our customers expect us to lead them through such change, we proactively & continuously invest in developing technology building blocks and solution frameworks which add value to our customers'' business. Company uses a multi-pronged strategy for developing technology assets and to promote innovation. These technology initiatives are driven by each business unit based on the trends they see in their respective markets. These efforts help us in two ways (i) gain our customers'' trust & confidence; and (ii) attract & retain key talent who see the Company as a more exciting place to work in.

(ii) Research and Development (R & D):

Your company carries out various research and development initiatives to address different market segments.

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors hereby report that there was an employee in receipt of remuneration of Rs. 5,08,333/- per month and was employed from 04.12.2013 to 30.06.2014 and was designated as Project Manager.

S. Name of the Remuneration Whether any director is a relative- No. employee & (duration) y/n along with name of the director position

1. Gaurav Jaju 5,08,333/- No.

BOARD OF DIRECTORS

Mr. Ram Rao Kancharla (00028434) retires by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment.

DECLARATION ON CODE OF CONDUCT

Pursuant to provisions of Clause 49 (I) (D) (ii) of the Listing Agreement, that all the members of the Board and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 141 of the Companies Act, 2013. The Board recommended to the members to reappoint the auditors for a period of 3 years and authorized the Board of Directors of the Company to fix their remuneration.

FIXED DEPOSITS

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

SUBSIDIARIES:

CES USA Inc.

The Turnover from the operations of CES USA Inc for the financial Year ending 31st March, 2014 was $ 11.86 Million of USD and Net Profit was $ 5098 USD.

SUBSIDIARIES:

CES USA Inc.

The Turnover from the operations of CES USA Inc for the financial Year ending 31st March, 2014 was $ 11.86 Million of USD and Net Profit was $ 5098 USD.

CES Information Technologies Private Limited.

The Turnover from the operations of CES Information Technologies Private Limited for the financial Year ending 31st March, 2014 was Rs. 73.05 Lakhs and Net Profit/Loss was Rs (101.61) Lakhs.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the sate of affairs of the Company at the end of the financial year and/of the Profit or Loss of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai.

2. Ahmadabad Stock Exchange Limited, Ahmadabad.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

PERSONNEL

Employees are intellectual asset of our Company and management has taken utmost care for contentment of employees. It takes suggestions, views and understand technicalities faced by them and accordingly train, nurture mark them for upcoming challenges. On the other end management has good liaison with employees. The management from time to time take feedbacks from employees and considering consensus issues address accordingly.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from central and state governments, financial institutions, banks, government authorities, customers, suppliers and investors during the year under review. Your Directors wish to place on record their deep sense of appreciation, of the dedicated and sincere services rendered by the employees of the Company for its success.

For CES LIMITED (Formerly known as Serve All Enterprise Solutions Ltd)

Sd/- Sd/- MOHANA RAO KANCHARLA SRINIVASA CHAKRAVARTI YALAMATI DIRECTOR (00004288) DIRECTOR (00052308)

PLACE: HYDERABAD DATE : 06/12/2014


Jun 30, 2013

The Directors have pleasure in presenting the 28thAnnual Report of the Company together with the Audited Accounts for the year ended on 30th June 2013(01.07.2012 to 30.06.2013).

FINANCIAL RESULTS

2012-2013* 2011-2012** Rs. Rs.

Net Revenue 275,740,582 164,775,757

Profit Before Depreciation 56,627,115 36,198,100

Depreciation 3,632,160 3,471,513

Profit Before Taxation 52,994,955 32,726,586

Provision for Taxation 8,672,907 6,161,185

Profit after Taxation 44,322,047 26,565,401

Brought Forward Profit/(Loss) 51,030,415 24,465,013

Balance carried to Balance Sheet 95,352,462 51,030,415

* FY 2012-13 figures are pertaining to Post Scheme of Amalgamation with Departed Technologies Pvt Ltd. ** FY 2011-12 figures are pertaining to Post Scheme of Arrangement with CES Pvt Ltd.

BUSINESS PERFORMANCE OF THE COMPANY

Our revenue increased to Rs. 275.74 million from Rs. 164.77million from the previous year, Also, our Profit After Tax (PAT) increased to Rs. 443.22 million from Rs. 265.65million from the previous year.

DECLARATION OF DIVIDEND

There was no dividend declared for the Current Year.

PROSPECTUS & OUTLOOK

The IT& ITeS industry in India has today become a growth engine for the economy, contributing substantially to increases in the GDP, urban employment and exports, to achieve the vision of a powerful and resilient India.

FY2012 is a landmark year – while the Indian IT-BPO industry weathered uncertainties in the global business environment, this is also the year when the industry is set to reach a significant milestone – aggregate revenue for FY2012 is expected to cross USD 100 billion. Aggregate IT software and services revenue (excluding hardware) is estimated at USD 88 billion and are expected to grow by 12-14 per cent in FY14and to touch US$ 225 billion by 2020.

India''s total IT industry''s (including hardware) share in the global market stands at 7 per cent; in the IT segment the share is 4 per cent while in the ITeS space the share is 2 per cent. The industry is dominated by large integrated players consisting of both Indian and international service providers. During the year, the share of Indian providers went up to 65 per cent-70 per cent due to the emerging trend of monetisation of captives.

IT spending in India is projected to reach US$ 71.5 billion in 2013, an increase of 7.7 per cent as compared to US$ 66.4 billion projected for 2012, as per a report by Gartner.

The industry continues to be a net employment generator - expected to add 230,000 jobs in FY2014, thus providing direct employment to about 2.8 million, and indirectly employing 8.9 million people.

Road Ahead

As IT is increasingly gaining traction in small and medium business activities, the sector offers impressive growth opportunities and is estimated at approximately US$ 230 billion–US$ 250 billion by 2020. In a bid to reduce cost, governments across the world are exploring outsourcing and global sourcing options.

Digitisation of content and increased connectivity is leading to a rise in IT adoption by media. Emerging technologies present an entire new gamut of opportunities for IT firms in India. Social, mobility, analytics and cloud (SMAC) provide US$ 1 trillion opportunity. Cloud represents the largest opportunity under SMAC, increasing at a CAGR of approximately 30 per cent to around US$ 650 billion–US$ 700 billion by 2020. Social media is the second most lucrative segment for IT firms, offering a US$ 250 billion market opportunity by 2020 and also technologies, such as telemedicine, Health, remote monitoring solutions and clinical information systems, would also continue to boost demand for IT service across the globe. IT sophistication in the utilities segment and the need for standardisation of the process are expected to drive demand.

While India still remains as the preferred destination for outsourcing activities, many other countries have started providing similar type of services and are fast emerging as competitive locations. The competition from countries such as China, Philippines, Vietnam, Poland, Hungary, Mexico, Brazil, and Egypt poses a great challenge for India. Currently India accounts for 20-25% of R&D off shoring whereas China is behind with 15-20% market share. Thus the Indian ITeS-BPO sector needs to make extra endeavor to remain competitive in terms of cost efficiency measures and scalability of various high end services to handle competition.

Our Company is likely to continue growing from strength to strength, as we incorporate best in class practices from global counterparts whilst retaining the edge in terms of lower cost of labor and with its multiple initiatives to maintain profitability and be ready for new opportunities. In coming years, our Company will accomplish satisfactory growth in revenue as well as profits.

SCHEME OF AMALGAMATION

The Company is pleased to inform that the Scheme of Amalgamation between CES Limited(Firmly known as Serve All Enterprise Solutions Limited) (Transferee Company) and Departed Technologies Private Limited (Transferor Company), Transferor Company Petition No: 182 of 2013 connected with Company Application No:815 of 2013 as per the Companies Act, 1956 (1 of 1956) Under Sections 391 and 394 before the Hon''ble High Court at Andhra Pradesh is approved as per orders dated 04th November 2013, hence the Scheme of Amalgamation between M/s. CES Limited (Firmly known as Serve All Enterprise Solutions Limited) and M/s. Departed Technologies Pvt Limited was considered.

Considering the Hon''ble High Court of Andhra Pradesh orders dated 04th November 2013 on the Scheme of Amalgamation between Departed Technologies Pvt Ltd and CES Limited (Frmly known as Serve All Enterprise Solutions Limited), the effect of transfer of loans, advances and assets& liabilities has been given effect in the books of account of CES Limited.

Changes & Developments during the year and thereafter

The Scheme of Amalgamation between Departed Technologies Pvt Limited (Transferor Company) and CES Limited (Transferee Company)(Frmly known as Serve All Enterprise Solutions Limited) was sanctioned by the Hon''ble High Court of Andhra Pradesh through its Order Dated 08th November 2013, which came into effective from the appointed date i.e 1stApril 2012.

Equity Share Capital:

As per the sanctioned Scheme of Amalgamation, The Authorized Capital of Departed Technologies Pvt Ltd (Transferor Company) will get merged with that of CES Limited (Transferee Company) (Firmly known as Serve All Enterprise Solutions Limited) without payment of additional fees and duties as the said fees have already been paid and the Authorised Capital of the Transferee Company will be increased to that effect. And accordingly, the authorized share capital of the Company rose from Rs20, 00, 00000(rupees twenty crores) to Rs20,10, 0000 (rupees twenty crores ten lakhs).

Listing of Equity Shares

As per the sanctioned Scheme of Arrangement, between CES Pvt Ltd (Transferor Company) and CES Limited (Firmly known as Serve All Enterprise Solutions Ltd) (Transferee Company), the Company has allotted 3, 00,000 (Three Lakhs) fully paid up equity shares of face value of Rs. 10/- each to the shareholders of CES Pvt Ltd (Transferor Company) and the allotted 3, 00,000 (three lakhs) shares were listed with BSE on 04th June, 2013 and trading permission was accorded on 02nd July 2013.

Status of Warrants allotted

Pursuant to the sanctioned Scheme of Arrangement, between CES Pvt Ltd (Transferor Company) and CES Limited (Firmly knwn as Serve All Enterprise Solutions Ltd) (Transferee Company), the Company issued & allotted 87,00,000 warrants to be converted into fully paid equity shares of Rs 10/- each with in a period of 18 months from the date of allotment i.e. 4th March 2013, to the shareholders of CES Pvt Ltd and the Company has not received any request for conversion of warrants to equity shares.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

At CES, human capital has always been the most valuable asset of the Company. Our employee represents the backbone of the corporate success. The Company provides its employees with a professionally rewarding and enriching work management system that focuses on employee development, measuring the key result areas, competencies and training needs. The Company provides its employees a transparent and level playing work environment that fosters the culture of collaborative working, meritocracy and on-the-job career progression.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses and ensuring compliance of corporate policies. Also, the Company reviews, from time-to-time, the adequacy of internal control checks in the system and covers all significant areas of the Company''s operations such as software delivery, accounting and finance, procurement, employee engagement and IT processes in the Company.

The Company has kicked off the achievement process for the prestigious certifications like

- ISO 9001

- CMMi –SVC

- ISO 27001

To maintain Quality and IT Security standards in the industry, this would add value to our customers and help us to regain their trust & confidence.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy:

This year we devoted considerable attention on methods and approaches to conserve power. Significant steps taken in this regard include the following:- · Turning off monitors during week ends

- Hibernation of Desktops & notebook computers when not in use

- Turning off lights in all floors when minds not working

- Turning off the Air Conditioners during non peak hours and on weekends.

(b) (i) Technology Absorption, adaptation and innovation:-

As you would appreciate, technology is witnessing rapid change. Since our customers expect us to lead them through such change, we proactively & continuously invest in developing technology building blocks and solution frameworks which add value to our customers'' business. Company uses a multi-pronged strategy for developing technology assets and to promote innovation. These technology initiatives are driven by each business unit based on the trends they see in their respective markets. These efforts help us in two ways (i) gain our customers'' trust & confidence; and (ii) attract & retain key talent who see the Company as a more exciting place to work in.

(ii) Research and Development (R & D):

Your company carries out various research and development initiatives to address different market segments.

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

BOARD OF DIRECTORS

Mr. Venkat Davarapalli retires by rotation at the ensuing annual general meeting and being eligible offer himself for re-appointment.

DECLARATION ON CODE OF CONDUCT

Pursuant to provisions of Clause 49 (I) (D) (ii) of the Listing Agreement, that all the members of the Board and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. M/s. P.Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

FIXED DEPOSITS

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

SUBSIDIARIES:

CES USA Inc.

The Turnover from the operations of CES USA Inc for the Financial Year ending 31st March, 2013 was 3337.89 thousands of USD and Net Profit was 9.60 thousands of USD.

The Ministry of Corporate Affairs, Government of India, has granted a general exemption under section 212(8) of the Companies Act, 1956 from the requirement to attach detailed financial statements of each subsidiary. In compliance with the exemption granted, we have annexed a detailed statement on our subsidiaries to the Directors report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and/ of the Profit or Loss of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai

2. Ahmadabad Stock Exchange Limited, Ahmadabad.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

PERSONNEL

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co- operation received from central and state governments, financial institutions, banks, government authorities, customers, suppliers and investors during the year under review. Your Directors wish to place on record their deep sense of appreciation, of the dedicated and sincere services rendered by the employees of the Company for its success.

For CES LIMITED

MOHANA RAO KANCHARLA SRINIVASA CHAKRAVARTI YALAMATI

DIRECTOR DIRECTOR

PLACE : HYDERABAD

DATE : 09/12/2013


Jun 30, 2012

To The Members of M/s. SERVE ALL ENTERPRISE SOLUTIONS LIMITED

The Directors have pleasure in presenting the 27thAnnual Report of the Company together with the Audited Accounts for the year ended on 30th June 2012 (01.07.2011 to 30.06.2012).

FINANCIAL RESULTS 2011-2012 2010-2011* Rs. Rs.

Net Revenue 139,713,689 125,562,393

Profit Before Depreciation 28,277,504 29,786,955

Depreciation 2,749,465 6,038,344

Profit Before Taxation 25,528,039 23,748,611

Provision for Taxation 4,084,225 3,885,688

Profit after Taxation 21,443,814 19,862,923

Brought Forward Profit/(Loss) 27,095,187 7,232,264

Balance carried to Balance Sheet 48,539,002 27,095,187

*FY 2010-11 financials are regrouped as per the revised Sch VI format. FY 2010-11 figures are pertaining to Post Scheme of Arrangement. The merger is effective w.e.f. 01.06.2010.

BUSINESS PERFORMANCE OF THE COMPANY

Our revenue increased to Rs. 139.71million from Rs. 125.56 million from the previous year, Also, our Profit After Tax (PAT) increased to Rs. 214.43 million from Rs. 198.62 million from the previous year.

DECLARATION OF DIVIDEND

There was no dividend declared for the Current Year.

PROSPECTUS & OUTLOOK

IT/ITeS industry has been one of the key driving forces fuelling India''s economic growth. As a proportion of national GDP, IT/ITeS sector''s contribution has risen from 1.2% in 1997-98 to an estimated 7.5% in 2011-12.

As per NASSCOM estimates, IT/ITeS sector (excluding hardware) revenues are estimated at US$ 87.6 billion in FY 2011-12. The sector is expected to grow by 19% during FY 2012-13.

IT/ITeS sector has also created tremendous entrepreneurial and job opportunities, generating direct and indirect employment of nearly 2.8 million and around 8.9 million respectively. Estimates reflect the growth to be more than 14 million (directly and indirectly) by 2015 and around 30 million by 2030.

India accounts for less than 5 per cent of global technology spending - tremendous untapped potential for growth of Indian IT-BPO sector, in both core as well as emerging opportunities. To achieve growth, the sector has to continue to re-invent itself - through new business models, global delivery, partnerships and transformative focus. Prevailing global megatrends presents new opportunities and risks for the industry, which will shape the technology industry landscape IT-BPO sector will need to build on its strengths and address challenges around competition, talent, security and business environment.

Road Ahead

India will be uniquely positioned to sustain its global leadership position, grow its offshore IT- ITES industries at an annual rate of 24% to 25%, sustain nearly 10 m jobs, and generate export revenues of more than US$ 100bn by FY12-13 (as per NASSCOM estimates).

Strong economic growth, rapid advancement in technology infrastructure, increasingly competitive Indian organisations, enhanced focus by the government and emergence of business models that help provide IT to new customer segments are the key drivers for increased technology adoption in India.

The Companies to increase operational efficiencies have to reinvent and embrace new business models which will offer customers a transformed business proposition. For example, based on the customer requirement shift to transaction-based pricing which facilitates revenue-generating projects. Our Company is likely to continue growing from strength to strength, as we incorporate best in class practices from global counterparts whilst retaining the edge in terms of lower cost of labor and with its multiple initiatives to maintain profitability and be ready for new opportunities.In coming years, our Company will accomplish satisfactory growth in revenue as well as profits.

SCHEME OF ARRANGEMENT

The Company is pleased to inform that the Company Petition No: 215 of 2011 connected with Company Application No:1524 of 2011 as per the Companies Act, 1956 (1 of 1956) Under Sections 391 and 394 before the Hon''ble High Court at Andhra Pradesh is approved as per orders dated 21st January 2013, hence the Scheme of Arrangement between M/s. CES Private Limited and M/s. Serve All Enterprise Solutions Limited and their Respective Share Holders was considered and new shares and warrants were allotted per Scheme of Arrangement.

Considering the Hon''ble High Court of Andhra Pradesh orders dated 21st January 2013 on the Scheme of Arrangement between CES Pvt Ltd and Serve All Enterprise Solutions Limited and their respective shareholders, the effect of transfer of certain investments, loans, advances and assets has been given effect in the books of account of Serve All Enterprise Solutions Limited.

Changes & Developments during the year and thereafter

The Scheme of Arrangement between Serve All Enterprise Solutions Limited (Transferee Company) and CES Private Limited (Transferor Company) and their respective shareholders was sanctioned by the Hon''ble High Court of Andhra Pradesh through its Order Dated 21st January 2013, which came into effective from the appointed date i.e 1st June 2010.

Expansion of the operations

During the year as a part of its expansion plans the Company has expanded its operations and expanded to two new centers at Hyderabad.

Equity Share Capital:

As per the sanctioned Scheme of Arrangement, Serve All Enterprise Solutions Ltd (Transferee Company) in its Board Meeting held on 4th March 2013, has allotted one fully paid up equity share of face value of Rs. 10/- and 29 warrants to be converted into equity shares of Rs. 10/- each for every 20 fully paid up equity shares of Rs. 10/- each to the shareholders of CES Pvt Ltd (Transferor Company) , on the record date, in proportion to post reduction shares of transferor company (CES Private Limited). And accordingly, the paid-up share capital of the Company rose from Rs 1, 00, 00000 (rupees one crore) to Rs 13,000,000 (rupees one crore thirty lakhs).

(Pursuant to the Court Orders of Honorable High Court of Andhra Pradesh, Hyderabad the Company issued & allotted 87,00,000 warrants to be converted into fully paid equity shares of Rs 10/- each with in a period of 18 months)

HUMAN RESOURCES & INDUSTRIAL RELATIONS

At Serve All, human capital has always been the most valuable asset of the Company. Our employee represents the backbone of the corporate success. The Company provides its employees with a professionally rewarding and enriching work management system that focuses on employee development, measuring the key result areas, competencies and training needs. The Company provides its employees a transparent and level playing work environment that fosters the culture of collaborative working, meritocracy and on-the-job career progression.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses and ensuring compliance of corporate policies. Also, the Company reviews, from time-to-time, the adequacy of internal control checks in the system and covers all significant areas of the Company''s operations such as software delivery,accounting and finance, procurement, employee engagement and IT processes in the Company.

The Company has kicked off the achievement process for the prestigious certifications like

- ISO 9001

- CMMI -SVC

- ISO 27001

To maintain Quality and IT Security standards in the industry, this would add value to our customers and help us to regain their trust & confidence.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy:

This year we devoted considerable attention on methods and approaches to conserve power. Significant steps taken in this regard include the following:-

- Turning off monitors during week ends

- Hibernation of Desktops & notebook computers when not in use

- Turning off lights in all floors when minds not working

- Turning off the Air Conditioners during non peak hours and on weekends.

(b) (i) Technology Absorption, adaptation and innovation:-

As you would appreciate, technology is witnessing rapid change. Since our customers expect us to lead them through such change, we proactively & continuously invest in developing technology building blocks and solution frameworks which add value to our customers'' business. Company uses a multi-pronged strategy for developing technology assets and to promote innovation. These technology initiatives are driven by each business unit based on the trends they see in their respective markets. These efforts help us in two ways (i) gain our customers'' trust & confidence; and (ii) attract & retain key talent who see the Company as a more exciting place to work in.

(ii) Research and Development (R & D):

Your company carries out various research and development initiatives to address different market segments.

(b) Foreign Exchange Earnings and Outgo -

(In Rupees)

30.6.2012 30.6.2011

Foreign Exchange Earnings 134,389,563 107,124,139

Foreign exchange out go 1,577,860 1,833,799/-

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

BOARD OF DIRECTORS

Mr. Ram Kancharla retires by rotation at the ensuing annual general meeting and being eligible offer himself for re-appointment.

DECLARATION ON CODE OF CONDUCT

Pursuant to provisions of Clause 49 (I) (D) (ii) of the Listing Agreement, that all the members of the Board and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. M/s. P.Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

FIXED DEPOSITS

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

SUBSIDIARIES: CES USA Inc.

The Turnover from the operations of CES USA Inc for the Financial Year ending 31st March, 2012 was 11,168 thousands of USD and Net Profit was 51 thousands of USD.

Decatrend Technologies Private Limited:

Decatrend Technologies Private Limited has registered Net Sales/Income from Operations of Rs: 994.59 Lakhs and Posted a Net Profit after taxation of Rs: 275.17 Lakhs for the Financial Year Ended 31st of March 2012.

The Ministry of Corporate Affairs, Government of India, has granted a general exemption under section 212(8) of the Companies Act, 1956 from the requirement to attach detailed financial statements of each subsidiary. In compliance with the exemption granted, we have annexed a detailed statement on our subsidiaries to the Directors report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the sate of affairs of the Company at the end of the financial year and/ of the Profit or Loss of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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.

STATEMENT PURSUANT TO LISTING AGREEMENT

The company''s Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai

2. Ahmadabad Stock Exchange Limited, Ahmadabad.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

PERSONNEL

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co- operation received from central and state governments, financial institutions, banks, government authorities, customers, suppliers and investors during the year under review. Your Directors wish to place on record their deep sense of appreciation, of the dedicated and sincere services rendered by the employees of the Company for its success.

for SERVE ALL ENTERPRISE SOLUTIONS LIMITED

MOHANA RAO KANCHARLA SRINIVASA CHAKRAVARTI YALAMATI

DIRECTOR DIRECTOR

PLACE : HYDERABAD

DATE : 06/03/2013


Jun 30, 2011

To The Members of M/s. SERVE ALL ENTERPRISE SOLUTIONS LIMITED

The Directors have pleasure in presenting the 26th Annual Report of the Company together with the Audited Accounts for the year ended on 30th June 2011 (01.07.2010 to 30.06.2011).

FINANCIAL RESULTS

2010-2011 2009-2010 Rs. Rs

Net Revenue 97,668,528 70,206,464

Profit Before Depreciation 14,312,814 6,452,053

Depreciation : 623,793 493,499

Profit Before Taxation ; 13,689,021 5,958,554

Provision for Taxation 3,641,901 1,411,135

Profit after Taxation 10,047,120 4,547,419

Brought Forward Loss 6,230,522 1,683,103

Balance carried to Balance Sheet 16,277,642 6,230,522

BUSINESS PERFORMANCE OF THE COMPANY

Our revenue increased to Rs.97.67 million from Rs.70.21 million from the previous year, at a growth rate of 39%. Also, our Profit After Tax (PAT) increased to Rs.10.05 million from Rs.4.55 million from the previous year. And, our Earnings Per Share (EPS) increased to Rs.10.05 from Rs.4.55, an increase of 121 %.

PROSPECTUS & OUTLOOK

The Indian information technology (IT) industry has played a key role in putting India on the global map. The IT-BPO sector has become one of the most significant growth catalysts for the Indian economy. In addition to fuelling India's economy, this industry is also positively influencing the lives of its people through an active direct and indirect contribution to various socio-economic parameters such as employment, standard of living and diversity. The industry has played a significant role in transforming India's image from a slow moving bureaucratic economy to a land of innovative entrepreneurs and a global player in providing world class technology solutions and business services

Post the global economic slowdown, the Indian IT-BPO industry has come across as a more mature, diversified sector. The revenue statistics for the year 2010-11 reflect the industry's gritty side and its ability to successfully weather storms and global market volatility.

According to NASSCOM, the Indian IT - BPO industry registered a growth of 19.2 per cent in F Y 2011. Exports are estimated to grow by about 18.5 per cent in F Y 2011 and reach USD 59 Billion while the domestic segment (including hardware), grew by 21 per cent in F Y 2011, to reach USD 28.8 Billion.

India is a preferred destination for companies looking to offshore their IT and back-office functions. It also retains its low-cost advantage and is a financially attractive location when viewed in combination with the business environment it offers and the availability of skilled people.

Road Ahead

The Indian information technology sector continues to be one of the sunshine sectors of the Indian economy showing rapid growth and promise.

According to a report prepared for NASSCOM, The workforce in Indian IT industry will touch 30 million by 2020, and the exports component of the Indian industry is expected to reach US$ 175 billion in revenue by 2020. The domestic component will contribute US$ 50 billion in revenue by 2020. Together, the IT sector is poised to become a US$ 225 billion industry by 2020, as new opportunities emerge in areas such as public sector and healthcare and as geographies including Brazil, Russia, China and Japan opt for greater outsourcing.

Strong economic growth, rapid advancement in technology infrastructure, increasingly competitive Indian organisations, enhanced focus by the government and emergence of business models that help provide IT to new customer segments are the key drivers for increased technology adoption in India

The Company is likely to continue growing from strength to strength, as we incorporate best in class practices from global counterparts whilst retaining the edge in terms of lower cost of labor and with its multiple initiatives to maintain profitability and be ready for new opportunities. In coming years, our Company will accomplish satisfactory growth in Revenue as well as Profits,

SCHEME OF ARRANGEMENT

M/s. CES Private Limited (Formerly known as Computes Enterprise Solutions Private Limited) was incorporated in the year 2001. The company is a leading IT services and software development firm providing the highest quality IT services and solutions at low cost to broad array of public and private sector clients around the world. CES including its investments by way of shares in other bodies corporate other than the customized software development business were proposed to be transferred to and vested in SERVE ALL ENTERPRISE SOLUTIONS LIMITED on a going concern basis with effect from 1st July, 2010

SERVE ALL ENTERPRISE SOLUTIONS LIMITED has received the in principle approval for the scheme of arrangement, from Bombay Stock Exchange on 20th May 2011.

In terms of the Scheme of Arrangement between M/s. CES Private Limited and M/s. Serve All Enterprise Solutions Limited and their Respective Share Holders, the Company submitted COMPANY PETITION NO. 215 OF 2011 CONNECTED WITH COMPANY APPLICATION NO. 1524 OF 2011 as per the Companies Act, 1956 (1 of 1956) Under Sections 391 and 394 before the - Hon'ble High Court at Andhra Pradesh.

The Scheme was approved by the shareholders of the Company (Serve All Enterprise Solutions Limited) in the Extra Ordinary General Meeting held on 5th November, 2011 which was convened by Holler High Court of Andhra Pradesh.

In this connection the company applied for extension of Annual General Meeting which was approved by Registrar of Companies, Andhra Pradesh till 31st March 2012 vide their letter date 7th December 2011. Due to pending approval of the Hostile High Court of Andhra Pradesh, the Board of Directors decided to proceed as per the records.

Pending approval of the Hon'ble High Court of Andhra Pradesh, the effect of transfer of certain investments, loans, advances and assets has not been given effect in the books of account of Serve All Enterprise Solutions Limited.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

At Serve All, human capital has always been the most valuable asset of the company. Our employees form the central nervous system of the Company and its growth and development is attributed to them. The Company provides its employees a transparent and level playing work environment that fosters the culture of collaborative working, meritocracy and on-the-job career progression.

The key elements of the Company's human resource management strategy include talent acquisition, training and development, compensation and retention. The Company has established a work ethic based on values that transcend across all its operations. The culture is oriented to high growth and performance that allows the Company to attract, motivate and retain high quality talent of human resources.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses and ensuring compliance of corporate policies. Also, the Company reviews, from time-to-time, the adequacy of internal control checks in the system and covers all significant areas of the Company's operations such as software delivery, accounting and finance, procurement, employee engagement and IT processes in the Company,

ADDITIONAL INFORMATION AS REQUIRED U/S 217(l)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy:

This year we devoted considerable attention on methods and approaches to conserve power. Significant steps taken in this regard include the following:-

- Turning off monitors during week ends

- Hibernation of Desktops & notebook computers when not in use

- Turning off lights in all floors when Minds not working

- Turning off the Air Conditioners during non peak hours and on weekends.

(b) (i) Technology Absorption, adaptation and innovation:-

As you would appreciate, technology is witnessing rapid change. Since our customers expect us to lead them through such change, we proactively & continuously invest in developing technology building blocks and solution frameworks which add value to our customers' business. Company uses a multi-pronged strategy for developing technology assets and to promote innovation. These technology initiatives are driven by each business unit based on the trends they see in their respective markets. These efforts help us in two ways (i) gain our customers' trust & confidence; and (ii) attract & retain key talent who see the Company as a more exciting place to work in.

(ii) Research and Development (R&D):

Your company carries out various research and development initiatives to address different market segments.

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

BOARD OF DIRECTORS

Mr. Duruvasan R retires by rotation at the ensuing annual general meeting and being eligible offer himself for re-appointment.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the sate of affairs of the Company at the end of the financial year and/ of the Profit or Loss of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai

2. Ahmadabad Stock Exchange Limited, Ahmadabad.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

CORPORATE GOVERNANCE

The Clause 49 of the listing Agreement relating to the corporate governance is not applicable to the Company as the Paid up Capital of the Company is Rs. One Crore only

PERSONNEL

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

FIXED DEPOSITS

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

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co- operation received from central and state governments, financial institutions, banks, government authorities, customers, suppliers and investors during the year under review. Your Directors wish to place on record their deep sense of appreciation, of the dedicated and sincere services rendered by the employees of the Company for its success.

for serve all enterprise solutions limited

mohana rao kancharla srinivasa chakravartiyalamati director director

Place: Hyderabad

DATE : 07/03/2012

 
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