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Directors Report of Cosyn Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Accounts for the Financial Year ended 31st March 2015.

Financial Results

Your Company has been able to generate a total revenue of Rs. 1,975.86 Lakhs during the financial year under review as against Rs. 1,250.44 Lakhs during the previous financial year despite the fact that the industry has been struggling due to over all economic slowdown. Brief financials are as follows:

Rs. In Lakhs

Particulars 31.03.2015 31.03.2014

Total Revenue 1,975.86 1,250.44

Less: Expenditure 1,829.44 1,125.61

Profit before Tax 146.41 124.83

Less : Provision for Income Tax (67.81) 42.76

Net Profit 214.23 82.07

Earning Per Share 2.86 1.19

Dividend

Due to inadequacy of profits and in order to conserve resources, your Directors have not recommended any dividend for the year under review.

Transfer of Unclaimed Dividend To Investor Eduction And Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

Review of business operations and future prospects:

The Company has achieved a turnover of Rs. 1,968.12 Lakhs and Net Profit of Rs. 214.22 Lakhs as against Rs. 1,246.76 Lakhs and Rs. 82.07 Lakhs in the previous year respectively.

Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility initiatives

The said provisions are not applicable for your Company. However, your Company is actively involved in taking up Programs to financially support the educational requirements of the needy children.

Future Outlook

Your Board of Directors has taken various initiatives to overcome the competition by adopting various strategies that helped your Company to bag various orders. This will pave a way for better visibility and higher revenues and profitability for the Company in coming financial years. Further, The Company is also taking measures to keep the operating costs low wherever possible.

Capital Expenditure

During the year under review the company has made Capital Expenditure of Rs. 46,62,231 /-. Deposits

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as on the date ofthe Balance Sheet for the year ended on 31 st March 2015.

ISO 9001 -2008 Certification

Your Company continues to hold ISO 9001-2008 Certification by complying with all the requirements of Certification from time to time.

ISO 27001 -2013 Certification

This year your Company obtained ISO 27001-2013 Certification for Software Development, IT BPO Services, Data Management Services and Infrastructure Management by complying with all the requirements of Certification.

ISO 20000-1:2011 Certification

This year your Company obtained ISO 20000-1:2011 for Software Development, IT BPO Services, Data Management Services and Infrastructure Management Certification by complying with all the requirements of Certification.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

None of the directors of the company are disqualified under the provisions of the Act or under the Listing Agreement with the Stock Exchanges.

APPOINTMENTS

Mr. Ravi Vishnu was re-appointed as the Managing Director w.e.f 15-01-2015 for a period of 5 years subject to the approval of members. His appointment as the Managing Director by the members is proposed atthe ensuing AGM.

Smt. Ravi Kasturi and Mr.P. Venkata Rao were appointed as the Additional Directors w.e.f 104-2015 and 12-08-2015 respectively. Their appointment as Directors by the members is proposed at the ensuing AGM.

Pursuant to the articles of association of the company and the provisions of Section 152 of the Companies Act, 2013, Mr. Radhakrishna Murthy retires by rotation at the ensuing AGM and offers himself for re-appointment. Pursuant to the provisions of Clause 49 of the Listing Agreement, brief particulars of the directors who are proposed to be appointed/re-appointed are provided as an annexure to the notice convening the AGM. Mr. K. Rahupathi Rao was designated as the Chief Financial Officer (CFO) ofthe Company during the year.

Except as stated above, there is no change in the key managerial personnel during the year.

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 have been disclosed in the corporate governance report, which forms part ofthe directors' report.

Number of Board meetings during the year

During the year, five meetings of the board were held, the details of which form part of the report on corporate governance.

Board evaluation and assessment

The company believes that formal evaluation ofthe board and ofthe individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the company, evaluations provide an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of board members helps in:

* More effective board processes

* Better collaboration and communication

* Greater clarity with regard to members' roles and responsibilities and

* Improved Board relations

By focusing on the board as a team and on its overall performance, the company ensures that communication and overall level of participation and engagement also improves. In this background, the board undertook a formal board assessment and evaluation process during 2014-15. The Nomination & Remuneration Committee has overall stewardship for the process. The evaluation process covers the following aspects:

* Peer and self-evaluation of Directors

* Evaluation ofthe performance and effectiveness ofthe board

* Evaluation ofthe performance and effectiveness of Board Committees

* Feedback from the Non-Executive Directors to the Chairman, and

* Feedback on management support to the Board

The evaluation process elicits responses from the directors in a judicious manner - ranging from composition and induction of the board to effectiveness and governance. It also seeks feedback on board and committee charters, strategy, risk management and quality of discussion and deliberations atthe board. The same is discussed and acted upon accordingly atthe board.

AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed thereunder, M/s. Rambabu & Co.; Chartered Accoutants, were appointed as statutory auditors ofthe company from the conclusion of the 20th AGM of the company held on 30th September 2014 till the conclusion of the 25th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. Their appointment from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting to be ratified at the ensuing annual general meeting. The Company has received confirmation regarding their consent and eligibility that their appointment, if ratified, would be within the prescribed limits under Sections 139 and 141 ofthe Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified. The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The auditors' report and secretarial auditors' report do not contain any qualifications, reservations or adverse remarks. Report ofthe secretarial auditor is annexed to the Directors Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forming part of Directors' report.

Conservation of Energy

The operations of your Company are not Energy intensive. The Company makes every effort to conserve energy as far as possible in its facilities. The Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient.

Technology Absorption

Your Company did not invest in any R&D activity during the year under consideration. However, the up gradation ofthe technology in vogue is being given highest priority to give a better service to the clientele.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management

Discussion & Analysis is enclosed to the Annual Report.

DIRECTORS'RESPONSIBILITY STATEMENT

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

i. In the preparation ofthe annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They 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 ofthe state of affairs ofthe Company at the end ofthe financial year and ofthe profit ofthe company for that period;

iii. They have 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. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

RELATED PARTY TRANSACTIONS

The Company had not entered into any arrangement / transaction with related parties which could be considered material in nature and accordingly the disclosure of Related Part] Transactions in Form AOC 2 is not applicable,. However, Suitable disclosures have been made in notes to the financial statements, In compliance of Clause 49 of the Listing Agreement the Company has formulated a Related Party Transactions Policy and the same is available on the Company’s website www.cosyn.in

EXTRACT OF ANNUAL RETURN (MGT9)

The extract of the annual return in Form MGT 9 as required under the provisions of section 92 o the Act is annexed to the Directors Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees ofthe Company for the financial year:

Ratio to Median Executive Directors remuneration

Ravi Vishnu 99.57:0.43

A. Bhopal Reddy 99.57:0.43

Non - Executive Directors * -

* Non - Executive Directors do not receive any remuneration from the Company except Sitting fees and conveyance for attending the meetings.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Directors, Chief Executive Officer, % increase in remuneration Chief Financial Officer and Company in the financial year Secretary

Ravi Vishnu, Managing Director NIL

A. Bhopal Reddy, Whole Time Director NIL

Aravind Aitipamula, Company Secretary NIL

K. Raghupathi Rao, CFO NIL

c. The percentage due increase in the median remuneration of employees in the financial year: 16.67%

d. The number of permanent employees on the rolls of Company: 78 * (*Except Project staff who are Co-terminus with project)

e. The explanation on the relationship between average due increase in remuneration and Company performance:

On an average, employees received an annual due increase of 16.29 %. The individual increments varied from 2.86 % to 32.38 %, based on individual performance and market dynamics.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY'15 Rs. 64,11,466

Revenue Rs. 19,75,85,656

Remuneration of KMPs (as % of revenue) 3.25

Profit before Tax (PBT) Rs. 1,46,41,456

Remuneration of KMP (as % of PBT) 43.79

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 11.65%.

The managerial remuneration for the year has decreased by 0.58 %.

k. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: None.

l. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company, Company’s remuneration policy can be found at www.cosyn.in

RISK MANAGEMENT

The Board of Directors has formed a risk management committee to identify, evaluate, mitigate and monitor the risk management in the company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee also oversees in the area of financial risks and controls.

A comprehensive enterprise risk management mechanism has been put in place and the same is regularly reviewed. A more detailed analysis of the risk management in the company is published in the management discussion and analysis report published elsewhere in the annual report.

CORPORATE GOVERNANCE

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement forms part of the Annual Report. Full details of the various Board Committees are also provided therein. As required under Clause 49 of the Listing Agreement, the Auditors' Certificate regarding compliance of conditions of corporate governance is annexed to the Directors Report.

DISCLOSURE REQUIREMENTS

Details of the familiarization programme of the independent directors are available on the website of the Company www.cosyn.in.

Policy for determining material subsidiaries of the Company is available on the website of the Company www.cosyn.in.

Policy on dealing with related party transactions is available on the website of the Company www.cosyn.in.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges.

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All associates of the company are covered under this policy. There were no complaints received under the policy during 2014-15.

Managing Director / CEO's DECLARATION

Pursuant to the provisions of clause 49 (II)(E) of the Listing Agreement, a declaration by the Managing Director of the company declaring 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 is annexed to the Directors Report. The Managing Director / CFO certification to the board pursuant to clause 49(V) of the listing agreement is annexed to the Directors Report.

ACKNOWLEDGMENTS

Your Directors extend their gratitude to the valuable customers, investors, Bankers, Central and State Government officers, agencies and the confidence, which they have reposed in the Management.

We place on record our appreciation of the contribution made by employees at all levels. Our consistent performance was made possible by their hard work, solidarity co-operation and support.

For and on behalf of the Board of Directors -Sd- -Sd- Ravi Vishnu A. BHOPAL REDDY Place: HYDERABAD Managing Director Whole-Time Director Date : August 12, 2015 (DIN-01144902) (DIN-01119839)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Accounts for the Financial Year ended 31st March 2014.

Financial Results

Your Company has been able to generate total revenue of Rs. 1,250.44 Lakhs during the financial year under review as against a total income of Rs. 2,403.38 Lakhs during the previous financial year despite the fact that the industry has been struggling due to over all economic slowdown. Brief Financials are as follows:

Rs. In Lakhs

Particulars 31.03.2014 31.03.2013

Total Revenue 1,250.44 2,403.38

Less: Expenditure 1,125.61 4,112.10

Less: Exceptional Items - (134.02)

Profit before Tax 124.83 (1,574.70)

Less : provision for income Tax - -

Less: Provision for Deferred Tax (Current Year) 42.76 10.14

Net Profit 82.07 (1,584.84)

Earning Per Share 1.19 (24.46)

Business Performance Review:

The Company has achieved a turnover of Rs. 1,246.76 Lakhs and Net Profit of Rs. 82.07 Lakhs as against Rs. 2,392.41 Lakhs and Rs.(1,584.84) Lakhs in the previous year respectively.

Future Outlook:

Your Board of Directors has taken various initiatives to overcome the competition by adopting various strategies that helped your Company to bag various orders. This will pave a way for better visibility and higher revenues and profitability for the Company in coming financial years. Further, The Company is also taking measures to keep the operating costs low wherever possible.

Preferential Issue

The Company had obtained approval of shareholders in its extra ordinary general meeting held on 22nd December 2012 to issue and allot upto 10,23,460 equity shares and/or warrants to the persons in promoter group. Pursuant to the approval the Company had allotted 10,23,460 warrants convertible into equity shares to the persons in the promoter group in the board meeting held on 4th January 2013. Out of these warrants 9,45,000 warrants have been converted into equity shares and trading permission in respect of such shares has also been obtained from stock exchanges. Balance 78,460 warrants also have been converted into equity shares during the FY 2014-15 and in respect of which trading permission is awaited as on the date of this report.

Dividend

Due to inadequacy of profits and in order to conserve resources, Your Directors have not recommended any dividend for the year under review.

Capital Expenditure:

During the year under review the company has made Capital Expenditure of Rs. 64,02,941/-.

Fixed Deposits:

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended on 31st March 2014.

ISO 9001 -2008 Certification

Your Company continues to hold ISO 9001-2008 Certification by complying with all the requirements of Certification from time to time.

Directors

During the year under review Mr. D. Vikram Reddy, retires by rotation and being eligible offer himself for re appointment. Mr. T. Venkateswar Prasad, Mr. T. Krishna Rao, Wg. Cdr V L Nanda Kumar, Mr. V. Siva Rama Krishna Murthy and Mr. A Bhopal Reddy, Directors of your Company, are re-appointed during the year further details on this item can be found in AGM Notice.

Auditors

M/s. Rambabu & Co, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Rambabu & Co as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2019, subject to ratification of their appointment at every AGM.

Human Resources

Your Company believes that Competent Human Resources are the driving force for any Organization that enables a Company to grow in leaps and bounds. The Company has been able to create a favourable work environment that encourages continuous learning and thereby leading to innovation. With vibrant work atmosphere, your Company has put in place a Scalable Recruitment and Human Resources Plan, devised to attract and retain high caliber personnel.

CSS Technergy Limited has been fortunate in having a set of committed employees at all levels and looks forward to nurture them and retain their loyalty. The Company recognized the value of the committed workers and efforts are being made to enhance the bonding between the Company and the committed employees.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

ii. The Directors have selected such accounting policies and applies them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is provided as Annexure to Directors'' Report.

Corporate Governance

Pursuant to the Clause 49 of the Listing Agreement entered with the stock exchanges, the Company has complied with all the provisions of Corporate Governance and a detailed note in this regard is provided as Annexure along with a Certificate of Corporate Governance from Practicing Company Secretary.

Statutory Disclosures

The particulars as prescribed under sub-section [1] [e] of Section 217 of the Companies Act, 1956 read with the Companies [Disclosure of particulars in report of Board of Directors] Rules, 1988, are set out hereunder:

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and outgo

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forming part of Directors'' report in terms of section 217 (1)(e) of the Companies Act, 1956 and Companies (Disclosure of particulars in the report of Board of Directors)Rules, 1988 is as follows:

Conservation of Energy

The operations of your Company are not Energy intensive. The Company makes every effort to conserve energy as far as possible in its facilities. The Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient.

Technology Absorption

Your Company did not invest in any R&D activity during the year under consideration. However, the up gradation of the technology in vogue is being given highest priority to give a better service to the clientele.

Foreign Exchange Earnings and Outgo Particulars:

Particulars 2013-2014 2012-2013 (Rs.) (Rs.)

Foreign Exchange Earnings NIL 15,31,755

Foreign Exchange Outgo NIL NIL

Particulars of Employees

There is no employee drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975 as amended, during the year under review.

Managing Director/CEO''s DECLARATION

Pursuant to the provisions of clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Chairman and Managing Director of the company declaring 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 enclosed as Annexure. The CEO/CFO certification to the board pursuant to clause 49(V) of the listing agreement is enclosed as Annexure.

Acknowledgment

Your Directors extend their gratitude to the valuable customers, investors, Bankers, Central and State Government officers, agencies for the confidence, which they have reposed in the Management.

We place on record our appreciation of the contribution made by employees at all levels. Our consistent performance was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors

Place: HYDERABAD -Sd- -Sd- Date : 07.08.2014 Ravi Vishnu A. Bhopal Reddy Managing Director Whole-Time Director


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Nineteen Annual Report together with the Audited Accounts for the Financial Year ended 31st March 2013.

Financial Results

Your Company has been able to generate total revenue of Rs. 2,403.38 Lakhs during the financial year under review as against a total income of Rs. 3,000.73Lakhs during the previous financial year despite the fact that the industry has been struggling due to over all economic slowdown. Brief Financials are as follows:

Rs. In Lakhs

Particulars 31.03.2013 31.03.2012

Total Revenue 2,403.38 3,000.73

Less: Expenditure 4,112.10 2,703.17

Less: Exceptional Items (134.02) (12.98)

Profit before Tax (1,574.70) 310.54

Less : provision for income Tax - 85.00

Less: Provision for Deferred Tax (Current Year) 10.14 22.53

Net Profit (1,584.84) 203.01

Earning Per Share (24.46) 3.21



Business Performance Review:

The Company has achieved a turnover of Rs. 2,392.41 Lakhs and Net Profit of Rs (1,584.84) Lakhs as against Rs. 2,994.52 Lakhs and Rs.203.01 Lakhs in the previous year respectively. The AADHAAR Enrolment program under which the Company has been awarded work under various Registrars, has contributed towards the revenues of the Company during the financial year under consideration .

Future Outlook:

Your Board of Directors has taken various initiatives to overcome the competition by adopting various strategies that helped your Company to bag various orders apart from AADHAAR Enrolment Programme. This will pave a way for better visibility and higher revenues and profitability for the Company in coming financial years. Further, The Company is also taking measures to keep the operating costs low wherever possible.

Preferential Issue

The Company had obtained approval of shareholders in its extra ordinary general meeting held on 22nd December 2012 to issue and allot upto 10,23,460 equity shares and/or warrants to the persons in promoter group. Pursuant to the approval the Company had allotted 10,23,460 warrants convertible into equity shares to the persons in the promoter group in the board meeting held on 4th January 2013. Out of these warrants 2,85,000 have been converted into equity shares and trading permission in respect of such shares has also been obtain from stock exchanges.

Dividend

Due to inadequacy of profits and in order to conserve resources, Your Directors have not recommended any dividend for the year under review.

Capital Expenditure:

During the year under review the company has made Capital Expenditure of Rs. 90,91,041/-.

Fixed Deposits:

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended on 31st March 2013.

ISO 9001-2008 Certification

Your Company continues to hold ISO 9001-2008 Certification by complying with all the requirements of Certification from time to time.

Directors

During the year under review Mr. Radha Krishna Murthy and Wg. Cdr.V.L.Nanda Kumar, Directors of your Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors

M/s. Rambabu & Co, Chartered Accountants, Hyderabad, the statutory auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their appointment.

Human Resources

Your Company believes that Competent Human Resources are the driving force for any Organization that enables a Company to grow in leaps and bounds. The Company has been able to create a favourable work environment that encourages continuous learning and thereby leading to innovation. With vibrant work atmosphere, your Company has put in place a Scalable Recruitment and Human Resources Plan, devised to attract and retain high caliber personnel.

CSS Technergy Limited has been fortunate in having a set of committed employees at all levels and looks forward to nurture them and retain their loyalty. The Company recognized the value of the committed workers and efforts are being made to enhance the bonding between the Company and the committed employees.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

ii. The Directors have selected such accounting policies and applies them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the accounts for the financial year ended 31st March 2013 on a ''going concern'' basis.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is provided as Annexure to Directors'' Report.

Corporate Governance

Pursuant to the Clause 49 of the Listing Agreement entered with the stock exchanges, the Company has complied with all the provisions of Corporate Governance and a detailed note in this regard is provided as Annexure along with a Certificate of Corporate Governance from Auditors of the Company.

Statutory Disclosures

The particulars as prescribed under sub-section [1] [e] of Section 217 of the Companies Act, 1956 read with the Companies [Disclosure of particulars in report of Board of Directors] Rules, 1988, are set out hereunder:

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and outgo

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forming part of Directors'' report in terms of section 217 (1)(e) of the Companies Act, 1956 and Companies (Disclosure of particulars in the report of Board of Directors)Rules, 1988 is as follows:

Conservation of Energy

The operations of your Company are not Energy intensive. The Company makes every effort to conserve energy as far as possible in its facilities. The Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient.

Technology Absorption

Your Company did not invest in any R&D activity during the year under consideration. However, the up gradation of the technology in vogue is being given highest priority to give a better service to the clientele.

Foreign Exchange Earnings and Outgo Particulars:

Particulars 2012-2013 2011-2012

(Rs.) (Rs.)

Foreign Exchange Earnings 15,31,755 51,46,491

Foreign Exchange Outgo NIL NIL

Particulars of Employees

There is no employee drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975 as amended, during the year under review.

Acknowledgment

Your Directors extend their gratitude to the valuable customers, investors, Bankers, Central and State Government officers, agencies and the confidence, which they have reposed in the Management.

We place on record our appreciation of the contribution made by employees at all levels. Our consistent performance was made possible by their hard work, solidarity, co- operation and support.



For and on behalf of the Board of Directors

-Sd- -Sd-

Place: HYDERABAD

Date : 14.08.2013 Ravi Vishnu A. Bhopal Reddy

Chairman & Managing Director Whole-Time Director


Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report together with the Audited Accounts for the Financial Year ended 31 st March 2012.

Financial Results

Your Company has been able to generate total revenue of Rs. 3000.73 Lakhs during the financial year under review as against a total income of Rs. 1330.12 Lakhs during the previous financial year despite the fact that the industry has been struggling due to over all economic slowdown. Brief Financials are as follows: Rs. In Lakhs

Particulars 31.03.2012 31.03.2011

Total Revenue 3000.73 1330.12

Less: Expenditure 2703.17 1247.25

Less: Exceptional Items (12.98) -

Profit before Tax 310.54 82.87

Less: provision for income Tax 85.00 40.54

Less: Provision for Deferred Tax (Current Year) 22.53 (16.54)

" Net Profit 203.01 58.87

Earning Per Share 3.21 1.00

Business Performance Review:

The Company has achieved a turnover of Rs. 2994.52 Lakhs and Net Profit of Rs.203.01 Lakhs as against Rs. 1327.80 Lakhs and Rs.58.87 Lakhs in the previous year respectively. The AADHAAR Enrolment program under which the Company has been awarded work under various Registrars, has boosted the revenues of the Company. However, the delay in payments from the Authorities has affected the bottomline.

Future Outlook:

Your Board of Directors has taken various initiatives to overcome the competition by adopting various strategies that helped your Company to bag some various orders apart from AADHAAR Enrolment Programme. This will pave a way for better visibility and higher revenues and profitability for the Company in coming financial years. Further, The Company is also taking measures to keep the operating costs low wherever possible.

Dividend

Due to inadequacy of profits and in order to conserve resources, Your Directors have not recommended any dividend for the year under review.

Capital Expenditure:

During the year under review the company has made Capital Expenditure of Rs. 3,35,37,750/-.

Fixed Deposits:

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended on 31 st March 2012.

ISO 9001:2008 Certification

Your Company continues to hold ISO 9001:2008 Certification by complying with all the requirements of Certification from time to time.

Directors

During the year under review Mr. Venkateshwar Prasad and Mr. Tayi Krishna Rao, Directors of your Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume of the above Directors, nature of the expertise in specific functional areas and names of Companies in which they hold the directorship is annexed to this report.

To broad base the Board and to have more transparency in the system Sri Doodipala Vikram Reddy and Sri Sivarama Krishna Murhthy Venkineni have been appointed as Additional Directors. As they would cease to be Directors of the Company at the ensuing Annual General Meeting their co-option as regular directors is proposed U/s.257 of the Companies Act, 1956.

Auditors

M/s. Rambabu & Co, Chartered Accountants, Hyderabad, the statutory auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their appointment.

Human Resources

Your Company believes that Competent Human Resources are the driving force for any Organization that enables a Company to grow in leaps and bounds. The Company has been able to create a favourable work environment that encourages continuous learning and thereby leading to innovation. With vibrant work atmosphere, your Company has put in place a Scalable Recruitment and Human Resources Plan, devised to attract and retain high caliber personnel.

CSS Technergy Limited has been fortunate in having a set of committed employees at all levels and looks forward to nurture them and retain their loyalty. The Company recognized the value of the committed workers and efforts are being made to enhance the bonding between the Company and the committed employees.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended on 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applies them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern' basis.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is provided as Annexure to Directors' Report.

Corporate Governance

Pursuant to the Clause 49 of the Listing Agreement entered with the stock exchanges, the Company has complied with all the provisions of Corporate Governance and a detailed note in this regard is provided as Annexure along with a Certificate of Corporate Governance from Auditors of the Company.

Statutory Disclosures

The particulars as prescribed under sub-section [1] [e] of Section 217 of the Companies Act, 1956 read with the Companies [Disclosure of particulars in report of Board of Directors] Rules, 1988, are set out hereunder:

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and outgo

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forming part of Directors' report in terms of section 217 (1)(e) of the Companies Act, 1956 and Companies (Disclosure of particulars in the report of Board of Directors)Rules, 1988 is as follows:

Conservation of Energy

The operations of your Company are not Energy intensive. The Company makes every effort to conserve energy as far as possible in its facilities. The Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient.

Technology Absorption

Your Company did not invest in any R&D activity during the year under consideration. However, the up gradation of the technology in vogue is being given highest priority to give a better service to the clientele.

Foreign Exchange Earnings and Outgo Particulars:

Particulars 2011-12 2010-2011 (Rs.) (Rs.)

Foreign Exchange Earnings 5,146,491 NIL

Foreign Exchange Outgo _ NIL

Particulars of Employees

There is no employee drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975 as amended, during the year under review.

Acknowledgment

Your Directors extend their gratitude to the valuable customers, investors, Bankers, Central and State Government officers, agencies and the confidence, which they have reposed in the Management.

We place on record our appreciation of the contribution made by employees at all levels. Our consistent performance was made possible by their hard work, solidarity, co- operation and support.

for and on behalf of the Board

-Sd- -Sd-

Place : Hyderabad RAVI VISHNU A.BHOPALREDDY

Dated : 22-08-2012 Chairman & Managing Director Whole-Time Director


Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Accounts for the Financial Year ended 31st March, 2010

Financial Results

Your Company has been able to generate total revenue of Rs. 1207.18 lakhs during the financial year under review as against a total income of Rs.1666.46 Lakhs during the previous financial year despite the fact that the industry has been struggling due to economic meltdown which has started to show signs of improvement very recently:

Rs. in lakhs

Particulars 31.03.2010 31.03.2009

Total Revenue 1207.18 1666.46

Less: Expenditure 1205.89 1629.16

Less: Prior Period Expenses (7.74) 0.29

Profit before Tax 9.03 37.01

Less: Provision for Income Tax 27.54 28.22

Less: Provision for Deferred Tax (Current Year) (31.04) (7.87)

Less: Fringe Benefit Tax - 4.96

NetProfit 12.53 11.71

Earning Per Share (Basic/Diluted) 0.22 0.21

Business Performance Review:

The Company has achieved a turnover of Rs. 1181.69 Lakhs as against Rs. 1726.35 Lakhs in the previous year. There was a reduction in turnover of Rs. 544.66 Lakhs mainly due to economic recession in the verticals your Company caters to. However, Your Board of Directors have taken proactive steps to spread the wings for the Company and have started bidding for Power consumption atomization initiatives being taken by several State Governments in the country. This will pave way for better visibility and higher revenues and profitability for the Company in coming financial years. Further, The Company is also taking measures to cut the operating costs wherever possible.

Issue of Share Warrants:

During the year Company has issued 8,00,000 Equity Share Warrants to the Promoters and their associates which shall be paid over next one year.

Employees Stock Option Scheme (ESOS)

The Board of Directors in their meeting held on 30th July, 2010 have launched a employee reward programme in the name CSTL - Employees Stock Option Scheme, 2010 in order to give employeeswho have long association with the company and are performing well, a certain inimum opportunity to gain from the companys performance thereby acting as a retention tool, in accordance with clause 6 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 and the said scheme shall be placed before the members for approval in the ensuing Annual general meeting.

Future Outlook:

YOUR COMPANY is closely monitoring the renewable energy scenario both in India and abroad which is likely to usher in complex tariffs in the power distribution sector that may include time of the day metering & billing . It may choose to enter this domain at the right time to exploit the _ opportunities that will be thrown open.

With the expected opening of the Retail sector to increased FDI, Retail sector will see a surge in the requirements of the Retail establishments to learn and understand more about their customers. REO (Retail Enrollment Outsourcing) will be the need of the hourto improve margins and be more relevant to the customer.

Transmission and Distribution, especially the area of T&D losses, continues to be the area of focus for YOUR COMPANY for its next level of growth. Managing T&D losses through more efficient and extensive billing capabilities and identifying revenue leakages would be the most important aspect in the years to come. Your Company is looking to capture the fast growing global demand for Power Utilities.

Capital Expenditure

The Company has made Capital Expenditure of Rs. 1,80,82,570/- during the year.

Reserves

During the year the Company has not transferred any amount to the General Reserve Account.

Fixed Deposits

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended on 31st March 2010.

Insurance

The properties and assets of your Company are adequately insured.

ISO 9001-2000 Certification

Your Company continues to hold ISO 9001-2000 Certification by complying with all the requirements of Certification from time to time.

Directors

During the year under review Mr. R. Balrami Reddy, Directorof the Company resigned from the Board of Directors of the Company with effect from 18th August, 2009 and the same was taken on records of the Company. Mr T. Krishna Rao and Mr. D. Vikram Reddy, Directors of your Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume of the above Directors, nature of the expertise in specific functional areas and names of Companies in which they hold the directorship is annexed to this Report.

Audit Committee

The Audit Committee of your company comprises of Three Independent Directors with a Chartered Accountant heading the Committee. The Audit Committee meets at least four times in a year and places its recommendations for the approval of the Board of Directors. A separate section on the composition of Audit Committee and its function is mentioned separately.

Reply to the Auditors Report

The Auditors have observed that the Company is not regular in depositing Statutory dues. The delay in statutory payments are attributable to the delayed receivables due to ongoing recessionary pressure on all customers of the Company. However the Company is making every effort to pay off the arrears.

Auditors

M/s. Rambabu & Co, Chartered Accountants, Hyderabad, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their appointment.

Human Resources

Your Company believes that Competent Human Resources are the driving force for any Organization that enables a company to grow in leaps and bounds. The Company has been able to create a favorable work environment that encourages continuous learning and thereby leading to innovation. With vibrant work atmosphere, your Company provides an opportunity to employees to work with New Technologies. Your Company has put in place a Scalable Recruitment and Human Resources Plan, devised to attract and retain high caliber personnel.

CSS Technergy Limited has been fortunate in having a set of committed employees at all levels and looks forward to nurture them and retain their loyalty. The Company recognized the value of the committed workers and efforts are being made to enhance the bonding between the Company and the committed employees.

Dividend

Due to inadequacy of profits and in order to conserve resources, Your Directors have not recommended any dividend for the year under review.

Demat of Shares

Your company has achieved 92.83 % of dematerialization of shares as on 30th June 2010. Directors Responsibility Statement Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i). In the preparation of the annual accounts for the financial year ended on 31st March 2010, 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 were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii). The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv). The Directors have prepared the accounts for the financial year ended 315t March 2010 on a go!ng concern basis.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is provided as Annexure to Directors Report.

Corporate Governance

Pursuant to the Clause 49 of the Listing Agreement entered with the stock exchanges, the Company has complied with all the provisions of Corporate Governance and a detailed note in this regard is provided as Annexure along with a Certificate of Compliance from Auditors of the Company.

Statutory Disclosures

The particulars as prescribed under sub-section [1] [e] of Section 217 of the Companies Act, 1956 read with the Companies [Disclosure of particulars in report of Board of Directors] Rules, 1988, are set out hereunder:

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forming part of Directors Report in terms of section 217(1)(e) of the Companies Act, 1956 and Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is as follows:

Conservation of Energy

The Operations of your company are not Energy intensive. The company makes every effort to conserve energy as far as possible in its facilities. The Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient.

Technology absorption

Your company did not invest in any R&D activity during the year under consideration. However, the up gradation of the Technology in vogue is being given highest priority to give a better service to the clientele.

Foreign Exchange Earnings and Outgo

Particulars 2009-10 2008-09 (Rs.) (Rs.)

Foreign Exchange Earnings 86 39 152 2 73 60 347

Foreign Exchange Outgo 4 35 510 28 80 140

Particulars of Employees

There is no employee drawing remuneration in excess of the limits prescribed under Section 217 [2A] of the Companies Act, 1956 read with Companies [Particulars of Employee] Rules, 1975 as amended, during the year under review.

Acknowledgment

Your directors extend their gratitude to the valuable customers, investors, Bankers, Central and State Government officers, agencies and the confidence, which they have reposed in the Management.

We place on record our appreciation of the contribution made by employees at all levels. Our consistent performance was made possible by their hard work, solidarity, co-operation and support.

Place: Hyderabad Dated: 23.08.2010 For and on behalf of the Board of Directors

Sd/ Sd/- Ravi Vishnu A. Bhopal Reddy Chairman & Managing Director Whole Time Director







 
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