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Directors Report of GSS Infotech Ltd.

Mar 31, 2016

BOARD''S REPORT

Dear Members,

We are delighted to present the report on our business and operations for the financial year ended March 31, 2016. FINANCIAL RESULTS

The Company''s Financial results (standalone & consolidated) for the year ended 31st March 2016 is provided in the Annual Report.

('' in Lakhs

Particulars

Consolidated

Standalone

2015-16

2014-15

2015-16

2014-15

Net sales/income from operations

21,372.71

24,289.34

2,982.82

3,534.80

Less: Direct cost

7,459.56

9,485.26

220.04

408.67

Indirect Cost

13,508.58

13,881.08

2,379.05

2,217.87

Profit/ (Loss) from operations before other income, finance costs and exceptional items

404.57

923.00

383.73

908.26

Other income

226.29

251.58

222.37

44.34

Profit / (Loss) from ordinary activities before finance costs and exceptional items

630.86

1,174.58

606.10

952.60

Finance costs

217.52

366.21

139.57

128.90

Profit / (Loss) from ordinary activities after finance costs but before exceptional items

413.34

808.36

466.53

823.70

Exceptional items*

-

19,331.25

-

13,492.99

Profit / (Loss) from ordinary activities before tax

413.34

(18,522.89)

466.53

(12,669.29)

Tax expense

43.30

845.30

25.84

808.49

Net Profit / (Loss) from ordinary activities after tax

370.04

(19,368.19)

440.69

(13,477.78)

Net Profit / (Loss) for the period

370.04

(19,368.19)

440.69

(13,477.78)

*In the Financial Year 2014-15, the Company had provided for Rs. 13,492.99 lakhs towards diminution in the value of Company''s Investment in Wholly owned foreign subsidiaries, consequent upon losses in the WOS due to impairment of goodwill in the step down subsidiaries as per the audited financials of WOS.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year ended 2015-16 and the date of this report.

I. STATE OF COMPANY''S AFFAIRS

GSS primary focus is in the ADMS (Application Development and Maintenance Services), IMS (Infrastructure Management Services) and Healthcare services, while our major revenue contributor has been Professional Services. We continue to execute our business operations under the same units as last year. As we continue to meet customers, we remain convinced of the huge potential our company has given the services we offer today. We not only intend to leverage on our existing customer base to drive growth we will also be focusing on emerging technologies in the Business Intelligence and Analytics areas, which will be driving transformation and be within the demand circle.

II. CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the financial year 2015-16, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India (SEBI). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiary companies, as approved by their respective Board of Directors.

III. SUBSIDIARIES

A separate statement (Form No. AOC-1) containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company www.gssinfotech.com

IV. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall industry structure, developments, performance and state of affairs of the Company''s various businesses during the financial year ended 31st March, 2016, is enclosed as Annexure [F] to this report.

V. CORPORATE GOVERNANCE REPORT

In compliance with the Regulations 34 of Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report and is enclosed as Annexure [G] to this report.

VI. DIVIDEND

The Board of Directors did not recommend dividend for the financial year ended 31st March, 2016.

VII. PUBLIC DEPOSITS

During the financial year 2015-16, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

VIII. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Mark Silgardo, Non-Executive Director and Nominee Director, is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the resolution passed in the Annual General Meeting held on 30th December, 2011, and being eligible have offered himself for re-appointment. Appropriate resolutions for his re-appointment are being placed for your approval at the ensuing AGM. Your Directors recommend the re-appointment of Mr. Mark Silgardo, as Non-Executive Director and Nominee Director of your Company.

The Independent Directors Mr. Keerthy Jaya Tilak and Mrs. Nagajayanthi Das Juttur Ragavendra hold office up to 30th September, 2020 and are not liable to retire by rotation.

Key Managerial Personnel:

- The Board of Directors of the Company in its meeting held on 30th May, 2016, re-appointed Mr. Bhargav Marepally, as the Managing Director of the Company without remuneration for a period of 5 years from 01st June, 2016 to 31st May, 2021, as recommended by the Nomination and Remuneration Committee of the Board of Directors.

- Mr. Sanjay Heda is the Chief Financial Officer of the Company.

- Mrs. Esha Sinha, Company Secretary and Compliance Officer of the Company was appointed at the Board Meeting held on 13th August, 2016

- Mr. Lalit Kumar Tiwari, due to his personnel reasons, resigned as Company Secretary and Compliance Officer of the Company with effect from 5th August, 2016.

The Key Managerial Personnel have been appointed in accordance with the provisions of section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Bhargav Marepally, Managing Director, Mr. Sanjay Heda, CFO and Mrs. Esha Sinha Company Secretary, are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Annual Evaluation of Board''s Performance:

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and the Listing Regulations, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have annually evaluated the effectiveness of the Board/Director(s) for the financial year 2015-16.

IX. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report. None of the Directors draw remuneration from the Company other than sitting fees paid to the eligible directors.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure [B] to this report and is also available on the website of your Company (www.gssinfotech.com).

X. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms an integral part of this Report

XI. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013, read with the Schedules and Rules issued there under as well as Listing Regulations.

XII. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable Accounting standards and Schedule III of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) for the time being in force) have been followed and there are no material departures from the same;

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

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a ''going concern'' basis;

(e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal Financial controls are adequate and were operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

XIII. AUDITORS AND AUDITOR''S REPORT

At the 12th AGM of your Company, M/s. Sarath and Associates, Chartered Accountants (Firm Registration No. 005120S) were appointed as the Auditors to hold office till the conclusion of the 13th AGM of your Company.

The Audit Committee and Board of Directors at the meetings held on 13th August, 2016 recommended the appointment of M/s. Sarath and Associates, Chartered Accountants, (Firm Registration No. 005120S), retiring Auditor, to continue to act as the Statutory Auditors of your Company for a period of 3 years till the conclusion of the 16th AGM of your Company. M/s. Sarath and Associates, Chartered Accountants, (Firm Registration No. 005120S), who retire at the ensuing AGM of your Company are eligible for re-appointment for a period of 3 years. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the

Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under. As required under the Listing Regulations, M/s. Sarath and Associates, Chartered Accountants, have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Sarath and Associates, Chartered Accountants, (Firm Registration No. 005120S), as the Auditors of your Company for a period of 3 years from the conclusion of 13th AGM till the conclusion of the 16th AGM of your Company to be held in the year 2019.

The Auditors'' Report for the financial year 2015-16, does not contain any Audit qualification, for which the reply of Directors is required.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

XIV. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Ms. V. Sravani, Practicing Company Secretary, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure [C] to this Report. The Board of Directors reply to the comments/qualifications/observations by the Secretarial Auditor is as follows:

The Composition of the Board was not in order for the period 1st April, 2015 to 31st March, 2016, in violation of section 149 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reply: Due to change in the Independent Status of Mr. Patri VenkataRamakrishna Prasad, from Independent Director to Non- Independent Director of the Company the composition of the board is not in order. The Company is making utmost efforts to bring the composition in order to have an appropriate mix of Independent and Non-Independent Directors and to ensure Compliance with section 149 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

XV. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure [D] to this Report.

XVI. RELATED PARTY TRANSACTIONS

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms'' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Listing Regulations. During the financial year 2015-16, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard - 18 are set out in point 17 of the notes to the standalone financial statements forming part of this Annual Report.

The Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [E] to this Report.

XVII. LOANS AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company.

(i) Investments in Equity Instruments in wholly owned Subsidiaries as at 31st March, 2016:

(In Indian ''

Particulars

31st March 2016

31st March 2015

GSS Infotech Inc (Delaware)

1,500 (31-March-2015: 1,500) equity shares

of $ 1 each fully paid up in GSS Infotech Inc (Delaware)

873,480,744

873,480,744

GSS Healthcare IT Solutions Private Limited

9,990 (31- March-2015: 9,990) Equity Shares of Rs. 10/Each fully paid up in GSS Healthcare IT Solutions Private Limited.

99,900

99,900

GSS IT Solutions Private Limited

9,990 (31- March-2015: 9,990) Equity Shares of Rs. 10/Each fully paid up in GSS IT Solutions Private Limited.

99,900

99,900

(ii) Investments in Debt Instruments by the Company as at 31st March, 2016: Nil

B. Details of Amounts advanced to Subsidiary Companies by the Company pursuant to clause 32 of the Listing Agreement as at 31st March 2016:

(In Indian '')

Name of Subsidiary

Balance as at 31.03.2016

Balance as at 31.03.2015

GSS Infotech Inc (Delware)

14,93,85,955

14,09,62,864

GSS IT Solutions Pvt Ltd

18,50,000

18,50,000

GSS Healthcare IT Solutions Pvt Ltd

1,48,11,532

9,84,18,115

These amounts are advanced to fully owned subsidiaries towards carrying out the principal business activities of the subsidiaries. These funds are utilized in the regular course of business by the subsidiaries and shall be received back. Interest is not charged since these amounts are advanced to subsidiaries for the purpose of overall growth of the business of the GSS Group.

C. There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued there under.

XVIII. EMPLOYEE STOCK OPTION SCHEME:

The Stock exchanges accorded in-principal approval for listing of 20,00,000 shares under the GSS Infotech Limited Restricted Employee Stock Option Plan 2013. However no shares were granted to the eligible employees during the financial year ended 31st March, 2016.

XIX. VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulation. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance report which forms part of this report.

XX. INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

Your Company, in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Auditors and Audit Committee.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

Your Company has a code of conduct applicable to all its employees along with a Whistle Blower Policy which requires employees to update accounting information accurately and in a timely manner. Any non-compliance noticed is to be reported and auctioned upon in line with the Whistle Blower Policy. Your Company gets its standalone accounts audited every quarter by its Auditors.

XXI. RISK MANAGEMENT

The Board regularly discusses the significant business risks identified by the Management and the mitigation process to be adopted by the Company. At present there exists no element of risk which threaten the existence of the Company.

XXII. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

XXIII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions under Section 135 of the Companies Act, 2013 are not applicable to your Company.

XXIV. REPORTING UNDER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

XXV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

i. Details of Conversation of Energy:

Your Company''s operations consume very low levels of energy. It is pleasure to announce that your Company''s technology center has latest technology energy management system based on human occupancy. As the cost of energy consumed by the Company forms a very small portion of the total costs, the impact of changes in energy cost on total costs is insignificant.

ii. Technology, absorption, adaptation and innovation

Your Company is a technology driven organization and understands the importance of technical expertise from time to time. It has successfully built such expertise over a period of years and shall continue to with emerging technologies to be on a leading edge to offer its customers the state of art solutions.

Your Company''s quality systems are ISO 9001:2008 and ISO 27001:2005 certified, which reflects a high degree of technology absorption, adoption and innovation across various operating layers within the Company. During the year technology absorption activities have mainly created on:

- Network Operations Center

- Disaster Recovery Center

- IT Infrastructure Management

- Offshore Development Center using BOT delivery model

- Software Testing Service using SaaS Model

- Wholly owned subsidiary rendering BPO healthcare services in India.

iii. Foreign Exchange Earnings and Outgo

a. Activities relating to Exports:

The Company is in the business of software exports. All efforts of the Company are geared to increase the business of software exports in different products and markets.

b. Total Foreign Exchange Earnings used and earned:

Particulars

2015-16 (?)

2014-15 (?)

Foreign Exchange expenditure (on Accrual basis)

10,00,03,383

11,64,85,201

Foreign Exchange earned (on Accrual basis)

19,61,40,299

25,22,82,815

XXVI. APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Place: Hyderabad Keerthy Jaya Tilak Bhargav Marepally

Date: 13th August, 2016 Chairman CEO & Managing Director


Mar 31, 2014

Dear Members,

We are delighted to present the report on our business and operations for the financial year ended March 31, 2014

I. FINANCIAL RESULTS

The Company''s financial results (consolidated & standalone) for the year ended 31 st March 2014 is provided in the Annual Report

Consolidated Revenues of the Company for the year ended 31.03.2014 is INR 277.04 Crores and standalone revenues of the company is 52.19 Crores.

The Consolidated Profit after Tax of the company for the year ended 31.03.2014 is INR 6.31 Crores and Standalone Profit After Tax is INR 4.31 Crores.

GSS Infotech Limited GSS Infotech Limited (Standalone) and its subsidiaries (consolidated) Particulars Year ended Year ended (Rs.in Crores) (Rs.in Crores) 31.03.2014 31.03.2013 31.03.2014 31.03.2013

Total Income 52.19 41.91 277.04 296.46

Gross Profit 18.74 13.18 41.95 31.77

Profit ( )/Loss ( ) from Ordinary Activities 1.09 2.99 3.20 1.60 before tax

Net Profit ( )/ Loss ( ) from 4.31 (4.94) 6.31 (5.94) Ordinary Activities after tax

Paid up equity share capital 14.13 14.13 14.13 14.13 (Face Value. R10/ each)

Reserves and Surplus 274.30 270.04 325.40 293.66

Earnings Per Share 3.05 (3.49) 4.47 (4.20)



II. DIVIDEND

st The Directors did not recommend any dividend for the year ended 31 March 2014.

III. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

IV. DIRECTORS

Mr. Ramesh Yerramsetti and Mr. Madhukar C Seth, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re appointment.

During the Financial year under review, Mr. Farokh Kekhushroo Banatwalla resigned from the Board of Directors on 17.09.2013 due to his other pre-occupations.

V. AUDITORS

M/s. Sarath & Associates, Chartered Accountants, Statutory Auditors of the Company have offered themselves for re appointment at the ensuing Annual General Meeting and to hold the office from the conclusion of ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s Sarath & Associates have also expressed their willingness to act as Auditors of the company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of section 224(1B) of the companies act, 1956.

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

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure A to this Report.

VII. AUDIT COMMITTEE

The Company has an Audit Committee comprising of three Directors namely, Mr. P.V.R.K. Prasad, Non Executive and Independent Director, Mr. Keerthy Jaya Tilak, Non Executive and Independent Director and Mr. Bhargav Marepally, promoter , CEO & Managing Director

VIII. PARTICULARS OF EMPLOYEES:

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out hereunder. The Ministry of Corporate Affairs, has amended the Companies (Particulars of Employees) Rules, 1975 to the effect that particulars of employees of companies engaged in Information Technology sector posted and working outside India not being directors or their relatives, drawing more than Rs. 6 million per financial year or Rs. 500,000 per month, as the case may be, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this report does not contain the particulars of employees who are posted and working outside India.

Sl. Name Designation Qualification Age Previous Designation no. (years) employer at previous employment

1 Mr. Rajeev Designation BE Computer 44 Gatner Inc Offshore Banduni Chief Sales Science with Business Officer 20 years'' experience



Name Date of Remuneration joining (INR)

Mr. Rajeev Banduni 11th 42,50,000 February from April, 2013 2013 to September, 2013 (6 months) Resigned on 30.09.2013

IX. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is set out as Annexure B and Annexure C to this Report

X. EMPLOYEES STOCK OPTION SCHEME (ESOS)

An application for in – principle approval for listing of 20,00,000 shares has been made to the stock exchanges under the new scheme GSS Infotech Limited Restricted Employee Stock Option Plan 2013 as per the scheme approved by the shareholders in the Annual General Meeting held on 19th July 2014.

XI. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis is set out as Annexure D to this Report.

XII. CEO''s DECLARATION

Certificate from the ''Chief Executive Officer and Managing Director of the Company regarding the financial statements as per the Corporate Governance Norms is given as Annexure E to the report. Further, the declaration by the Managing Director of the Company declaring that all the members of the Board and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is set out as Annexure F to the Report.

XIII. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, and after due enquiry, confirm:

a. That in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b. That the selected accounting policies were applied consistently and the Directors 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 as at 31st March 2014 and of the profit of the Company for the year ended on that date;

c. That proper and sufficient care has been taken 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; and

d. That the annual accounts have been prepared on a going concern basis.

XIV. DIRECTORS COMMENTS ON RESERVATION(S) BY AUDITORS IN THEIR REPORT

With reference to Point No 3(b) in The Annexure referred to in Paragraph 1 under "Report on Other Legal and Regulatory Requirement'' section of Auditor''s report (standalone) of even date, the amounts are advanced to wholly owned subsidiaries of the company and the details thereof are as under:

Name of Subsidiary Balance as on 31.03.2014 Balance as on 31.03.2013

Gss Infotech Inc 13,53,54,979 12,24,95,132

GSS IT Solutions Pvt Ltd 18,50,000 2,43,92,064

GSS Healthcare IT Solutions Pvt Ltd 3,04,88,945 0

Total: 16,76,93,924 14,68,87,196

These amounts are advanced to subsidiaries towards working capital requirements and are given out of non interest bearing funds. These funds are utilized in the regular course of business by the subsidiaries and shall be received back. Interest is not charged since these amounts are advanced to subsidiaries for the purpose of overall growth of the business of the Group.

XV. STATEMENT PURSUANT TO EXEMPTION UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956

As per the provisions of the Companies Act, 1956 we are required to attach the Director''s report, Balance Sheet and Profit and Loss account of our subsidiaries. The Ministry of Corporate Affairs, Government of India Vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with section 212, provided such companies publish the audited consolidated financial statements in the annual report. Accordingly the annual report 2013 14 does not contain the financial statements of our subsidiaries.

The audited annual accounts and related information of our subsidiaries, where applicable will be made available upon request. These documents will also be available for inspection during business hours at registered office of the company.

The same will also be published in our website. www.gssinfotech.com

XV. GREEN INITIATIVE

During the financial year we started a sustainability initiative with the aim of being green and minimizing our impact on the environment.

XVI. ACKNOWLEDGEMENTS:

We thank our customers, vendors, investors and bankers for their continued support during the year. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We thank the governments of various countries where we have our operations. We also thank the Government of India, the Central and State Governments and their various agencies, particularly, the Ministry of Communication & Information Technology, FAPCCI, Software Technology Parks of India, Departments of Customs and Central Excise, MCA, SEBI, Stock Exchanges, Reserve Bank of India, and other Governmental Agencies for extending their support during the year and look forward to their continued support.

By Order of the Board of GSS Infotech Limited

Sd/- Sd/- Place: Hyderabad Bhargav Marepally Ramesh Yerramsetti Date: 09.08.2014 CEO & Managing Director Director


Mar 31, 2013

Dear Members,

The are delighted to present the report on our business and operations for the financial year ended March 31, 2013

I. FINANCIAL RESULTS

The Company''s financial results (consolidated & standalone) for the year ended 31st March 2013 is provided in the Annual Report.

Consolidated Revenues of the Company for the year ended 31.03.2013 is R294.30 Crores and standalone revenues of the company is R39.88 Crores.

The Consolidated Profit After Tax of the company for the year ended 31.03.2013 is R(5.94) Crores and Standalone Profit After Tax is R(4.94)Crores.

GSS Infotech Limited GSS Infotech Limited (Standalone) and its subsidiaries (consolidated) Particulars Year ended Year ended (Rs.in Crores) (Rs.in Crores) 31.03.2013 31.03.2012* 31.03.2013 31.03.2012*

Total Income 41.91 46.45 296.46 296.86

Gross Profit 13.18 6.84 31.77 31.19

Profit ( )/Loss (-) from Ordinary Activities 2.99 (6.42) 1.60 (9.30) before tax

Net Profit ( )/ Loss (-) from (4.94) (15.49) (5.94) (50.98) Ordinary Activities after tax

Paid-up equity share capital (Face Value. 14.13 14.13 14.13 14.13 R10/- each)

Reserves and Surplus 270.04 274.99 293.66 285.25

Earnings Per Share (3.49) (10.96) (4.20) (36.06)

*for the nine months ended 31st March 2012

II. DIVIDEND

The Directors did not recommend any dividend for the year ended 31st March 2013.

III. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (acceptance of Deposits) Rules, 1975.

IV. DIRECTORS

Mr. Keerthy Jaya Tilak and Mr.Mark Silgardo, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

During the financial year Mr.Javed Faizullah Tapia appointed as an Additional Director on the Board with effect from 14 February 2013 and holds office up to the commencement of forthcoming Annual General Meeting and in respect of whom the company has received a notice in writing from a member under section 257 of the Companies Act 1956 proposing his candidature to the office of the Director of the company be and is hereby appointed as a Director of the company who shall be liable as retire by rotation.

V. AUDITORS

M/s. Sarath & Associates, Chartered Accountants, Statutory Auditors of the Company have offered themselves for re - appointment at the ensuing Annual General Meeting and to hold the office from the conclusion of ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s Sarath & Associates have also expressed their willingness to act as Auditors of the company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of section 224(1B) of the companies act, 1956.

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

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure A to this Report.

VII. AUDIT COMMITTEE

The Company has an Audit Committee comprising of three Directors namely, Mr.P.V.R.K. Prasad, Non-Executive and Independent Director, Mr. Keerthy Jaya Tilak, Non-Executive and Independent Director and Mr. Bhargav Marepally, promoter , CEO & Managing Director

VIII. PARTICULARS OF EMPLOYEES:

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out hereunder. The Ministry of Corporate Affairs, has amended the Companies (Particulars of Employees) Rules, 1975 to the effect that particulars of employees of companies engaged in Information Technology sector posted and working outside India not being directors or their relatives, drawing more than Rs. 6 million per financial year or Rs. 500,000 per month, as the case may be, need not be included in the statement but, such particulars shall be furnished to the Registrar of Companies. Accordingly, the statement included in this report does not contain the particulars of employees who are posted and working outside India.

IX. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is set out as Annexure B and Annexure C to this Report

X. EMPLOYEES STOCK OPTION SCHEME (ESOS)

The Board proposed to introduce the new ESOS scheme 2013 in place of ESOS 2010 being non vesting of options by the eligible employees due to the share price fallen drastically during the financial year and all eligible employees surrendered their options.

Thus, the board decided to scrap the existing ESOS 2010 scheme.

XI. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis is set out as Annexure D to this Report.

XII. CEO''s DECLARATION

Certificate from the ''Chief Executive Officer and Managing Director of the Company regarding the financial statements as per the Corporate Governance Norms is given as Annexure E to the report. Further, the declaration by the Managing Director of the Company declaring that all the members of the Board and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is set out as Annexure F to the Report.

XIII. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, and after due enquiry, confirm:

a. That in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b. That the selected accounting policies were applied consistently and the Directors 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 as at 31st March 2013 and of the profit of the Company for the year ended on that date;

c. That proper and sufficient care has been taken 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; and

d. That the annual accounts have been prepared on a going concern basis.

XIV. STATEMENT PURSUANT TO EXEMPTION UNDER SECTION 212(8) OF THE COMPANIES ACT 1956

As per the provisions of the companies act 1956 we are required to attach the Director''s report, Balance Sheet and Profit and Loss account of our subsidiaries. The Ministry of Corporate Affairs, Government of India Vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with section 212, provided such companies publish the audited consolidated financial statements in the annual report. Accordingly the annual report 2012-13 does not contain the financial statements of our subsidiaries.

The audited annual accounts and related information of our subsidiaries, where applicable will be made available upon request. These documents will also be available for inspection during business hours at registered office of the company.

The same will also be published in our website. www.gssinfotech.com

XV. GREEN INITIATIVE

During the financial year we started a sustainability initiative with the aim of being green and minimizing our impact on the environment.

XVI. ACKNOWLEDGEMENTS:

We thank our customers, vendors, investors and bankers for their continued support during the year.. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We thank the governments of various countries where we have our operations. We also thank the Government of India, the Central and State Governments and their various agencies, particularly, the Ministry of Communication & Information Technology, FAPCCI, Software Technology Parks of India, Departments of Customs and Central Excise, MCA, SEBI, Stock Exchanges, Reserve Bank of India, and other Governmental Agencies for extending their support during the year and look forward to their continued support.

By Order of the Board of GSS Infotech Limited

Sd/- Sd/-

Place: Hyderabad Mr. Bhargav Marepally Mr. Ramesh Yerramsetti

Date: 30th May 2013 CEO & Managing Director Director


Jun 30, 2010

The Directors are pleased to present the 07th Annual Report and the Audited Accounts for the financial year ended June 30,2010

L FINANCIAL RESULTS

The Companys financial results (consolidated & standalone) for the year ended June 30,2010 are provided in the Annual Report.

Consolidated Revenues of the Company for the year ended 30.06.2010 stood at Rs.428.28 Crores, due to excellent demand for the Companys integrated service approach for IT Infrastructure and Software Services delivery Model.

The Profit before Tax of the company for the year ended 30.06.2010 is Rs.68.60 Crores; the company has recorded moderate growth during the year despite adverse market conditions. This growth has been made possible due to the enlargement of operations and consequent economies as well as improved management of costs.

The Company has had a very good year in terms of sustaining the business model of the company and is poised to achieve better results during the current year.

FINANCIAL RESULTS FORTHE YEAR ENDED 30th JUNE 2010

GSS America Infotech Limited and its subsidiaries Year ended

Particulars (Rs. In Crores)

30.06.2010 30.06.2009

Total income 429.31 510.30

Gross Profit 113.08 126.16

Operating Profit before interest 84.96 102.75

Profit (+)/Loss(-) from Ordinary Activities before tax 68.60 87.19

Net Profit (+)/Loss (-) from Ordinary Activities after tax 56.42 81.39

Paid-up equity share capital (Face Value. Rs. 10/-each) 14.14 12.74

Reserves and Surplus 431.83 336.04

Earnings Per Share 44.10 62.26

II. DIVIDEND

The Directors are pleased to recommend, for approval of the members, a final Dividend of Rs.1.50/- per equity share of face value of Re.10/- each of the company for the financial year 2009-10.The final dividend on the equity shares, if declared as above, would involve an outflow of Rs. 2,47,27,195/- towards dividend and dividend distribution tax.

The register of members and the share transfer books will remain closed from 23rd December, 2010 to 27th December, 2010 (both days inclusive)

III. TRANSFER TO RESERVES

Your Directors propose to transfer a sum of Rs.70,00,000/- to General reserves out of the amount available for appropriations and a sum of Rs. 2,19,11,74,921/- is carried forward in the Profit and Loss account.

IV. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Sections 58A and 58AA of the Companies Act, 1956 read with the Companies (acceptance of Deposits) Rules, 1975. i

V. DETAILS ON QIP

During the financial year 2009-10, the company has raised Rs.4564.84 Lakhs through Qualified Institutional Placement (QIP), by issuing 14,00,000 shares @326.06/- per share. The net proceeds are received in March 2010 and will be used to meet capital expenditure, additional working capital requirement and to finance the new business initiatives and strategic alliances.

Capital structure

The equity capital structure of the company pre and post QIP are as under:

Share capital Authorized Issued, subscribed, paid-up

Pre QIP 1,50,00,000 equity shares of Rs.10/- each 1,27,36,843 equity shares of Rs.10/- each

Post QIP 1,50,00,000 equity shares of Rs.10/- each 1,41,36,843 equity shares of Rs.10/- each

VI. DIRECTORS

Mr. P.V.R.K. Prasad and Mr. L.V.Prasad, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

VII. ACQUISITIONS AND INVESTMENTS

a) During the year, your company has incorporated a 100% subsidiary in USA, GSS America Holdings Inc, and this company has acquired ATEC Group

b) Incorporation of 100% subsidiary GSS IT Solutions Private Limited

During the year under review, GSS IT Solutions Private Limited, is incorporated as 100% subsidiary of company to carry on BPO operations from overseas customers.

VIII. AUDITORS

M/s. Sarath & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the end of the Annual General Meeting and being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting and hold office from the conclusion of ensuing Annual General Meeting till the conclusion of the next annual general meeting.

M/s Sarath & Associates have also expressed their willingness to act as Auditors of the company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of section 224(1 B) of the companies act, 1956.

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

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in Annexure A to this Report.

X. AUDIT COMMITTEE

The Company has an Audit Committee comprising of 4 Directors namely, Mr.P.V.R.K. Prasad, Non-Executive Independent Director, Mr. Keerthy JayaTilak, Non-Executive Independent Director, Mr.L.V. Prasad, Non-Executive Independent Director and Mr. Bhargav Marepally, Executive Director.

XI. SUBSIDIARIES

As on date the Company has the following subsidiaries:

a GSS America Inc.

1699 Wall Street, Suite 201 Mt. Prospect, IL 60056 Tel: +1 847 640 3700 Fax: +1 847 640 3701 http://www.gssamerica.com

b. Infospectrum Consulting Inc.

1699 Wall Street, Suite 201 Mt. Prospect, IL 60056 Tel: (847) 640 3700 Fax: (847) 640 3701 http://www.isc-na.com

c. System Dynamix Corporation

2842 Main Street •Â» Glastonbury, Connecticut 06033 Voice: (860) 633-7174 Fax: (860) 633-7162 http://www.sdc-us.com

d. GSS America Holdings Inc.

1699 Wall Street, Suite 201 Mt. Prospect, IL 60056 Tel: (847) 640 3700 Fax: (847) 640 3701

e. ATEC Group

1762 Central Avenue, Albany, New York-12205

f. GSS IT Solutions Private Limited

Wing-2, Cyber Gateway, Hitech City, Madhapur, Hyderabad-500081

XII. PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, as amended, read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in Annexure B to this Report.

XIII. CORPORATE GOVERNANCE:

Your company is committed to benchmark itself with global standards for providing good corporate governance and has put in place an effective Corporate Governance System which ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance vide Annexure- C along with an Auditor Certificate Annexure-D on its compliance forms part of this Report.

XIV. MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis is set out as Annexure E to this Report.

XV. CEOs DECLARATION

Certificate from the Chief Executive Officer and Managing Director and the Chief Financial Officer of the Company regarding the financial statements as per the Corporate Governance Norms is given as Annexure F to the report. Further, the declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is set out as Annexure G to the Report.

XVI. DIRECTORSRESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, and after due enquiry, confirm:

a. That in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b. That the selected accounting policies were applied consistently and the Directors 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 as at June 30, 2010 and of the profit of the Company for the year ended on that date;

c That properand sufficient care has been taken forthe 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; and

d. Thatthe annual accounts have been prepared on a going concern basis.

XVII. STATEMENT PURSUANT TO EXEMPTION UNDER SECTION 212(8) OF THE COMPANIES ACT 1956

In terms of the exemption granted under Section 212(8) of the Companies Act, 1956, by the Ministry of Corporate Affairs, Government of India Vide its letter dated 30th November, 2010, the company has been exempted from complying with the provisions contained in sub-section (1) of section 212 of the Companies Act, 1956 in respect of subsidiaries.

During the year, a 100% subsidiary i.e. GSS IT Solutions Private limited has been incorporated with authorized and paid up capital of Rs.1.00 lakh.There are no transactions in the company during the year.

The Annual Report of the company contains the consolidated audited financial statements prepared as perthe provisions of the Listing Agreement and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India.

Further, the annual accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept at the registered office of the com pany for inspection by any member of the Company.

XVIII. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to the Companys shareholders, customers, vendors, bankers and all other stakeholders for their continued support to its growth initiatives. Your Directors also wish to place on record, their appreciation of the contribution made by associates at all levels, who, through their competence, sincerity, hard work, solidarity and dedicated support, have enabled your Company to make rapid strides in its business initiatives. Your Directors also thank the Central and State Governments and their various agencies, particularly, the Ministry of Communication & Information Technology, Software Technology Parks of India, Departments of Customs and Central Excise, MCA, SEBI, Stock Exchanges, Reserve Bank of India, and other governmental agencies for extending their support during the year and look forward to their continued support.

On behalf of the Board of Directors of GSS America Infotech Limited

Sd/- Sd/- Mr. Bhargav Marepally Mr.Ramesh Yerramsetti

CEO & Managing Director Managing Director

Place: Hyderabad

Date: November 30, 2010

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