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Directors Report of GSS Infotech Ltd.

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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