Directors Report of Indus Networks Ltd.

Mar 31, 2010

The Directors have pleasure in presenting you the Thirteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2010 comprising of 12 months from 01.04.2009 to 31.03.2010.

Companys Performance:

Your Directors hereby report that the Company has achieved a turnover of Rs 9099.75 akhs upto 31.03.2010 consisting of twelve (12) months, as against the turnover of Rs. 4032.48 lakhs during the previous financial year ended 31.03.2009 consisting of twelve (12) months.

The highlights of the financial results are as follows: -

(Rs. In lacs)

Particulars 2009-2010 2008-2009

From 01/04/2009 From 01/04/2008

To 31/03/2010 To 31/03/2009

(12 Months) (12 Months)

Total Income 9099.75 4032.48

Total Expenditure other than Interest 9065.92 4212.42

Interest 11.86 23.47

Total Expenses 9077.78 4235.89

Profit / (loss) Before tax 21.96 -203.40 Provision for tax

- Current Year Liability 3.75 17.75

- Deferred Tax Liability 16.69 -86.89

- Fringe Benefit Tax - 1.61

Profit / (loss) After tax 1.51 135.88

Amount brought forward 27.00 405.95

Balance carried forward 271.59 270.07

Review of Operations:

Growth in Revenue and Profit During the year under review, your company recorded a total income of Rs. 9099.75 lakhs, compared to Rs. 4032.48 lakhs in the previous financial year, which represents a 3.84% growth. The Company incurred a net Profit Rs1.51 akhs as compared to the net loss of Rs. 135.88 lakhs in the previous year.

Reserves and Surplus:

Particulars 2009-10 2008-09

(Rs.in Lakhs) (Rs.in Lakhs)

Reserves and Surplus 911.47 909.96



Fixed Deposits:

The Company has not accepted any fixed deposits and the provisions of Section 58A of the Companies Act, 1956 are not applicable.

Personnel:

Information in accordance with Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable since none of the employees are receiving the remuneration as mentioned in the said section.

Directors:

Shri T.Srinivasa Rao retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment. Brief profile of the retiring Director, including areas of his expertise and other details, is explained in the Notice convening the ensuing Annual General Meeting.

Listing of Companys Securities:

Your Companys shares are currently listed on Bombay Stock Exchange Limited.

Dematerialization of Shares:

Your Companys shares have been made available for dematerialization through the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Directors Responsibility Statement:

Your Directors state:

a. that in the preparation of the annual accounts for the year ended 31 st March, 2010 applicable accounting standards have been followed alongwith proper explanation relating to material departures.

b. that they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

c. that they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d. that they had prepared the annual accounts for the year ended 31st March, 2010 on a going concern basis.

Auditors:

The Companys Auditors M/s Kumar & Giri, Chartered Accountants, Hyderabad, who retire at the ensuing Annual General Meeting of your Company, being eligible offers themselves for reappointment.

Your Board of Directors recommended the appointment of M/s Kumar & Giri, Chartered Accountants, Hyderabad, as Statutory Auditors of your Company. Your approval for such appointment is solicited.

Subsidiaries:

During the year under review, the Company has closed its wholly owned subsidiary named M/s INL Software Trading Private Limited under Section 560 of the Companies Act, 1956 , since the Company has not carried on any business activity during the period from the date of its Incorporation. As at the date of Balance Sheet, the Company has no subsidiaries..

Corporate Governance:

A report on Corporate Governance along with Auditors certificate on compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement, is provided elsewhere in the Annual Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report is provided elsewhere in the Annual Report.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information pursuant to 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 is not furnished since the operations of the Company are not energy intensive. However, the Company has endeavoured to conserve energy consumption wherever feasible.

Technology absorption, Adaptation and Innovation

The Companys business demands continuous efforts and adaptation to changing technologies to stay competitive in the rapidly changing world. Significant efforts have been made by your Company towards constantly absorbing, adapting and deploying new technologies. These are expected to give substantial benefits in the future.

Foreign Exchange Earnings and Outgo:

Particulars 2009-2010 2008-2009

Travelling expenses Nil Nil

Foreign Exchange Earnings - Rs.66,81,236

Foreign Exchange Outgo Rs. 280465081 Rs. 19,77,93,593



Explanation to Auditors Report:

The Company is regular in payment of statutory dues with the concerned authorities except filing of Income Tax Returns for the Assessment years beginning from 2001 -02 to Assessment year 2010-11. Your Directors have taken note of the situation and efforts are being made to see that Income Tax returns for the above years will be filed at the earliest.

Acknowledgements:

The Board of Directors of the Company acknowledges its sincere appreciation to the Government, Bankers, Financial Institutions, and others for their kind support. On behalf of the Company, the Board of Directors thanks the Employees for their valuable efforts and the Shareholders for their continuing faith in the Company.

BY ORDER OF THE BOARD

PLACE: HYDERABAD K. SUDHIR P.M. MADAN MOHAN

DATE: 30.08.2010 MANAGING DIRECTOR DIRECTOR