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Directors Report of Kellton Tech Solutions Ltd.

Jun 30, 2015

The Directors have pleasure in presenting the 21st Annual Report together with the audited statements of account for the year ended 30th June, 2015.

Financial summary or highlights/Performance of the Company

Financial results (Standalone)

The performance during the period ended 30th June, 2015 has been as under:

(Rs. in Lakhs)

Particulars Current Year Previous Year 30.06.2015 30.06.2014

Revenue from Operations 3990.03 3383.67

Other Income 51.52 3.28

Total Revenue 4041.55 3386.94

Expenses 3236.28 2957.04

Depreciation and amortization 92.81 40.47

Profit / (loss) Before exceptional and extraordinary items and Tax 712.45 389.43

Less: exceptional and extraordinary items - -

Profit/ ( loss) Before Taxation 712.45 389.43

Less: - Current Tax 194.41 -

- Mat Credit -113.41 -

- Income Tax (Earlier years) - -

- Deferred Tax 15.20 -3.27

Profit / (loss) After Tax 616.24 392.70

Earning Per Share (Rs.) 1.47 1.11

Brief description of the Company's working during the year/State of Company's affair

During the year under review, the overall performance of the Company was reasonable considering to the sector/market conditions .

During the year under review, Members will notice that the gross revenues have increased to Rs. 3990.03 lakhs fromRs. 3383.67 lakhs, while the Profit before Tax also increased from 389.43 lakhs to Rs. 712.45

The profit after tax also increased to Rs. 616.24Lakhs from Rs. 392.70 Lakhs reported in the previous year. The earnings per share is Rs. 1.47 as compared to Rs. 1.11 in the previous year.

There are no other Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Subsidiary Companies

Following are the Subsidiary and Step down Subsidiaries of Kellton Tech

Name of the Entity Status

Kellton Dbydx Software Private Limited Wholly Owned Subsidiary

Kellton Tech Inc Wholly Owned Subsidiary

Kellton Tech Solution Inc Wholly Owned Subsidiary

Evantage Solution Inc Step Down Subsidiary (Wholly Owned Subsidiary of Kellton Tech Inc)

Supremesoft Global Inc Step Down Subsidiary (Wholly Owned Subsidiary of Kellton Tech Inc)

Vivos Professional LLS Step Down Subsidiary (Wholly Owned Subsidiary of Kellton Tech Inc)

Prosoft Technology Group Inc Step Down Subsidiary (Wholly Owned Subsidiary of Kellton Tech Solutions Inc)

Cyberworld Solutions Inc Step Down Subsidiary (Wholly Owned Subsidiary of Prosoft Technology Group)

Intellipeople Inc Step Down Subsidiary (Wholly Owned Subsidiary of Kellton Tech Solutions Inc)

A statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures is enclosed as an Annexure to this Report.

Dividend

Although your Company has earned profits during the year, the Board of Directors have decided to plough back the profits into the Company. Therefore, your Directors have not recommended any dividend for the financial year 2014-15.

Transfer to reserve

There were no transfers to Reserves during the financial year 2014-2015.

Share Capital

The Authorised Share Capital of the Company was increased to 285,000,000 divided into 5,70,00,000 Equity Shares of Rs.10/- each on 02nd July,2015

The Paid up Share Capital has increased to Rs. 21,74,49,660 divided into 4,34,89,932 number of shares of Rs. 5/- each.

30,00,000 Warrants has been allotted vide Board Meeting dated 30-March -2015 which are yet to be converted into Equity Shares.

At the time of obtaining in-principle approval from BSE in respect of 30 Lacs warrants ,the minimum price calculation for issue of warrants was made on weighted average price method instead of volume weighted average price method, the price has been recomputed on volume weighted average price method and the minimum issue price is Rs 75.50.

Listing

The shares of the Company are listed on Bombay Stock Exchange.

Directors

In accordance with the Companies Act, 2013 read with Articles of Association of the company Mr. Niranjan Chintam is retiring by rotation at this Annual General Meeting and being eligible offer himself for reappointment.

Ms. Sreevidya Chintam and Mr. Karanjit Singh were appointed as Additional Directors of the Company with effect from 30th March, 2015 who being eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, from members proposing their candidature for the office of Director.

Your Board recommends the appointment/ re-appointment of the Directors above.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, 15 (Fifteen) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was not more than 120 days as prescribed under the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

1. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company make the following statements, with the best of their knowledge and belief and according to the information and explanations obtained by them:

I. that in the preparation of the annual accounts for the financial year ended June 30, 2015, the applicable accounting standards have been followed and there have been no material departures from them;

ii. that the accounting policies mentioned in notes to Financial Statements have been selected and applied consistently and judgments and estimates have been made 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, 2015 and of the profit of the company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual financial statements have been prepared on a 'going concern' basis;

v. that proper internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively; and

vi. that proper systems are in place to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively Constitution and Composition of Audit Committee

The Audit Committee of the company is duly constituted as per section 177 of the Companies Act, 2013. Composition and Scope of Audit Committee is provided under the Corporate Governance report annexed herewith.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013 , read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure vi and forms part of this Report.

Statutory Auditors

M/s. Mahesh, Virender & Sriram, Chartered Accountants, Hyderabad, who retire at this Annual General Meeting, have signified their willingness for reappointment and accordingly Directors have recommended the reappointment of M/s Mahesh, Virender & Sriram, Chartered Accountants Hyderabad, who confirmed their eligibility under Section 139(1) of the Companies Act, 2013.

The Audit Committee and the Board recommends the appointment of M/s. Mahesh, Virender & Sriram, Chartered Accountants as statutory Auditors of the company.

Replies to Auditors' Report

The report is self-explanatory and do not call for any further comments.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Mr. Manoj Kumar Koyalkar, M/s. AGR Reddy & Co, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report.

Replies to Secretarial Auditors' Report

In order to constitute the Board as per the Listing agreement, Company is in process of appointment of an Independent Director during the current financial year.

Further, the report is self-explanatory and do not call for any further comments.

Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 does not apply to the Company and hence, no cost auditors are appointed.

Internal Audit & Controls

The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

Whistle Blower Policy/Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchange, the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company (www.kelltontech.com/Policies.html).

Risk Management Policy

The Risk Management Policy in place in the company enables the company to proactively take care of the internal and external risks of the company and ensures smooth business operations.

The company's risk management policy ensures that all its material risk exposures are properly covered, all compliance risks are covered and the company's business growth and financial stability are assured. Board of Directors decide the policies and ensure their implementation to ensure protection of company from any type of risks.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT 9 is given as Annexure to this report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

Deposits

The Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding provisions of Section 73 and 74 of the Companies Act, 2013, and no amount of principal or interest was outstanding as on the Balance Sheet date.

Particulars of loans, guarantees or investments under section 186

Details of loans and guarantees given and investments made under Section 186 of the Act are given in the Notes to the Financial Statements.

Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as Annexure to this report.

There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large. None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee and commission.

Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchange, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders.

A certificate from the Auditors of the Company regarding the Compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this Annual Report.

Management's Discussion and Analysis

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this report and same is annexed.

Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

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 & 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.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

No. of complaints received : - Nil -

No. of complaints disposed off : - Nil -

Personnel

Your Directors place on record their appreciation for the services rendered by the employees. The relation between the management and the employees has been cordial throughout the year.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and Contribution during the year. The Directors would also like to thank the employees, shareholders, Customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

By the order of the Board

for KELLTON TECH SOLUTIONS LIMITED

Krishna Chintam Niranjan Chintam Managing Director Whole Time Director DIN No:01658145 DIN: 01658591

Place: Hyderabad Date : 25-11-2015


Jun 30, 2014

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of your Company for the financial year ended 30th June, 2014.

FINANCIAL RESULTS (Standalone)

The performance during the period ended 30th June, 2014 has been as under:

(Rs. in Lakhs)

Particulars Current Year Previous year ended ended 30.06.2014 30.06.2013

Income from Operations 3383.67 1451.09 Other Operating Income - 0.52 Total Income 3383.67 1451.61 Total Expenditure 2817.75 1107.37

Profit / (Loss) from operations before other income, finance costs and exceptional items 565.92 344.24 Other Income 10.28 19.18 Finance Cost 186.75 60.00 Exceptional Items - - Profit / (Loss) Before Taxation 389.44 303.41 Provision for taxation -3.27 37.45 Net Profit / (Loss) for the period 392.71 265.97

REVIEW OF PERFORMANCE:

During the year under review, the overall performance of the Company was reasonable considering to the sector/market conditions.

During the year under review, Members will notice that the gross revenues have marginally improved by 133%, to 3383.67 lacs from 1451.61 lacs, while the Profit before Tax also increased by 28.35% to 389.45 lacs from 303.42 lacs.

The profit after tax also increased by 47.65% to Rs. 392.72 lacs from Rs. 265.97 lacs reported in the previous year. The earnings per share is Rs. 1.11 as compared to Rs. 0.75 in the previous year.

FINANCIAL RESULTS (Rs. in Lakhs) (Consolidated) Particulars Current Year ended Previous year ended 30.06.2014 30.06.2013

Income from Operations 13364.60 4854.97

Other Operating Income 2.53 6.36

Total Income 13367.13 4861.33

Total Expenditure 12289.18 4370.25 Profit / (Loss) from operations before other income, finance costs and exceptional items 1077.95 491.08

Other Income 17.24 53.63

Finance Cost 334.04 96.10

Exceptional Items - -

Profit / (Loss) Before Taxation 761.14 448.61

Provision for taxation 124.87 75.62

Extraordinary items (net of tax expenses) - -

Net Profit / (Loss) for the period 636.27 372.99

The Consolidated revenue of your Company for the year ended 30th June 2014 is 13367.13 lacs, as against previous year revenue of Rs. 4861.33 lacs. The consolidated Net Profit for the year stood at 636.27 lacs as against previous year consolidated net profit of 372.99 lacs.

DIVIDEND

Although your Company has earned profits during the year, the Board of Directors have decided to plough back the profits into the Company. Therefore, your Directors have not recommended any dividend for the FY 2013-14.

TRANSFER TO RESERVES

During the financial year under review, there were no transfers to Reserves.

SHARE CAPITAL:

During the year, there is no change in the Authorised Share Capital of the Company .The Authorised Share Capital is 23,50,00,000 divided into 4,70,00,000 number of shares of Rs. 5/- each.

The Paid up Share Capital has increased to Rs. 20,69,37,720 divided into 4,13,87,544 number of shares of Rs. 5/- each from Rs. 17,74,45,500 divided into 3,54,89,100 number of shares of Rs. 5/- each.

The Company in its Extraordinary General Meeting held on 22/04/2014 issued 78,00,000 warrants, out of which 58,98,444 warrants were covered into Equity shares and Paid-up Capital of the Company increased accordingly.

EMPLOYEE STOCK OPTION PLAN (ESOP)

In appreciation of the employees'' contribution for the growth of the Company and to share wealth with the employees, the Company has announced Employee Stock Option Plan (ESOP 2012) where in the Company has approved grant of 6,65,000 options to the eligible employees.

A brief report on ESOP 2012 scheme is given in the Annexure to the Directors Report.

SUBSIDIARIES

The Company has invested in Kellton Tech Inc, USA by which it has become its wholly owned subsidiary company and Supremesoft Global Inc, USA and Evantage Solutions Inc, USA was acquired by Kellton Tech Inc, which is a wholly owned subsidiary to M/s Kellton Tech Solutions Limited.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Annual Report of the parent Company. Accordingly the Company has availed the exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary Companies.

The Company has acquired Vivos Professional Services, LLC, a New Jersey, USA corporation by way of purchasing 100% of shares by Kellton Tech, Inc. USA, its wholly owned subsidiary. This acquisition of VIVOS coincides with Kellton Tech''s disinvestment of 100% stake held by the Company in MCS Global, Inc. an existing subsidiary company.

A statement containing brief financial details of the subsidiaries for the financial year ended June 30, 2014 is given herein under. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the subsidiaries will also be available for inspection, as above, at registered office of the respective subsidiary companies.

STATEMENT PURSUANT TO GENERAL EXEMPTION RECEIVED UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES:

Particulars/Name of Kellton MCS Global Kellton Tech the Subsidiary Dbydx Inc Inc Company Software Private Limited

Reporting Currency INR USD USD

Exchange Rate NA 60.09 60.09

Capital 83.24 450.70 307.08

Reserve 204.80 637.66 379.34

Total Assets 590.76 1949.04 5229.38

Total Liabilities 302.72 860.68 4542.85 Investment Other Than investment in Subsidiary Nil Nil Nil

Turnover 659.39 3137.82 6186.25

Profit Before Tax 57.05 163.94 478.59

Provision for Taxation 5.61 31.86 90.66

Profit After Tax 51.44 227.77 387.92

Proposed Dividend Nil Nil Nil

DIRECTORS

Proposed Re-appointments

Approval of the shareholders is being sought for re-appointment of Mr. Krishna Chintam, who retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for reappointment in accordance with the Articles of Association and Companies Act, 2013.

The Board recommends the above re-appointment.

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreement entered into with Stock Exchange appointed Mr. Rajendra Vithal Naniwadekar, Mr. Brijmohan Venkata Mandala and Mr. Srinivas Potluri as Independent Directors of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

In compliance of section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000, in the Companies Act, 1956, your directors confirm: -

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgment 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 30th June, 2014 and of the profit of the Company for the financial year ended on that date;

(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, forsafeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts of the Company have been prepared on a ''going concern'' basis;

CORPORATE GOVERNANCE

Your Directors'' affirm their commitment to the Corporate Governance Standards prescribed by the Securities and Exchange Board of India (SEBI). A report on Corporate Governance with Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is Annexed to this report.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion & Analysis forms part of this Annual Report.

CONSOLIDATION OF ACCOUNTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interests in Joint Ventures your Directors have pleasure in attaching the Consolidated Financial Statements as part of the Annual Report.

STATUTORY AUDITORS

The Statutory Auditors of the Company M/s. Mahesh, Virender & Sriram, Chartered Accountants, Hyderabad, retire at this AGM, have signified their willingness for their re-appointment and have confirmed their eligibility under section 139(1) of the Companies Act, 2013. Members are requested to re-appoint them for a period of one year and to authorize the Board to fix their remuneration.

AUDITORS'' REPORT

The Board has duly examined the Statutory Auditors'' Report to the accounts, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report.

BUSINESS RESPONSIBILITY REPORT (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities based on their market capitalization on Bombay Stock Exchange Limited as at March 31, 2014. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

FIXED DEPOSITS

Your Company has not raised any Fixed Deposits as on 30th june , 2014 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There is no amount outstanding or due to any deposit holder.

COST AUDIT COMPLIANCE

As per the Companies (Cost Accounting Records) Rules, 2011 your company does not require to maintain Cost records and audit thereon

PARTICULARS OF EMPLOYEES

During the year under review, there were no employees drawing remuneration in excess of the limits laid down in section 217(2A) of the Companies Act, 1956 read with (Particulars of Employees) Rules,1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is not applicable as your company is not into manufacturing activity.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Standalone Consolidated

Foreign Exchange Earnings: USD 1893899 USD 2393822

GBP 23515 GBP 50471

SGD 11004 SGD 136173

CAD 4516 CAD 4516

AED 25000

HKD 293679

Foreign Exchange Outgo : USD 135006 USD 142420

GBP 100 GBP 100

AED 1800 AED 1800

SGD 11004 SGD 11004

EURO 740 EURO 740

AUD 977 AUD 977

RAND 512 RAND 512

TWD 439061 TWD 439061

ZAR 8400 ZAR 8400

INDUSTRIAL RELATIONS

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. With vibrant work atmosphere, your Company provides an opportunity to employees to work with new technologies. Your company 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.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Equity Shares of the company are listed with the Bombay Stock Exchange Limited (BSE).

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation for the services of the Bankers, BSE, NSDL, CDSL and other statutory authorities. Your Directors also place on record their sincere appreciation and gratitude for the valuable assistance, support and co-operation from the Company''s Customers, Employees and shareholders during the period under review.

By the order of the Board of Directors for KELLTON TECH SOLUTIONS LIMITED

Niranjan Chintam Executive Chairman DIN: 01658591 Date: 25/11/2014 Place: Hyderabad


Jun 30, 2010

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Accounts of the Company for the period ended 30th June, 2010

FINANCIAL RESULTS (Rs. In Lakhs)

Current Year ended Previous year ended 30.06.2010 30.06.2009

Profit/(Loss) before taxes 19.59 (122.09)

Deferred Tax Asset 0.28 2.08

Provision for FBT Nil 0.18

Provision for MAT 0.28 0.18

Profit/(Loss) after taxes 19.02 (124.36)

REVIEW OF OPERATIONS

Your Company has registered revenue Rs. 94.22 Lakhs, activities during the year under review The performance of your Company is satisfactory as the Gross Revenue registered at Rs. 94.22 Lakhs and Net Profit of Rs. 19.02 Lakhs. Management of your Company is putting their best efforts to improve the operations.

DIVIDEND:

In view of the inadequate of profit, your Directors regret their inability to recommend any dividend for the year 2009-10.

FIXED DEPOSITS:

The company has not raised any fixed deposits as on 30th June 2010 so as to attract the provisions of section 58 A of the Companies Act 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time.

DIRECTORS

At the ensuing Annual GeneralMeeting of the Company Mr. Niranjan Reddy Chintam and Mr. Manthena Venkata Sivarama Raju retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment /appointment.

DIRECTORS* RESPONSIBILITY STATEMENT

Directors responsibility statement pursuant to section 217(2AA) is given here under.

I. in preparation of Annual accounts applicable accounting standards have been followed along with proper explanation relating to material departures

ii. that 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 the company at the end of the financial year and of the profit or loss of the company for that period;

iii. that the directors 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 fraud and other irregularities;

iv. that the directors had prepared the annual accounts on a going concern basis

AUDITORS

M/s Mahesh, Virender & Shram, Chartered Accountants - Hyderabad retire at the conclusion of this Annual General Meeting and are eligible for reappointment as statutory Auditors. They have signified their willingness for re-appointment and have confirmed their eligibility undersection 224(1 B) of the CompaniesAct, 1956.

REPLIES TO AUDITORS REPORT

Notes No.6 Regarding Non-confirmation of balances from various parties: The Company is in the process of obtaining the confirmation of balances on a going concern basis.

Note No.7 Regarding non-provision for proportionate liability on account of employees retirement benefits which have not been quantified; Since employees benefits yet completed statutory period for eligibility of retirement benefits the same has been not provided.

Notes No.8: Non provision of loss on investments suggestions of Auditors will be considered during the current year.

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

A Statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are given in Annexure -1 to this report.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration in excess of the limits mentioned under Sec.217(2A) of the Companies Act, 1956 read with the relevant rules made there under during the financial year 2009-10.

PERSONNEL:

Your Directors place (d) on record their appreciation for the services rendered by the employees. The relation between the management and the employees has been cordial throughout the year.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement a separate Report on Corporate Governance is enclosed as Annexure-ll to this report.

ACKNOWLEDGMENTS

Your Directors wish to place on record their gratitude for the support received from Bankers, Government Departments, suppliers, clients and look forward for their continued support and co-operation. Your Directors record their special appreciation to the employees and officers for their sustained efforts and contribution to the company. Yours directors also thank the share holders and investors for the their support and confidence reposed in.

Pecuniary Relationship or transactions of Non-Executive Directors

Non-Executive directors dont have any other material pecuniary relationship or transactions with the company, its promoters or its management which in the judgement of the board may affect independence of judgment of the director.

Code of Conduct

The Board of Directors of the company has laid a code of conduct for Directors. .All Directors have affirmed compliance with the code for the year under review. A declaration to this effect duly signed by the Managing Director of the Company is annexed to this report.

Nomination facility

Shareholders holding shares in physical form and desirous of making a nomination in respect of their shareholding in the company, as permitted under Section 109A of the Companies Act, 1956 are requested to submit to the Company the prescribed Form 2B for this purpose.

Companys Policy on prevention of insider Trading

Pursuant to the requirements of SEBI (Prohibition of insider Trading) Regulations, 1992, as amended, the Company had framed a Code of conduct for prevention of insider trading. Sri Chintam Krishna Reddy - had been appointed as Compliance Officer for the purpose. The code is applicable to all such employees of the Company who are expected to have access to the unpublished price sensitive information relating to the Company and the same is being implemented as a self regulatory mechanish,

By order of the Board VMF SOFT TECH LIMITED

sd/- sd/- KRISHNA REDDY CHINTAM P KRISHNAM RAJU MANAGING DIRECTOR DIRECTOR

Registered Office:

22-240/5, Nanditha Complex Opp: KPHB Colony Kukatpally Hyderabad-500072.

Date; 30th August, 2010



 
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