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Directors Report of Nihar Info Global Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 21st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary

The Company's financial performance, for the year ended March 31, 2015 is summarized below:

Rsin Lakhs

Particulars Current Year ended Previous year ended 31st March 2015 31st March 2014

Gross Revenue 162.50 52.00

Profit before interest,

depreciation & taxes 30.19 2.14

Interest 0.00 0.11

Depreciation & Amortization 2.97 0.34

Profit /Loss After Tax 27.45 1.37

2. Performance of the Company

The turnover of the Company for the current year is Rs. 162.50 lacs. The Company recorded a profit of Rs. 27.45 lacs as against a profit of Rs. 1.37 lacs during previous year.

3. Dividend

The Company is not providing any dividend for the year.

4. State of Company's affair & Future Outlook The Company is focusing on following segments.

1) E commerce

2) I T solutions

E Commmerce:

It is a known fact that the Company was started in 1999, with the Sole Objective of ecommerce. As there was a com burst across the world the company changed its business model and moved to Enterprise Solutions. We are delighted to inform you that the Company again has started focusing on e Commerce activities and performing immensely well in this direction. It has become India's first listed e Commerce Company.

The Company has launched India's First Multilingual Portal by name www.niharonline.com in three languages i.e., English, Hindi and Telugu on 29.12.1999. The Website www.niharonline.com is almost getting more than one lakh of visitors every day from 140 Countries at that point of time. The Company has appointed proper team of professionals for effective carrying out the E commerce activities.

Till now, the Company has launched the seven e-commerce portals under the Brand Nihar Market and Six Content portals under the Brand Nihar Web, details of which have been mentioned below.

The Company also has the following ecommerce portals under Nihar Market www.niharmarket.com Goldsiver.in- Online portal for selling of Gold & Silver ornaments, coins etc.

- The Portal was officially launched on the Occasion of Akshaya Tritya on 21st April, 2015.

- It is a B2C e Commerce Portal for Minted Gold and Silver Products, Pure Gold and Silver Products and 92.5 Silver.

- Currently the Portal has the Minted Products of MMTC-PAMP and 92.5 Silver Products.

- The portal has signed agreements with various sellers like Stock Holding Corporation of India Ltd., Nihar Stocks Ltd. and is in the process of on boarding more sellers on the portal. All the sellers on Goldnsilver.in are Handpicked and are ensured that they maintain the best quality.

- The Company is soon launching the Mobile App on different platforms. Cinescope.in- Online movie streaming portal

- Cinescope.in provides Online Streaming of Movies on a Monthly Subscription Fees Model.

- The portal currently has around 100 exclusive movies on its portal and is in process of increasing the Catalogue.

- The portal is in plans to come with a unique strategy for the Medium and Low Budget Movies to monetize huge collections on the Day of Release.

- The Portal also has a huge collection of CDs and DVDs of movies in Different Languages for Online buying.

Banyanstore.com- It is B2B portal focusing on LED's , furniture, building material etc.

- It is a B2B e Commerce Portal on a Marketplace Model.

- Currently the Portal has various products like LEDs, Furniture and other products.

- The Company is also signing agreements with Various Manufacturers in India and is planning to have at least 100 Manufacturers on its portal very soon.

Makeadeal.in- It is a portal for comparison of product and price with various other portals

- It is a Product and Price Comparison Portal which aggregates good products from various ecommerce portals.

- The Objective of this Portal is to enhance the Buying Experience of the Online Buyers.

- The Portal has products under various categories like Men, Women, Books, Kids, Home and Furniture etc.

- The Portal also aggregates the best deals from various ecommerce portals like Flipkart, Amazon, Snapdeal and Infibeam. Smartmelody.in- Online music portal of movies

- A Friendly User Interface that provides Catalogue of 40 Albums with 250 Songs, Customized Playlists, Provision for Online Streaming of Audio Songs.

- The Objective of the Portal is to have a huge collection of Audio Songs on Online Streaming Model.

- The Company is in talks with various Record Label Companies for the same. ITdukaan.com- Portal for Online shopping of Electronics and Mobiles

- It is an e Commerce Portal for all types of Electronics like - Mobiles, Tablets, Accessories, Laptops, Television, Cameras, Speakers & Headphones, Printers, Routers & Data cards.

- The objective of the portal is to connect the Brand and the Consumers.

- The Portal also has the various top Deals on various Brands.

- Anyservice.in- Online selling of various services like loans, insurance, finance, plumbing, electrical etc.

- It is a B2C e Commerce Portal based on Marketplace Model that enables users to search for various services based on Location.

- It provides various services like Home Loan, Education Loan, Auto Loan, Personal Loan, Business Loan, Loan Against Property, Loan Against Shares, Broking Account, Demat Account, Investigation Services, Verification Services etc.

- The Company is in process of adding more services to the portal by getting various reputed sellers on boarded. The Company also has the following content portals under Nihar Web:

Niharonline.com

- NiharOnline.com is India's First Multilingual Potal launched in 1999.

- This is a Multilingual News Portal in English, Telugu and Hindi. The Portal Contains the News under various categories like Featured, Politics, Tollywood, Bollywood, Photogallery, Sports etc.

- The Portal is also available in the form of app for Android Devices in English, Hindi and Telugu. Ecards4u.in- Online portal for multilingual greetings

- Ecards4u portal is available in 3 languages English, Telugu and Hindi.

- It contains more than 500 greeting cards under various categories like Festivals, Events, Wishes, Holidays etc.

- The Android App is available for download and users can share the ecards through email, Facebook and Whtasapp.

Railstar.in-

- Online portal all information related to Indian Railways like PNR status, Train Routes, Seat availability, Fares etc. Sarasam.in- India's first multilingual humour portal

- It is India's First Telugu Huor Portal launched in 1999.

- The Telugu Humour Portal containing cartoons, jokes and short stories.

- It has 12 categories and a Daily Cartoon Section. Haasparihaas.in- Online portal for Humour in Hindi. It provides a good collection of cartoons. HumorBox.in - An Online English Humor Portal.

These portals are getting traffic and the Company is taking best measures to increase it further. The Company has recruited well qualified designers and content team to achieve the same.

Comprehensive Capital/ Financial Restructure Plan

The Company had gone for Scheme of Arrangement whereby equity capital was reduced and loans were converted into equity and also further issue of equity was made. The Scheme was cleared by High Court on 24th January 2014. The Company had filed the same with ROC on 28th March 2014 for giving the affect on Scheme of Arrangement. Accordingly the Company announced the record date on 24th April 2014 in fulfillment of the terms of the Scheme of Arrangement and subsequently filed the listing application with BSE. The Company has duly complied and completed the entire procedure and received the approval from SEBI and BSE on 20th November 2014. The Company has duly followed the post reduction and consolidation formalities along with corporate action with BSE, CDSL & NSDL and the reduced and consolidated shares have been duly issued to the shareholders.

The Company wishes to state that the amount of shares that were unable to be issued to the shareholders due to change in address or any other such reason have been transferred to the suspense account maintained by the Company with SHCIL.

Details of Associate Company

Nihar Stocks Limited is an associate company since it is holding 25% shares of the Company.

Summarized performance and financial position of the associate company is given below (Pursuant to first proviso to Sub-section (3) of Section 129 of the Companies act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014)

Name of the Company- Nihar Stocks Limited

Financial period ended- 31st March 2015

Share Capital- Rs. 15,25,000 equity share capital

Reserves & Surplus- Rs. (14,59,569)

Total Assets- Rs. 2,21,72,546

Total Liabilities Rs. 2,21,07,115

(excluding share capital & Reserves & Surplus)

Non Current Investments Rs. 1,75,47,337

Turnover Rs. 1,21,000

Profit/ Loss before taxation Rs. 6,632

Profit/ (Loss) after taxation Rs. 6,632

Extract of the annual return

Extract of the annual return in Form No. MGT – 9 is given as Annexure-I

Directors Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, your Directors confirm as under:

- In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures.

- The relevant accounting policies are applied consistently and the Directors' have made judgments and estimates that are reasonable and prudent so as to give a true and fair view to the state of affairs of the Company as on 31st March, 2015 and of the loss of the Company for the period.

- Proper and sufficient care has been taken in the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

- The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Material changes and commitments affecting financial position between the end of financial year and date of report No material changes have taken place in the mentioned period. Significant and Material orders There are no Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operation in future.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The Particulars with respect to Conservation of energy, Technology observation and Foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars)Rules, 1988 are given below:

- Conservation of Energy: The operations of the Company are not energy intensive and every effort has been made to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient computers and equipment with latest technologies.

- Research and Development: No amount was spent in Research and Development during the year 2014-15.

- Technology Absorption: Your Company is constantly upgrading its technological excellence with emerging technologies.

- Foreign Exchange Earning and outgo: The Company had a foreign exchange earning of Rs. 33,02,700/- in 2014-15.

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 the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Directors & Key Managerial Personnel:

The Board of Directors consists of Managing Director Mr. BSN Suryanarayana, whole time Director Mr. B Divyesh Nihar, Mr. Jagdeswara Rao Reddi Independent Director, Mr. J Sundara Sekhar and Ms. Nithisha Boda.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Jagadeeswara Rao Reddi, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Policy on Director's Appointment and Remuneration

The current policy of the Company is to have an appropriate mix of executive and independent Directors to maintain the independence of the Board, and separate its functions of governance and management. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub section (3) of Section 178 of Companies Act, 2013, adopted by the Board, is appended to the Board Report. We affirm that the remuneration paid to the Director is as per the terms laid out in the remuneration policy of the Company.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director u/s 149(7) of Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of Companies Act, 2013 and clause 49 of the Listing Agreement.

AUDITORS AND AUDITORS' REPORT:

Statutory Auditors

M/s Ramachandaram & Co. Statutory Auditors of the Company hold the office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board had appointed B. Surender & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Director's comments to Statutory Auditors qualification

The Company has already paid the statutory dues of related to VAT and TDS as appearing in the Auditors qualification remarks.

The pending dues of service tax are proposed to be cleared in the current period.

Disclosures: Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Jagadeeshwara Rao Reddi (Chairman), J. Sundara Sekhar and B.S.N Suryanarayana as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Company's policy on Vigil Mechanism has been enclosed in the Annual Report.

Code of Conduct

The Company has framed the Code of Conduct for Directors and Senior Management. The Code of Conduct is applicable to all the Directors and Senior Management of the Company. All the members of the Board and Senior Management of the Company have affirmed compliance with their respective code of conducts for the financial year ended 31st March 2015. A copy of the Code of Conduct is available on the Company's website www. Niharinfo.com at the Investors page.

Meetings of the Board

Seven meetings of the Board of Directors were held during the year which is enclosed in the Corporate Governance Report.

Particulars of loans, guarantees or investments under section 186

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 13 to the financial statement).

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 arms length transactions under third provision thereto has been disclosed in Form No. AOC -2. (Format enclosed) along with the policy on Related Party Transactions.

Management's discussion and analysis Report

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's discussion and analysis report is set out in this Annual Report.

Corporate Governance Certificate

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

Details of policy developed and implemented by the Company on its Corporate Social Responsibility Initiatives The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. Particulars of Employees and related disclosures As required by the provisions of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 no employee is drawing remuneration at or above the limits mentioned therein.

Fixed Deposits

The Company has not raised any Fixed Deposits during the year so as to attract the provision of Section 81 of the Companies Act, 2013, read with Companies (Acceptance of deposits) rules, 2014 as amended from time to time.

Green Initiatives

Electronic copies of the Annual Report 2014-15 and notice of the 21st Annual General Meeting are sent to all members whose email address are registered with the Company/RTA/DPs. For members who have not registered their email address, physical copies of the Annual Report 2015 are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

Acknowledgements

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and behalf of the Board

of Directors

(Sd/-)

Place: Secunderabad BSN Suryanarayana

Date: 27/08/2015 (Managing Director)

(DIN : 01499145)


Mar 31, 2014

The Members

The Directors are pleased to present the 20th Annual Report on the business and operations of the Company together with the Statement of Accounts for the financial year ended 31st March, 2014.

Financial Results

Your Company''s results for the year in comparison with the previous year are given below in a summarized form :

(Rs. In Lakhs)

Particulars Current Year ended Previous year ended 31st March 2014 31st March 2013

Gross Revenue 52.00 19.39

Profit before interest, depreciation & taxes 2.18 (131.68)

Interest 0.11 0.23

Depreciation & Amortization 0.34 0.28

Profit /Loss After Tax 1.73 (132.43)

Operations

The turnover of the Company for the current year is Rs. 52 lacs. The Company recorded a profit of Rs. 1.73 lacs as against a loss of Rs. 132.43 lacs during previous year.

Dividend

The Board of Directors do not recommend any dividend for the year.

Future Outlook

The Company is focusing on following segments.

1) Enterprise Solutions

2) e Commerce

3) Setting up of Franchisee Centers Enterprise Solutions:

Nihar Info Global Ltd. is an IBM Premier Partner and it has got capabilities in IBM FileNet, IBM Lotus Notes, IBM Tivoli Storage Manager. Nihar has also partnered with all the major Distributors such as Ingram Micro, Redington and Avnet for supply of various Hardware and Software products. We are in the process of becoming a partner of Seclore ( It is a leading comany providing various information security solutions) for the Information Rights Management Solution. WE have added two new customers in Pharma Sector in the recent past. i.e Biological e Ltd and Sai Life Sciences Ltd. The company is focusing more on the Pharma Sector and is building expertise and skill sets for providing various solutions for the Pharma Sector. It is a known fact that Combined Andhra Pradesh ranks 4th in the Pharma Industry in the Country, whereas Maharashtra, Gujrat and West Bengal are ranked first, second and third in the Pharma Industry in the Country. The company is still having number of clients for Maintenance in Government and Private sector on technologies such as IBM FileNet, IBM Tivoli and Web Technologies.

E Commmerce:

It is a known fact that Nihar Infoway Limited was started in 1995, with the Sole Objective of e Commerce. As there was a .com burst across the world the company changed its business model and moved to Enterprise Solutions. The Company has recently launched www.sarasam.in, www.ecards4u.in and www.niharonline.in. This portals are getting traffic and we have plans to improve the traffic on these portals as we will be recruiting more design and content team in course of time. Simultaneously, we are also planning to launch an e Commerce portal of the company. You are aware that the India''s Commerce market grew at a staggering 88% in 2013 to 16 Billion USD riding on booming online retail trends and defying slower economic growth and spiraling inflation according to a survey by industry body ASSOCHAM. As per CRISIL research report, e Commerce in India is estimated to grow at 50-55% annually for the next three years. Also globally the sector is booming and is expected to grow to 675 Billion USD by 2016.

To emphasise more on the e Commerce in the recent past, Flipkart which is valued at 6 Billion USD has offered Smartphones like Moto G, Xiaomi Mi3 at a very competitive price. Recently, it sold 20,000 devices within 2.3 seconds. It clearly speaks the strength of e Commerce in India and the scope for more players to get into the same space.

Franchisee Center:

Recently Nihar Info has signed a Franchise Agreement with SK Services LLP in Vizag to train on High End technologies and absorb them as employees on Nihar Info Global Ltd. Once the center becomes successful, the company will open more Franchisee Centers across the state and other parts of the Country.

Comprehensive Capital/ Financial Restructure Plan

The Company had gone for Scheme of Arrangement whereby equity capital was reduced and loans were converted into equity and also further issue of equity was made. The Scheme was cleared by High Court on 24th January 2014. The Company had filed the same with ROC on 28lh March 2014 for giving the affect on Scheme of Arrangement. Accordingly the Company announced the record date on 24th April 2014 in fulfillment of the terms of the Scheme of Arrangement and subsequently filed the listing application with BSE and subsequently pursuing with BSE and SEBI on the same.

Auditors

The present Auditors of the Company M/s. C. Ramachandram & Co., Chartered Accountants, hold office until the conclusion of this Annual General Meeting and being eligible, offer themselves for re- appointment. The Company has obtained confirmation, under section 139(1) of the Companies Act, 2013, confirming their eligibility and willingness to accept the office of the Statutory Auditors for the financial year 2014-15, if re-appointed. The Audit Committee and the Board of Directors of the Company recommend the appointment of M/s. C. Ramachandram & Co. as Statutory Auditors of the Company for the financial year 2014-15.

Report on Corporate Governance

We believe that the Corporate Governance is at the heart of the shareholders value creation. The Company has taken requisite steps to comply with the recommendations concerning the corporate governance. The disclosure as required under the corporate governance standards have been furnished as a part of this report separately. A certificate from the Auditors of the Company regarding compliance of clause 49 of listing agreement with Bombay Stock Exchange is attached to this Report.

Reply to the Auditors'' Qualification

The majority of the statutory dues have been paid during the year and dues that are pending are proposed to be cleared in the current period. The Company has not provided Rs. 1,24,507 as no demands have been received from income tax deportment and the same is shown as contingent liability.

Directors Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, your Directors confirm as under:

- In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures.

- The relevant accounting policies are applied consistently and the Directors'' have made judgments and estimates that are reasonable and prudent so as to give a true and fair view to the state of affairs of the Company as on 31st March, 2014 and of the profit of the Company for the period.

- Proper and sufficient care has been taken in the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

- The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Particulars with respect to Conservation of energy, Technology observation and Foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars)Rules, 1988 are given below:

- Conservation of Energy: The operations of the Company are not energy intensive and every effort has been made to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient computers and equipment with latest technologies.

- Research and Development: No amount was spent in Research and Development during the year 2013-14.

- Technology Absorption: Your Company is constantly upgrading its technological excellence with emerging technologies.

- Foreign Exchange Earning and outgo: There was no Foreign Exchange Earnings and outgo during the year.

- Particulars of Employees pursuant to Section 217(2A) :As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 no employee is drawing remuneration at or above the limits mentioned therein.

Board of Directors

The Board of Directors for 2013-14 consisted of Managing Director Mr. BSN Suryanarayana, whole time Director Mr. B Divyesh Nihar, Mr. Jagdeswara Rao Reddi Independent Director and Mr. P J Sudhakar. Mr. P J Sudhakar has expessed his willingness to discontinue and Mr. J Sundara Sekhar will be appointed as the Independent Director, subject to the approval of the Shareholders.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report has been attached as a part of the Annual Report. Fixed Deposits

The Company has not raised any Fixed Deposits during the year so as to attract the provision of Section 58A of the Companies Act, 1986, read with Companies (Acceptance of deposits) rules, 1975 as amended from time to time.

Acknowledgement

The Directors sincerely appreciate the contributions made by all the employees associations and business partners who have contributed towards the success of the Company. The Directors are also thankful for the Company-operation, support and assistance received from the Business Partners, Banks, Investors, Customers, Central and State Government Departments, Local Authorities, Vendors, Stock Exchange and all other associated with the activities of the Company. The Directors would also like to acknowledge the continuous support of the Company shareholders.

For Nihar Info Global Limited

Sd/- Sd/-

Place : Secunderabad BSN Suryanarayana B. Divyesh Nihar

Date : 28.08.2014 (Managing Director) Whole Time Director


Mar 31, 2012

The Directors are pleased to present the 18th Annual Report on the business and operations of the Company together with the Statement of Accounts for the financial year ended 31st March, 2012.

Financial Results

Your Company's results for the year in comparison with the previous year are given below in a summarized form :

(Rs. In Lakhs)

Particulars Current Year ended Previous year ended 31st March 2012 31st March 2011

Gross Revenue 27.13 42.56

Profit before interest, Depreciation & Taxes (58.51) (4.50)

Interest 5.56 5.02

Depreciation & Amortisation 3.68 3.63

Profit /Loss After Tax (67.68) (5.13)

Operations

The turnover of the Company for the current year is Rs. 27.13 lakhs. The Company recorded a loss of Rs. 67.68 Lakhs as against Rs. 5.13 lakhs during previous year.

Future Outlook

The Company has been focusing now IBM Products such as IBM File Net, LOTUS Notes, TIVOLI, WEBSPHERE, DB2 etc. The Company has built skilled manpower on Java Technologies, .net technologies and IBM Products. The Company has bagged prestigious clients on the above mentioned technologies from AMD (Atomic Minerals Directorate), Dept. of Atomic Energy, Andhra Pradesh Industrial Infrastructure Corporation, LV Prasad Eye Institute and Sowbhagya Media Limited. The Company has also become an Oracle Gold Partner and is focusing on Oracle Fusion Middleware Technologies. The Company has also received Extension of Maintenance Contract of Paradip Port trust. The Company is also empanelled as Vendor with Wipro Technologies Limited.

In view of the loss during the year under review, your Directors regret their inability to recommend any dividend. The Company has since paid the Income Tax deducted at source and there is no due as on the date of this report and as regards Provident Fund penalty , we are paying the same by installments and during the current year, it will be totally cleared.

Auditors

The present Auditors of the Company M/s.C.Ramachandram & Co., Chartered Accountants, hold office until the conclusion of this Annual General Meeting and being eligible, offer themselves for re- appointment.

Report on Corporate Governance

We believe that the Corporate Governance is at the heart of the shareholders value creation. The Company has taken requisite steps to comply with the recommendations concerning the corporate governance. The disclosure as required under the corporate governance standards have been furnished as a part of this report separately. A certificate from the Auditors of the Company regarding compliance of clause 49 of listing agreement with Bombay Stock Exchange is attached to this Report.

Directors Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, your Directors confirm as under:

- In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures.

- The relevant accounting policies are applied consistently and the Directors' have made judgements and estimates that are reasonable and prudent so as to give a true and fair view to the state of affairs of the Company as on 31st March, 2012 and of the loss of the Company for the period.

- Proper and sufficient care has been taken in the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Particulars with respect to Conservation of energy, Technology observation and Foreign Exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars)Rules, 1988 are given below:

- Conservation of Energy: The operations of the Company are not energy intensive and every effort has been made to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient computers and equipment with latest technologies.

- Research and Development: No amount was spent in Research and Development during the year 2011-12.

- Technology Absorption: Your Company is constantly upgrading its technological excellence with emerging technologies.

- Foreign Exchange Earning and outgo: There was no Foreign Exchange Earnings and outgo during the year.

- Particulars of Employees pursuant to Section 217(2A) :As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 no employee is drawing remuneration at or above the limits mentioned therein.

Fixed Deposits

The Company has not raised any Fixed Deposits during the year so as to attract the provision of Section 58A of the Companies Act, 1986, read with Companies (Acceptance of deposits) rules, 1975 as amended from time to time.

Changes in the composition of the board

The following are the changes in the composition of Board of Directors:

1. Mr. N. Shiva Prasad has resigned from the directorship w.e.f. 25th July 2011.

2. Mr. Jagadeeswara Rao Reddi has been appointed as Independent Director w.e.f. 06th August 2011

Acknowledgement

The Directors sincerely appreciate the contributions made by all the employees associations and business partners who have contributed towards the success of the Company. The Directors are also thankful for the Company-operation, support and assistance received from the Business Partners, Banks, Investors, Customers, Central and State Government Departments, Local Authorities, Vendors, Stock Exchange and all other associated with the activities of the Company. The Directors would also like to acknowledge the continuous support of the Company shareholders.

By the order of the Board of Directors

(Sd/-) (Sd/-)

Place : Secunderabad BSN Suryanarayana B. Divyesh Nihar

Date : 30-08-2012 Managing Director Wholetime Director


Mar 31, 2011

Dear Members,

The directors are pleased to present the 17th Annual Report on the business and operations of the Company together with the statement of Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

Your Company's results for the year in comparison with the previous year are given below in a summarized form:

(Rs: in lakhs)

Particulars Current Year Current Year ended 31st ended 31st March, 2011 March, 2010

Gross Revenue 43.34 30.26

Profit before interest,

Depreciation & Taxes (4.50) (346.50)

Interest 5.02 7.85

Depreciation & Amortisation 3.63 12.52

Profit After Tax (5.13) (357.76)

Operations

The turnover of the Company for the year has increased as it improved from Rs. 30.26 lakhs (for 2009-10) to Rs. 43.34 lakhs for 2010-11. The Company recorded a loss of Rs. 5.13 lakhs as against Rs. 357.76 lakhs during the previous year.

Future Outlook

The Company has been focusing now on IBM Technologies such as IBM File Net, LOTUS Notes,TIVOLI,WEBSPHERE, DB2 etc.The Company has built skilled manpower on Java Technologies, .net technologies and IBM Products. The company has bagged prestigious clients on the above mentioned technologies from AMD (Atomic Minerals Directorate), Dept. Of Atomic Energy,SIFY Technology Ltd., Andhra Pradesh Industrial Infrastructure Corporation, National council of Rural Institutes (NCRI) etc. Company is also planning to enter into providing services to corporates on XBRL Technologies. We have already registered a domain by name www.xbrlindia.co to provide services on XBRL from that portal.

Dividend

In view of the loss during the year under review, your directors regret their inability to recommend any dividend.

Auditors

The present Auditors of the Company M/s. Ramachandram & Co., Chartered Accountants, hold office until the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

Report on Corporate Governance

We believe that the corporate governance is at the heart of the shareholders value creation. The Company has taken requisite steps to comply with the recommendations concerning the corporate governance. The disclosure as required under the corporate governance standards have been furnished as a part of this report separately. A certificate from the Auditors of the Company regarding compliance of clause 49 of listing agreement with Bombay Stock Exchange is attached to this Report.

Directors Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, your directors confirm as under:

- In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures.

- The relevant accounting policies are applied consistently and the directors' have made judgements and estimates that are reasonable and prudent so as to give a true and fair view to the state of affairs of the Company as on 31st March, 2011 and of the profit of the Company for the period.

- Proper and sufficient care has been taken in the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

Particulars of conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Particulars with respect to conservation of energy, technology observation and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars)Rules, 1988 are given below:

- Conservation of Energy: The operations of the Company are not energy intensive and every effort has been made to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient computers and equipment with latest technologies.

- Research and Development: No amount was spent in Research and Development during the year 2010-11.

- Technology Absorption: Your Company is constantly upgrading its technological excellence with emerging technologies.

- Foreign Exchange Earning and outgo: There was no Foreign Exchange Earnings and outgo during the year.

- Particulars of Employees pursuant to Section 217(2A) :As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 no employee is drawing remuneration at or above the limits mentioned therein.

Fixed Deposits

The Company has not raised any Fixed Deposits during the year so as to attract the provision of Section 58A of the Companies Act, 1986, read with Companies (Acceptance of deposits) rules, 1975 as amended from time to time.

Comments to Auditors Report

As regards comment by Auditors, we wish to state that Provident Fund penality is an old penalty levied for delay in payments of P. F dues and the company is regularly paying installment of Rs.50,000/ - every month towards that to clear the penalty. As regards Income Tax Deducted at Source the total amount has been paid by company in the month of July, 2011. As regards Service Tax the company will be paying the amount shortly. As regards Professional Tax, the company has paid the same in August 2011.

Change in the composition of the board

There were not any changes in the composition of the board during Financial Year 2010-11.

Acknowledgement

The Directors sincerely appreciate the contributions made by all the employees associations and business partners who have contributed towards the success of the Company. The Directors are also thankful for the Company-operation, support and assistance received from the business partners, banks, investors, customers, central and state government departments, local authorities, vendors, stock exchange and all other associated with the activities of the Company. The directors would also like to acknowledge the continuous support of the Company shareholders.

For and on behalf of the Board of directors



(Sd/-) (Sd/-) Place : Secunderabad BSN Suryanarayana B. Divyesh Nihar Date : 29-08-2011 Managing Director Wholetime Director


Mar 31, 2010

The directors are pleased to present the 16th Annual Report on the business and operations of the Company together with Ihe statement of Accounts for the financial year ended 31st March, 2(110.

FINANCIAL RESULTS

Your Companys results for the year in comparison with the previous year arc given below in a summarized form: (Rs: in lakhs)

Particulars 2009-10 2008-09

Gross Revenue 30.26 70.02

Profit before interest,

Depreciation & Taxes (346.50) (45.47)

Interest 7.85 10.14

Depreciation & 12.52 34.98

Amortisation

Profit After Tax (357.76) (36.00)

Results of operations and future outlook:

The financials of the current year are not comparable to the previous year. The turnover the Company for the year has fallen considerably as it came down from Rs. 70.02 lakhs (consolidated for 2008-09) to Rs. 30.26 lakhs for 2009-10. The Company recorded a loss of Rs. 357.76 lakhs as against Rs. 36 lakhs during the previous year.

The Company has received a work order from Department of Atomic Energy for its division AMD, Hyderabad and Sify Technologies Limited, Chennai for implementation of IBM Filenel solution. Andhra Pradesh Industrial Infrastructure Corporation Limited (API1C), Hyderabad has also shown their trust in us by giving a work order of maintenance of their website for one year. The management is pleased to announce that we are successfully running the projects.

The world and India has been going through turbulent times economically. The Company is taking sound steps towards re-aligning itself to emerging markets of future and diversification.

IBM Technologies

IBM FileNet: Your Company is an IBM Business Partner and IBM Value Net Partner for FileNet. IBM FileNet is a world leader in Enterprise Content Management. It is widely used in all the sectors like Banking, Insurance, and Government etc.

Your company has got projects on LBM FileNet in various government organizations like Atomic Minerals Directorate for Exploration and Research, Department of Atomic Energy (A Central government Organization) and NEDCAP Limited (Non conventional Energy Development Corporation of Andhra Pradesh). Your company has also got a project from Sify Technologies for IBM FileNet implementation. Your company with its expertise in IBM FileNet has built a very strong IBM certified team in delivering IBM FileNet solutions. We are also developing solutions on IBM FileNet for government clients.

- Lotus : IBM Lotus portfolio contains products related to collaboration and mailing like Lotus Notes and Lotus Domino. Your Company has also built a strong team in IBM Lotus for delivering mailing solutions. Your company has also got a project for Lotus Mailing from API1C Limited (Andhra Pradesh Industrial Infrastructure Corporation), a state government organization.

DB2, Websphere, Cognos : IBM DB2 is also a very popular database (RDBMS), Websphere is also popular application server and Cognos is a world leader in Business Intelligence. .A11 these products are implemented in all major industries throughout the world. Your Company has also built a strong team in all these technologies,

Diversification into Solar Power : Jawaharlal Nehru National Solar Mission which was announced in January, 2010., is a major initiative of the Government of India and State Governments to promote ecologically sustainable growth while addressing India"; energy security challenge.

India is endowed with vast solar energy potential. About 5,000 trillion kWh per year, energy is incident over Indias land area with most parts receiving 4-7 kWh per sq. m per day. Hence both technology routes for conversion of solar radiation into heat and electricity, namely, solar thermal and solar photovoltaics, can effectively be harnessed providing huge scalability for solar in India. From an energy security perspective, solar is the most secure of all sources, since it is abundantly available. While, today, domestic coal based power generation is the cheapest electricity source, future scenarios suggest that this could well change.

The objective of the National Solar Mission is to establish India as a global leader in solar energy, by creating the policy conditions for its diffusion across the country as quickly as possible. The Mission will adopt a 3-phase approach, spanning the remaining period of the 11th Plan and first year of the 12th Plan (up to 2012-13) as Phase 1, the remaining 4 years of the 12th Plan (2013-17) as Phase 2 and the 13th Plan (2017-22) as Phase 3.

To achieve this, the Mission targets are :

- To create an enabling policy framework for the deployment of 20,000 MW of solar power by 2022.

- To ramp up capacity of grid-connected solar power generation to 1000 MW within three years - by 2013; an additional 3000 MW by 2017 through the mandatory use of the renewable purchase obligation by utilities backed with a preferential tariff. This capacity can be more than doubled - reaching 10.000MW installed power by 2017 or more, based on the enhanced and enabled international finance and technology transfer. The ambitious target for 2022 of 20,000 MW or more, will be dependent on the learning of the first two phases, which if successful, could lead to conditions of grid-competitive solar power. The transition could be appropriately up scaled, based on availability of international finance and technology.

- To create favorable conditions for solar manufacturing capability, particularly solar thermal for indigenous production and market leadership.

- To promote programmes for off grid applications, reaching 1000 MW by 2017 and 2000 MW by 2022,

- To achieve 15 million sq. meters solar thermal collector area by 2017 and 20 million by 2022.

- To deploy 20 million solar lighting systems for rural areas by 2022.

Dividend

In view of the loss during the year under review, your directors regret their inability to recommend any dividend.

Auditors

The present Auditors of the Company _Mr. Ramachandram & Co., Chartered Accountants, hold office until the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

Report on Corporate Governance

We believe that the corporate governance is at the heart of the shareholders value creation. The Company has taken requisite steps to complv with the recommendations concerning the corporate governance. The disclosure as required under the corporate governance standards have been furnished as a part of this report separately, A certificate from the Auditors of the Company regarding compliance of clause 49 of listing agreement with Bombay Stock Exchange is attached to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Acl, your directors confirm as under;

- "In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures.

- The relevant accounting policies are applied consistently and the directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view to the state of affairs of the Company as on 31st March, 2010 and of the profit of the Company for the period.

- Proper and sufficient care has been taken in the maintenance of adequate acccunting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- "The annual accounts have been prepared on a going concern basis.

Particulars of conservation of energy, Technolgy Absorption and Foreign Exchange Earnings and Outgo

The Particulars with respect to conservation of energy, technology observation and foreign exchange earnings and outgo as per Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars)Rules, 1988 are given below:

- "Conservation of Energy: The operations of the Company are not energy intersive and every effort has been made to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient computers and equipment with latest technologies.

- "Technology Absorption: Your Company is constantly upgrading its technological excellence with emerging technologies.

- "Foreign Exchange Earning and outgo: There was no Foreign Exchange Earnings and outgo during the year.

- "Research and Development: No amount was spent in Research and Development during the year 2009-10,

- "Particulars of Employees pursuant to Section 217(2A)

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 no employee is drawing remuneration at or above the limits mentioned therein.

Changes in Compostion of Board :

The following are the changes in the composition of the Board of Directors :

1. Mr. V. Satyanaraya, Director of the Company has resigned from the Directorship of the Company with effect freom 1st September, 2009 due to the Personal Reasons.

2. Mr. Vishram Naniwadekar, Director of the Company has resigned from the Directorship of the Company with effect freom 1st September, 2009 due to the Personal Reasons.

3. Ms. B. Vijaya Lakshmi, Director of the Company has resigned from the Directorship of the Company with effect freom 1st September, 2009 due to the Personal Reasons,

4. Mr. B. Divyesh Nihar is appointed as the Wholle time Director of the Company with effect freom 1st September, 2009.

5. Mr. E ). Sudhakar is appointed as the Director of the Company with effect freom 1st September, 2009.

6. Mr.N. Siva Prasad is appointed as the Director of the Companv with effect freom 27th October, 2009.

Fixed Deposits

The Company has not raised any Fixed Deposits during the year so as to attract the provision of Section 58A of the Companies Act, 1986, read with Companies (Acceptance of deposits) rules, 1975 as amended from time to time.

Acknowledgement

The Directors sincerely appreciate the contributions made by all the employees associations and business partners who have contributed towards the success of the Company. The Directors are also thankful for the Company-operation, support and assistance received from the business partners, banks, investors, customers, central and state government departments, local authorities, vendors, stock exchange and all other associated with the activities of the Company. The directors would also like to acknowledge the continuous support of the Company shareholders.

For and on behalf of the Board of directors

Place: Secunderabad (Sd/-) (Sd/-)

Date : 01-09-2010 BSN Suryanarayana B. Divyesh Nihar

 
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