Directors Report of Quintegra Solutions Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Twenty-first Annual Report together with the Audited Financial Statements for the year ended 31st March 2015.

FINANCIAL HIGHLIGHTS

(Rs. In lakhs)

For the For the Particulars year ended year ended 31.03.2015 31.03.2014

Total Income 131.20 1034.96

Expenditure 170.69 806.92

Interest 0.08 1628.70

Depreciation & Exceptional Items 86.78 (679.75)

Profit / (Loss) before Tax (126.35) (720.91)

Tax Expenses (for earlier years) 36.33 (396.32)

Profit / (Loss) after Tax (162.68) (324.59)

Balance brought forward from previous year (18097.24) (17772.65)

Balance carried over (18259.92) (18097.24)

REVIEW OF OPERATIONS AND OUTLOOK

The only business the Company had from Department of Income Tax had been withdrawn with effect from June 2014. The company does not have any business at present. All cost cutting methods, including reduction of staff are implemented and the same will continue till revival. As a first step towards revival, the Company had since cleared the loan through One-time Settlement as approved by State Bank of India. Further efforts to stabilise the company through various possible means are being explored.

FIXED DEPOSITS

The Company had not accepted any fixed deposits from public during the year.

TRANSFER TO RESERVES

During the year the Company had accepted the One-time Settlement (OTS) proposal offered by SBI. The waiver of the principal portion of the term loan was treated as realised gains resulting from the discharge of an obligation at less than its carrying amount and the same was adjusted in capital reserve.

In view of the losses, transfer to General Reserve is not applicable.

DIVIDEND

In view of the loss incurred the Board does not recommend any dividend for the financial year ended 31st March 2015.

DIRECTORS

Mr Meleveettil Padmanabhan (DIN: 00101997) retires by rotation at the ensuing Annual General Meeting and being eligible, he offers himself for re-election.

During the year, Mrs Kamakshi Shankararaman (DIN: 00215869) was appointed as an Additional Director pursuant to the provisions of Section 161 read with Section 149 of the Companies Act, 2013 and she holds office upto the date of the ensuing Annual General Meeting. The Board recommends the appointment of Mrs Kamakshi Shankararaman as an Independent Director not liable to retire by rotation for a period of five (5) consecutive years from the date of the ensuing AGM. The said Independent Director fulfills the conditions specified in the Companies Act, 2013 and the Rules made thereunder.

The Company has received the requisite consent and declarations from the above director. The Company has also received a notice in writing from a member along with requisite deposit as required under Section 160 of the Companies Act, 2013 proposing the candidature of Mrs Kamakshi Shankararaman for the office of Director of the Company.

Brief resume of the Director, nature of expertise and names of Companies in which she holds directorship and membership / chairmanship in Board / Committees as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Annexure to the Notice convening the Annual General Meeting.

BOARD MEETINGS

The Board met 5 times during the financial year, the details of which are given in the Corporate Governance Report.

STATUTORY AUDITORS

Messrs. Gopikumar Associates (Firm Registration No.000981S), Chartered Accountants, Chennai were appointed as the statutory auditors of the company at the AGM held on 30.9.2014 for a period of 3 years till the conclusion of 23rd Annual General Meeting subject to ratification by the members every year. The Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for the continuation of their term.

The Notes on Financial Statements referred to in the Auditors' Report are self explanatory and do not call for any further comments. The Auditors' Report on the financial statements of the company for the year under review does not contain any qualification, reservation or adverse remark.

SUSIDIARIES

The erstwhile wholly owned overseas subsidiaries of the Company were either liquidated or under liquidation with appropriate statutory authorities in respective countries.

HUMAN RESOURCES

In the current scenario of the company human resources have been kept at minimum which does not warrant an elaborate policy on HR. However, HR issues are carefully addressed on need basis from time to time. The total number of employees on roll as on 31st March 2015 was six.

AUDIT COMMITTEE

Audit Committee was reconstituted and its roles and powers were redefined as required under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Committee consists of majority of Independent Directors as its members. During the year, Audit Committee met five times, the details of which are given in the Corporate Governance Report.

OTHER COMMITTEES

The details of Nomination and Remuneration Committee, Shareholders / Investors Grievance Committee (Stakeholders Relationship Committee) and Risk Management Committee are given in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from all Independent Directors confirming that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

REMUNERATION POLICY

The Company follows the policy on remuneration of Directors and Senior Management Personnel as approved by the Nomination and Remuneration Committee and the Board taking into account various parameters viz. company's performance, professional skill and expertise of the Directors, performance as individual and also as a member of the group like board and / or Committees.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan (secured or unsecured) and has not given any guarantee or provided any security to any person.

RISK MANAGEMENT

The Company is aware that risks are part and parcel of any business and need to be carefully and effectively addressed to achieve business objectives and growth. For this purpose, the Company has constituted a Risk Management Committee and framed a Risk Management policy. The details of the Committee are set out in the Corporate Governance Report forming part of this Report. All the risks associated have been reviewed by the Audit Committee and the Board in their meetings. The policy was framed to identify risks, encourage appropriate level of risk tolerance, analyse risks on agreed parameters, assign responsibility at various levels and devise methods to mitigate risks. The frame work will be suitably amended from time to time considering the pros and cons.

RELATED PARTY TRANSACTIONS

As per the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges, the Company has formulated a Policy for dealing with Related Parties. Related Party transactions during the year have been disclosed in the accounts. None of the transactions with related parties were in conflict with the interest of the Company (Refer Annexure 1).

FORMAL ANNUAL EVALUATION

In terms of Section 134(3)(p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board reviewed and evaluated its own performance and of various Committees taking into account various parameters viz. Company's performance, professional skill and expertise of the Directors, performance as individual and also as a member of the group like Board and / or various Committees. The performance evaluation of the Independent Directors were carried out by the entire Board. The performance evaluation of the Chairman and Non Independent Directors were carried out by the Independent Directors.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company has established a Whistle Blower Policy for Directors / Employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct. The policy ensures right for employees to report their concern / grievance to the Chairman or Audit Committee and provides adequate protection from any victimisation.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an effective internal financial control procedure commensurate with the size of the company and nature of its business. Internal control includes framing policies, guidelines and procedures, complying with various applicable laws, preparing and monitoring budgets, following applicable accounting standards and maintaining proper accounting records. Further, the internal financial controls are verified and certified by an independent Internal Audit Firm. The Audit Committee and the Board directly oversee the functions.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

CSR Policy is not applicable to the Company.

INTERNAL AUDITORS

M/s Srikaanth and Co., Chartered Accountants, Chennai were appointed as the Internal Auditors of the Company to undertake the Internal Audit of the Company for the financial year 2014-15.

SECRETARIAL AUDITOR

Mr B. Prabhakar, Practicing Company Secretary, Chennai was appointed as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed to and forms part of this report (Refer Annexure 2).

COST AUDIT

Cost Audit is not applicable to the Company.

PREVENTION OF SEXUAL HARASSMENT

The Company follows the requirements of Anti-Sexual Harassment Policy at work place as required under Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal Act, 2013 and Rules made thereunder].

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year as on 31st March 2015 and the date of this report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, there were no significant and material orders passed by the regulators or Courts or Tribunals.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sub Section (3)(c) and Sub Section (5) of Section 134 of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 / loss of the company for that period;

c) 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;

d) the Directors had prepared the annual accounts on a going concern basis;

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

(f) 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is annexed to and forms part of the Annual Report.

CORPORATE GOVERNANCE REPORTS

The report on Corporate Governance as required under Clause 49 of the Listing Agreement and a Compliance Certificate from the Statutory Auditors are annexed to and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

With regard to requirements relating to conservation of energy, technology absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has nothing specific to report.

PARTICULARS OF EMPLOYEES

There are no employees who are covered under Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.

The details of remuneration during the year 2014-15 as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 are attached and forms part of this report (Refer Annexure 3).

EXTRACTS OF ANNUAL RETURN

The extract of the Annual Return in the prescribed form MGT 9 is annexed to and forms part of this report (Refer Annexure 4).

ACKNOWLEDGEMENT

The Board records its appreciation for the continued support and co- operation received from all its associates - the shareholders, customers, suppliers, banks and Government Departments and the employees.

By order of the Board

Place : Chennai Shankarraman Vaidyanathan

Date :12.08.2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Financial Statements for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

(Rs. In lacs) For the For the Particulars year ended year ended 31.03.2014 31.03.2013

Total income 1034.96 1235.60

Expenditure 806.92 1118.75

Interest 1628.70 1486.01

Depreciation & Exceptional Items (679.75) 166.66

Profit/(Loss) before tax (720.91) (1535.82)

Tax Expenses (for earlier years) (396.32) 84.80

Profit/Loss after tax (324.59) (1535.82)

Balance brought forward from previous year (17772.65) (16234.26)

Balance carried over (18097.24) (17772.65)

REVIEW OF OPERATIONS AND OUTLOOK

The Company is yet to show signs of progress and the financial constraints still continue. The Company makes all possible efforts to come out of the crisis but signs of revival is not encouraging. The Company is negotiating with the bankers for a compromise one time settlement of the loan outstanding. During the year, the Registered Office of the Company has been shifted.

FIXED DEPOSITS

The Company had not accepted any fixed deposits during the year.

DIVIDEND

In view of the loss incurred the Board does not recommend any dividend for the financial year ended 31st March 2014.

DIRECTORS

The Board recommends the appointment of Mr R Kalyanaraman and Mr G Venkatarajulu as Independent Directors each for a period of five (5) consecutive years from the date of the ensuing AGM. The said Independent Directors fulfill the conditions specified in the Companies Act, 2013 and the rules made thereunder. The Company has received the requisite consents under Section 152(5) and declarations under Section 149(6) of the Companies Act, 2013 from the above directors. The Company has also received notices in writing from members along with requisite deposit as required under Section 160 of the Companies Act 2013 proposing the candidatures of Mr G Venkatarajulu and Mr R Kalyanaraman for the offices of Directors of the company. In the opinion of the Board, Mr G Venkatarajulu and Mr R Kalyanaraman fulfill the conditions for appointment as Independent Directors as specified in the act and the Listing Agreement and their continued association would be of immense benefit to the company.

Brief resume of Directors, nature of expertise and names of Companies in which they hold directorship and membership/ chairmanship in Board / Committees as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Annexure to the Notice convening the Annual General Meeting.

Mr V Sriraman was reappointed as a Wholetime Director for a period of three (3) years with effect from 18th May 2014 on the terms specified in the AGM Notice and as per the provisions of the Act.

Mr Shankarraman Vaidyanathan and Mr Meleveettil Padmanabhan shall be the Non executive and non independent Directors of the Company.

AUDITORS

Messrs. Gopikumar Associates (Firm Registration No.000981S), Chartered Accountants, Chennai have completed more than 10 years as auditors of the company. However, the Companies Act, 2013 provides a transition period of three years from the date of commencement of the act to comply with the requirement of rotation of auditors. Messrs. Gopikumar Associates being eligible for appointment, have furnished their consent to act as the Statutory Auditors of the Company in terms of the Second proviso to section 139 and a certificate to the effect that the appointment if made shall be in accordance with the conditions laid down and that they satisfy the criteria provided under Section 141 of the Companies Act, 2013. The Board recommends that the present auditors M/s. Gopikumar Associates, shall be appointed as the auditors for a period of three consecutive years until the conclusion of the 23rd Annual General Meeting, subject to ratification of the appointment by the members at every AGM.

HUMAN RESOURCES

Keeping in mind the on-going projects and the current financial position of the Company, HR issues are carefully addressed.

CORPORATE GOVERNANCE REPORTS

The Report on Corporate Governance along with a compliance certificate from the Statutory Auditors as required by the Listing Agreement with Stock Exchanges are annexed and forms part of this report. The Wholetime Director and Head of Finance have submitted a certificate to the Board regarding financial statements and other matters as required under Clause 49(V) of the Listing Agreement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) are annexed to and form part of this report.

AUDITORS REPORT

Item No 7: The Company has an effective internal control procedure commensurate with the size of the company and nature of its business. The Audit Committee and the Board directly oversee the function. However, due to critical financial position of the company and the volume of transactions being not many, the Board is of the opinion that engaging the services of an external agency for internal audit purposes is not justified.

Opinion (Refer Page 16): The goodwill is not amortised because liquidation of subsidiaries is not legally completed yet.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 of the company for that period;

c) 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;

d) the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Board records its appreciation for the continued support and co- operation received from all its associates - the shareholders, customers, suppliers, banks and Government Departments. The Directors also place their special appreciation to all the employees.

By order of the Board Place : Chennai Shankarraman Vaidyanathan Date :20.08.2014 Chairman

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Mar 31, 2013

The Directors have pleasure in presenting the Nineteenth Annual Report together with the Audited Financial Statements for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

For the For the Particulars year ended year ended 31.03.2013 31.03.2012

Total income 1235.60 1295.37

Expenditure 1118.75 3405.78

Interest 1486.01 1423.24

Depreciation & Exceptional Items 166.66 315.36

Profit / (Loss) before tax (1535.82) (3849.01)

Tax Expenses (for earlier years) 2.57 84.80

Profit / Loss after tax (1538.39) (3933.81)

Balance brought forward from previous year (16234.26) (12300.45)

Balance carried over (17772.65) (16234.26)

REVIEW OF OPERATIONS AND OUTLOOK

OPERATIONS

The Company is yet show signs of progress. The financial constraints still continue. The Subsidiaries are closed. Constraints on working capital hampers operations.

OUTLOOK

The Company still makes all possible efforts to come out of the crisis. Cost reductions and shelving of expansions continue. The Company hopes to improve the situation in the near future.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 your Directors provide the audited Consolidated Financial Statements in the Annual Report.

FIXED DEPOSITS

The Company had not accepted any fixed deposits during the year.

DIVIDEND

In view of the loss incurred the Board does not recommend any dividend for the financial year ended 31st March 2013.

DIRECTORS

Mr R Kalyanaraman, Director will retire by rotation at the ensuing Annual General Meeting and being eligible he offers himself for re- election. Brief resume of Director, nature of expertise and names of Companies in which he holds directorship and membership/ chairmanship in Board/Committees as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Annexure to the Notice convening the Annual General Meeting.

AUDITORS

The Board recommends the reappointment of M/s. Gopikumar Associates, Chartered Accountants, Chennai, the retiring Auditors of the Company who being eligible offer themselves for re-appointment.

SUBSIDIARIES

Quintegra Solutions (M) Sdn. Bhd, Malaysia

The subsidiary made an application for striking off its name with the appropriate authorities of Malaysia.

HUMAN RESOURCES

Keeping in mind the on-going projects and the current financial position of the Company, HR issues are carefully addressed without compromising on quality, delivery and employee morale.

EMPLOYEES STOCK OPTION SCHEME

Since all the unexercised options granted under Employees Stock Option Scheme - 2006 have since been lapsed, the disclosure as required under Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

CORPORATE GOVERNANCE REPORTS

The Report on Corporate Governance along with a compliance certificate from the Auditors and a declaration affirming the compliance of Code of Conduct are annexed as required by the Listing Agreement with Stock Exchanges.

CEO/CFO CERTIFICATION

The Wholetime Director and Finance In-charge have submitted a certificate to the Board regarding financial statements and other matters as required under Clause 49(V) of the Listing Agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 of the company for that period;

c) 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;

d) the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) are annexed to and form part of this report.

EXPLANATION TO THE QUALIFIED OPINION IN THE

AUDITORS REPORT

The goodwill arisen on various amalgamations are not amortised for the year because the subsidiaries acquired were only in the process of liquidation and the liquidation was not legally completed.

ACKNOWLEDGEMENT

The Board records its appreciation for the continued support and co-operation received from all its associates - the shareholders, customers, suppliers, banks and Government Departments. The Directors also place their special appreciation to all the employees.

By order of the Board

Place : Chennai Shankarraman Vaidyanathan

Date :27.08.2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report together with the Audited Financial Statements for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

(Rs. In lacs) For the For the Particulars year ended year ended 31.03.2012 31.03.2011

Total income 1295.37 1708.93

Expenditure 3405.78 3472.77

Interest 1423.24 1241.15

Depreciation & Exceptional Items 315.36 7882.73

Profit / (Loss) before tax (3849.01) (10887.71)

Tax Expense (for earlier years) 84.80 -

Profit /(Loss) after tax (3933.81) (10887.71) Balance brought forward from

previous year (12300.45) (1412.73)

Balance carried over (16234.26) (12300.44)

REVIEW OF OPERATIONS AND OUTLOOK OPERATIONS

The Company still has not recovered from the financial burden caused over previous years. The Subsidiaries are not showing progress. Adverse impact on the working of the Company continues due to shortage of working capital.

OUTLOOK

The Company continues to make all possible efforts to come out of the set back. Drastic reductions in overheads and postponement/ shelving of expansion programmes continue. The Company is still optimistic to cross over the tides.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 your Directors provide the audited Consolidated Financial Statements in the Annual Report.

FIXED DEPOSITS

The Company had not accepted any fixed deposits during the year.

DIVIDEND

In view of the loss incurred the Board does not recommend any dividend for the financial year ended 31st March 2012.

DIRECTORS

The tenure of Mr Shankarraman Vaidyanathan as Managing Director expired on 17.01.2012. Considering the difficult financial situation, the Board have not considered extending his tenure as Managing Director. However he will continue on the Board as the Chairman.

Mr Shankarraman Vaidyanathan, now being a non executive Director will retire by rotation at the ensuing Annual General Meeting and being eligible he offers himself for re-election Brief resume of Director, nature of expertise and names of Companies in which he holds directorship and membership/chairmanship in Board/Committees as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Annexure to the Notice convening the Annual General Meeting.

AUDITORS

The Board recommends the reappointment of M/s. Gopikumar Associates, Chartered Accountants, Chennai, the retiring Auditors of the Company who being eligible offer themselves for re- appointment.

SUBSIDIARIES

Quintegra Solutions (M) Sdn. Bhd, Malaysia

The subsidiary had posted a loss of RM 25,082 net profit of during the financial year as against the profit of RM 1,794 for the previous financial year.

Quintegra Solutions GmbH, Germany

The subsidiary is under liquidation as per German Laws.

During the year, other subsidiaries viz Quintegra Solutions Limited, UK, Quintegra Solutions Ireland Limited had been wound up.

PA Corporation, USA

Bankruptcy petition had been filed for this company. The United States Bankruptcy Court, Eastern District of Virginia had issued an order confirming the Plan of Reorganisation filed by the Official Committee of Unsecured Creditors.

HUMAN RESOURCES

HR is systematically addressing the needs of the Organization keeping in mind, the crrent industrial position, productivity, employee morale and quality assurance.

EMPLOYEES STOCK OPTION SCHEME

Neither the Company had granted nor the employees had exercised any options during the current financial year. Disclosure as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

CORPORATE GOVERNANCE REPORTS

The Report on Corporate Governance along with a compliance certificate from the Auditors and a declaration affirming the compliance of Code of Conduct are annexed as required by the Listing Agreement with Stock Exchanges.

CEO/CFO CERTIFICATION

The Wholetime Director and Finance In-charge have submitted a certificate to the Board regarding financial statements and other matters as required under Clause 49(V) of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 of the company for that period;

c) 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;

d) the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) are annexed to and form part of this report.

EXPLANATION TO THE REMARKS IN THE ANNEXURE TO AUDITORS REPORT

Item No. 1(b) and 7; The Company is conducting the physical verification of the assets periodically. Further as mentioned by the Auditors in their Note No. 4, the Company has an effective internal control procedure commensurate with its size and nature of business. Hence the Management is of the view that this is adeqate for the current size of business and operation.

ACKNOWLEDGEMENT

The Board records its appreciation for the continued support and co-operation received from all its associates - the shareholders, customers, suppliers, banks and Government Departments. Our special thanks to State Bank of India, our bankers for their continued support and encouragement by extending necessary credit facilities and thereby contributing to our growth. The Directors also place their special appreciation to all the employees.

By order of the Board

Place : Chennai Shankarraman Vaidyanathan

Date : 31.08.2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Financial Statements for the year ended 31 st March 2010.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

Particulars For the For the

year ended year ended

31.03.2010 31.03.2009

Total Income 3,739.04 7,751.04

Expenditure 3,495.93 7,549.06

Interest 1,188.92 1,543.60

Depreciation &

Exceptional Items 632.06 788.47

Profit/(Loss) before tax (1,577.87) (2,130.09)

Provision for tax 0.52 211.68

Profit after tax (1,578.39) (2,341.78)

Balance brought forward

from previous year 165.66 2,607.35

Available for appropriation - 265.57

General Reserve - 99.91

Balance carried forward (1,412.73) 165.66



REVIEW OF OPERATIONS AND OUTLOOK

OPERATIONS

The Company has not recovered from the burden of the heavy loss incurred by take over of some companies as briefed in the last Annual Report. Even though the recession is in the process of easing out during the year, the impact has not yet been felt by your company. The negative impact on business due to recession continues which is reflected in the revenues and loss for the year.

OUTLOOK

The Company puts in all out efforts to come out of the set backs and is optimistic to turn around the table in the years to come. The Company is continuously taking steps to reduce overheads, postpone/shelve expansion programmes. Your Company is optimistic that it will get over the difficult situation and show better results in the years to come.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 your Directors provide the audited Consolidated Financial Statements in the Annual Report.

FIXED DEPOSITS

The Company had not accepted any fixed deposits during the year.

DIVIDEND

In view of the loss incurred the Board does not recommend any dividend for the financial year ended 31 st March 2010.

DIRECTORS

During the year, Mr R Rengharajan, Director resigned from the Board. The Board places on record its grateful appreciation of the valuable services rendered by Mr R Rengharajan during his tenure of office as a Director.

Mr G Vekatarajulu, Director will retire by rotation at the ensuing Annual General Meeting and being eligible he offers himself for re-election.

Brief resume of Directors, nature of expertise and names of Companies in which they hold directorship and membership/chairmanship in Board/Committees as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Annexure to the Notice convening the Annual General Meeting.

« AUDITORS

The Board recommends the reappointment of M/s. Gopikumar Associates, Chartered Accountants, Chennai, the retiring Auditors of the Company who being eligible offer themselves for re-appointment.

SUBSIDIARIES

Quintegra Solutions Limited, UK

This subsidiary has incurred a loss of GBP 20,857 for the year ended 31 March 2010 as against the loss of GBP 18,685 for the previous year.

Quintegra Solutions (M) SDN BHD, Malaysia

The subsidiary had posted a loss of RM 376,206 during the financial year ended 31 March 2010 as against the profit of RM 22,400 for the previous financial year.

Quintegra Solutions GmbH, Germany

The subsidiary had posted a net loss of Euros 7,029 for the financial year ended 31 December 2009 as against the net loss of Euros 5,689 for the previous financial year.

Quintegra Solutions Ireland Limited

During the year, the subsidiary had incurred a loss of Euro 8,167 for the financial year ended 31 March 2010 as against the loss of Euro 1,750 for the previous year.

P A Corporation, USA

The Subsidiary had incurred a net loss of US$ 1,390,980 during the financial year ended 31 December 2009 as against a net loss of US$ 18,905 for the previous year.

HUMAN RESOURCES

The HR had planned and systematically put in place several effective systems that addressed the needs of the Organization during the global economic slowdown period. Individual employee productivity is measured on a continuous basis and is currently maintained at higher levels without compromising on employee morale or work quality. Adequate care is taken to ensure that each employee maintains a healthy work - life balance. Continuous training initiatives with focused attention to carter todays needs and also with an eye for future business trends are meticulously designed and executed.

EMPLOYEES STOCK OPTION SCHEME

Neither the Company had granted nor the employees had exercised any options during the current financial year. Disclosure as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

CORPORATE GOVERNANCE REPORTS

The Report on Corporate Governance along with a compliance certificate from the Auditors and a declaration affirming the compliance of Code of Conduct are annexed as required by the Listing Agreement with Stock Exchanges.

CEO/CFO CERTIFICATION

The Managing Director and Finance In-charge have submitted a certificate to the Board regarding financial statements and other matters as required under clause 49(V) of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 of the company for that period;

c) 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;

d) the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1 )(e) are annexed to and form part of this report.

PARTICULARS OF EMPLOYEES

There are no employees posted in India who are covered under Section 217(2A) read with Companies (Particulars of Employees) Rules 1975. However, the particulars of employees of the Company posted and working outside India are not reported pursuant to the Notification G.S.R. 212(E) dated 24 March 2004 issued by the Department of Company Affairs, Ministry of Finance, Government of India.

ACKNOWLEDGEMENT

The Board records its appreciation for the continued support and co-operation received from all its associates - the shareholders, customers, suppliers, banks and Government Departments. Our special thanks to State Bank of India, our bankers for their continued support and encouragement by extending necessary credit facilities and thereby contributing to our growth. The Directors also place their special appreciation to all the employees.

By order of the Board

Place ; Chennai Shankarraman Vaidyanathan

Date : 02.09.2010 Chairman & Managing Director