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Directors Report of Ram Info Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report of Raminfo Limited (the Company) together with the Audited accounts for the financial year ended 31st March 2015.

FINANCIAL RESULTS

The performance of your company for the year under review is summarized below:

(Rs. In thousands)

Particulars 31.03.2015 31.3.2014

Gross revenue and other income 129554 101364

Profit before interest, depreciation & Taxes 15811 11827

Interest 379 1151

Depreciation & Amortization 4970 3356

Exceptional item (Income) (1145) -

Profit before tax 11607 7320

Tax Expense adj

a) Current Tax 566 1395

b) Mat Credit (566) (1395)

Profit after Tax 11607 7320

OPERATIONS:

The Company has earned total income from sales and services of Rs.1295 Lakhs for the financial year 2014-15 under review as against Rs.1013 Lakhs in the previous year 2013-14 registering a growth of 28%. The operating profit (earnings before interest, tax, depreciation and other income) stood at Rs.158 Lakhs as against Rs.118 Lakhs for the previous year registering a growth of 33.68%.

DOMESTIC MARKET

Major contribution to the top line comes from operations and maintenance of e-governance projects in the states of Telangana and Karnataka. As the Governments thrust on e-governance projects for better citizenship services and mitigate problems in the public utility/ distribution systems the Company foresees major opportunities in the coming year as the Company has successfully, implemented and maintained various e-governance projects and the Company mainly focuses on the e-governance projects. The Company's past record in the development of e-governance software-systems, implementation and maintenance of e-governance projects would certainly add as an advantage to garner some crucial projects from the Governments.

The next prominent contribution to the growth of your company is banking services product. Your company has developed a product which can be implemented in single/multiple branch co-operative banks. The product is user friendly and complies with all statutory requirements. The product has made a good headway and the coming year shall be highly promising for this product, as deadline set by RBI for computerization of Co- operative banks is fast approaching. Though there is competition your company is aiming to maximize implementations.

Future outlook: Your Company has identified smart cities development projects, e-commerce services, street line LED lights installation in various states, cloud computing, mobile applications and health care applications as major areas of growth and accordingly entered into joint ventures. As most of the e-governance projects are contemplating work on mobile based services, the potential to unlock is very huge GPS applications, which are useful in Dial 100, 104 services are likely to add revenues to your company in coming years. Your company is foraying into defense sector and we are taking relevant steps to prove our strength.

EXPORT MARKET

Your Company has registered a robust growth in export revenue. We have achieved this revenue on rendering of consultancy services.

Future outlook: We have identified mobile testing and legacy applications as major areas of growth and started working towards generating revenues in coming years. As part of expansion we are likely to operate from South-East Asia, Middle East and US to explore the opportunities.

QUALITY:

Your company has been following strict quality management standards and constantly upgrading the processes. During the financial year your company has been appraised for Capable Maturity Model - level 3 (CMM I 3).

DIVIDEND:

The Board of directors does not recommend any dividend for the year as at 31st March 2015.

STATUTORY AUDITORS:

M/s. Vara Prasad & Associates, Chartered Accountants, were appointed as the statutory auditors of your company with the shareholders' approval in the Annual general Meeting of the company held on 10th September, 2014 to hold office until the conclusion of the ensuing Annual General Meeting and are eligible 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 2015-16, if re-appointed. The audit committee and the Board of Directors of the company recommend the appointment of M/s. Vara Prasad & Associates as Statutory Auditors of the Company for the financial year 2015-16.

The members are requested to reappoint Auditors for the current year and authorize the Board of Directors to fix their remuneration.

SECRETARIAL AUDITOR:

M/s.PS.Rao & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there-under. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure-B to the Board's report. The Board has appointed M/s.P.S.Rao & Associates, Practicing Company Secretaries, as secretarial auditors for the financial year 2015-16.

DIRECTORS:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, have appointed Ms. A.Harini as an Additional Director of the Company who holds office till the ensuing Annual General Meeting. The said appointment is being proposed for the ratification of shareholders at the ensuing annual general meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. PS.Raman, Director of the Company retires by rotation and being eligible, has offered himself for re-appointment.

All Independent Directors have submitted the declarations as required U/s. 149(7) of the Act confirming that they meet the criteria of independence.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year 2014-15, the provisions relating to Corporate Social Responsibility are not applicable to Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any, the details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.raminfo.com.

RISK MANAGEMENT:

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which form part of the Board Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

iii. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

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

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION:

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of each director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meeting of NRC also reviewed performance of the Chief Executive Officer and Managing Director on goals (quantitative and qualitative) set at the beginning of the year in April 2015. Ms. A.Harini, additional director, being appointed on 28th March, 2015, was excluded from the process of evaluation.

A separate meeting of the Independent Directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole performance of the non- independent directors and performance of the Board Chairman.

Some of the key criteria for performance evaluation are as follows -

Performance evaluation of Directors:

* Attendence at Board or Committeee meetings.

* Contribution at Board or Committee meetings.

* Guidance/Support to management outside Board or Committee meetings.

Performance evaluation of Board and Committees:

* Degree of fullfilment of key responsibilities.

* Board structure and composition.

* Establishment and delineation of responsibilities to Committees.

* Effectiveness of Board proceses, Information and functioning.

* Board culture and dynamics.

* Quality of relationship between Board and Management.

* Eficiency of Communication with external stakeholders.

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

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in Annexure-C to this Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-D to this report.

REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL/ EMPLOYEES:

Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure - E.

NOMINATION AND REMUENRATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178, Schedule IV of the Companies Act and Clause 49 of the Listing Agreement. It has been entrusted with the task to recommend a policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. Nomination and Remuneration Policy of the Company is enclosed herewith as Annexure -F.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is herewith annexed as Annexure-G to this report.

CORPORATE GOVERNANCE:

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2014-15 and a Certificate from the Practicing Company Secretatries of the Company are furnished which form part of this Annual Report.

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of Rs.5 lacs per month or Rs. 60 lacs per anum during the financial year hence, as such no details are furnished pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. As there are no subsidiary(ies), as such the Managing Director nor the Whole-time Director of the Company had not received any remuneration or commission.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial year and date of report.

Your Directors further state that during the year under review, there were no cases filed/registered pursuant to the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS:

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

For and on behalf of the board

(Sd/-) (Sd/-) Date : 14.08.2015 L.Srinath Reddy P S Raman Place : Hyderabad Managing Director Non-Executive Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report together with the Audited accounts for the financial year ended 31st March 2014.

FINANCIAL RESULTS:

The performance of your company for the year under review is summarized below:

(Rs. In thousands)

Particulars 31.03.2014 31.3.2013

Gross revenue and other income 101364 29994

Profit before interest, depreciation & Taxes 11827 5099

Interest 1151 917

Depreciation & Amortization 3356 2978

Exceptional item (Provision for diminution of investment in subsidiary) - 853

Profit before tax 7320 351

Tax Expense adj

a) Current Tax 1395 -

b) Mat Credit (1395) -

Profit after Tax 7320 351

OPERATIONS:

Due to the initiatives of new management the Company has achieved gross revenues over Rs.10 Crores and also profit before tax Rs.73 Lacs. During the year under review the Company under the new management has implemented various initiatives to improve the operational activities and get new projects. Management is in the process of exploring various other avenues where the Company deploys its products/ services without much difficulty or capital out-lay. The efforts of the new management have started to pay and they are confident of sustaining this growth in years to come.

DOMESTIC MARKET :

The operations and maintenance of mee-seva (e-seva) in the twin cities of Hyderabad and Secunderabad has a major contribution to the growth. Apart from other contributions with mee-seva, majority of your Company revenue is from e-governance projects and the same shall help the company to pitch for similar projects with other governments with thrust on last mile delivery of all governmental activities, your Company has lot of opportunities to explore with the formation of new state from AP, we expect more opportunities as we have been providing them impeccable services. AP tourism ticket process is maintained by your company and we are likely to get the new state also.

The next prominent contribution to the growth of your company is banking services product. Your company has developed a product which can be implemented in single/multiple branch co-operative banks. The product is user friendly and complies with all statutory requirements. The product has made a good headway and the coming year shall be highly promising for this product, as deadline set by RBI for computerization of Co-operative banks is fast approaching. Through there is competition your company is aiming to maximize implementations.

Future outlook: Your Company has identified cloud computing, GPS, mobile applications and health care as major areas of growth and accordingly entered into joint ventures. As most of the e-governance projects are contemplating work on mobile based services, the potential to unlock is very huge GPS applications, which are useful in Dial 100, 104 services are likely to add revenues to your company in coming years. Your company is foraying into defense sector and we are taking relevant steps to prove our strength.

EXPORT MARKET:

Your Company has registered a robust growth in export revenue. We have achieved this revenue on rendering consultancy services.

Future outlook: We have identified mobile testing and legacy applications as major areas of growth and started working towards generating revenues in coming years. As part of expansion we are likely to operate from South-East Asia, Middle East and US to explore the opportunities.

QUALITY:

Your company has been following strict quality management standards and constantly upgrading the processes. During the financial year your company has been Appraised at Maturity level 3 of the Capability Maturity Model Integration for development fersion 1.3 popularly termed as CMMi Level 3.

DIVIDEND:

The Board of directors does not recommend any dividend for the year as at 31st March 2014.

CHANGES IN CAPITAL STRUCTURE:

As you are aware the Company under went with capital restructure scheme with the approval of High Court of Andhra Pradesh. As per the scheme the existing equity capital has been written-off to the extent of 90% and loans to the extent of Rs.2,65,65,000 were converted into equity shares of Rs.10/- each at par and also 25,00,000 equity shares of Rs.10/- each at par on preferential basis were allotted.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SEC. 217(2AA):

Pursuant to the requirement under Section 217(2AA) of the Companies (amendment) Act, 2000, with respect to Directors Responsibility statement, it is hereby confirmed that:

a In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956 have been followed along with proper explanation relating to material departures;

b The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2014 and of the profit or loss of the company for that period; c The directors have 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; and

d The directors have prepared the annual accounts of the Company on a going concern basis.

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

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Sec. 217(1)(e) of the Act read with rule 2 of Companies (disclosure of particulars in the report of board of directors) Rules, 1988 are set out in Annexure-B to this Report

MANAGEMENT DISCUSSION & ANALYSIS:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India, is set out as Annexure-C and forms part of the Annual report.

REPORT ON CORPORATE GOVERNANCE:

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements as set out by SEBI. Your Directors re-affirm their commitment to these standards and a detailed report on Corporate Governance along with a certificate from statutory auditors on its compliance is given as an Annexure-D to this report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

CEO''S DECLARATION AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

Declaration as required under clause 49(I)(D)(ii) of the listing agreement with regard to compliance with the code of conduct of the company is set out as Annexure-E to this report.

PARTICULARS OF EMPLOYEES - PURSUANT TO SEC. 217(2A) OF THE COMPANIES ACT, 1956:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. There are no employees in the Company who is drawing the remuneration worth Rs. 5,00,000 per month or Rs. 60,00,000 per annum during the financial year .

STOCK EXCHANGE LISTING:

The Equity Shares of the company are listed on the BSE Limited. The listing fee for the year 2014-15 has been paid to the BSE. The Company has also paid custodial fee for the year 2014-15 to both the depositories'' viz. NSDL and CDSL on the basis of number of beneficial folios maintained by them as on 31st March 2014.

FIXED DEPOSITS:

Your company has not accepted / renewed any fixed deposits which fall under the category of deposits as per the provisions of Section 73 of the Companies Act, 2013 or under previous act, 1956 during the year 2013-2014.

AUDITORS'' & AUDITORS'' REPORT:

M/s. Vara Prasad & Associates, Chartered Accountants, were appointed as the statutory auditors of your company with the shareholders'' approval in the Annual general Meeting of the company held on 27th June 2013, to hold office until the conclusion of the ensuing Annual General Meeting and are eligible 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. Vara Prasad & Associates as Statutory Auditors of the Company for the financial year 2014-15.

The members are requested to reappoint Auditors for the current year and authorize the Board of Directors to fix their remuneration.

REPLY TO THE AUDITORS'' QUALIFICATIONS:

The company was having liquidity constrains during the financial year. Regarding updation of fixed assets registered the Company is in the porcess of verification of fixed assets to identify assets which are to be written off and to get reflects true value of assets. On complition the asset register would be updated.

Due to some liquidity crunch Company could not meet its liabilities on time. As the operations of the Company are very small in size, internal audit is being conducted internally by the Company.

Regarding statutory dues, the majority of the statutory dues have been paid by the year and the dues that are pending are proposed to be cleared in the current period.

RE-APPOINTMENT OF DIRECTORS BY ROTATION:

In accordance with the requirements of the Companies Act, 2013 and the Articles of Association, Mr. R. Jagadeeswara Rao is liable to retire by rotation and being eligible to offer himself for re- appointment.

For and on behalf of the board

Place: Hyderabad L Srinath Reddy P S Raman Date: 14-08-2014 Managing Director Non-Executive Director


Mar 31, 2013

Dear Shareholders,

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

FINANCIAL RESULTS:

The performance of your company for the year under review is summarized below: (Rs. In thousands)

Particulars 31.03.2013 31.03.2012 ''

Gross revenue and other income 29994 68287

Profit before interest, depreciation & Taxes 5099 (15599)

Interest 917 1403

Depreciation & Amortization 2978 1309

Exceptional item (Provision for diminution of investment in subsidiary) 853 -

Profit before tax 351 (18311)

Tax Expense adj - 1698

Profit after Tax 351 (20009)

The results for the financial year 2012-13 relates to the stand alone operations only. The US subsidiary did not have any operations during the year and an application was filed with the US authorities for dissolution. The operating revenue of the company for the year is Rs. 294.24 lacs against Rs274.99 lacs for the previous year. The net profit for the year achieved is Rs 3.51 lacs against the net loss of Rs.200.09 for the year ending 31st March, 2012.

DIVIDEND:

No dividend has been recommended for the year, in view of the net accumulated loss position as at 31st March 2013.

PERFORMANCE OF THE COMPANY:

Your company''s net operating revenue reported is at Rs 294.24 lacs for the year ended 31st March 2013 against Rs 274.99 lacs in the previous year. The domestic revenue grew by 13.3% over the previous year. The export revenue was ''nil'' against Rs 14 .41 lacs in the previous year.

SUBSIDIARY and BRANCH:

The investment in the US subsidiary was fully provided for in the financial year 2010-11 and subsequently written off in this financial year. The subsidiary was dissolved in 2012. The branch operations at Connecticut, USA also ceased effective 1st April 2012. These steps were undertaken as part of the comprehensive restructure plan implemented by your company.

DOMESTIC MARKET:

Your company''s domestic revenue is continuing to accrue out of the existing e governance projects in the states of AP and Karnataka. A significant achievement made by your company in this financial year is winning the contract for Mee seva (eseva) operations and maintenance, in the twin cities of Hyderabad and Secunderabad as a prime bidder in consortium with another technology company. The contract is for a period of three years beginning mid March 2013 with an average monthly revenue potential of above Rs 40 lacs. There were no new businesses that could be addressed on account of the financial restructure processes being carried out in that period. The banking product development team was revamped and the product up gradation exercise was resumed.

COMPREHENSIVE CAPITAL/ FINANCIAL RESTRUCTURE PLAN:

An Extra ordinary General Meeting was held on 18th of October 2012 as per the Hon''ble AP High Court''s directive and the shareholders'' approval obtained for the ''comprehensive restructure'' scheme. The final approval was given by the Hon''ble High Court on and on 21st January 2013 and which was filed with the Registrar of Companies on 25th February 2013 which is the effective date of scheme. The effective implementation of the scheme has reduced and consolidated to 1124140 no. of shares of Rs. 10/- each

The allotment of 51,56,500 shares of Rs 10 each was approved in the board meeting dt 24th April 2013, and the listing application filed with Bombay Stock Exchange in May2013, is awaiting for approval. The Board in their meeting held on 24th April, 2013 has alloted 2656500 shares to its unsecured lenders and 2500000 equity shares on preferential basis pursuant to the seheme of arrangement,

The Company has filed the listing application with the Bombay Stock Exchange in May 2013 which is awaiting for the approval.

QUALITY:

Your company has been following strict quality management standards and constantly upgrading the processes in the ISO 9000 and the ISO 27001 standards. During the financial year your company has been appraised for Capable Maturity Model - level 3 (CMMI 3).

PARTICULARS REQUIRED UNDER SECTION 212 OF THE COMPANIES ACT, 1956:

Your Company had one subsidiary (including step down subsidiaries) as on 31st March, 2012. As part of the ''restructure'' exercise, an application for dissolution was filed on 30th June 2012 in the US. There has been no activity or income from the subsidiary reportable for the financial year 2012-13. Accordingly, the annual report 2012-13 does not contain the financial statements of subsidiaries nor any statement containing particulars of the subsidiaries are attached to the annual report.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SEC. 217(2AA):

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility statement, it is hereby confirmed that:

In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956 have been followed along with proper explanation relating to material departures;

The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and of the profit or loss of the company for that period;

The directors have 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; and

The directors have prepared the annual accounts of the Company on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India, is set out as Annexure-B to and forms part of the Annual report.

REPORT ON CORPORATE GOVERNANCE:

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements as set out by SEBI. Your Directors re-affirm their commitment to these standards and a detailed report on Corporate Governance along with a certificate from statutory auditors on its compliance is given as an Annexure-C to this report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

PARTICULARS OF EMPLOYEES - PURSUANT TO SEC. 217(2A) OF THE COMPANIES ACT, 1956:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. There are no employees in the Company who is drawing the remuneration worth Rs. 5,00,000 per month or Rs. 60,00,000 per annum during the financial year .

STOCK EXCHANGE LISTING:

The Equity Shares of the company are listed on the BSE Limited. The listing fee for the year 2013-14 has been paid to the BSE Ltd. The Company has also paid custodial fee for the year 2013-14 to both the depositories'' viz. NSDL and CDSL on the basis of number of beneficial folios maintained by them as on 31st March 2013. It may be noted that there are no payments outstanding to the Stock Exchange.

FIXED DEPOSITS:

Your company has not accepted / renewed any fixed deposits under Section 58A of the Companies Act, 1956 during the year 2012-2013. AUDITORS'' & AUDITOR''S REPORT:

M/s. Vara Prasad & Associates, Chartered Accountants, were appointed as the statutory auditors of your company with the shareholders'' approval in the Annual general Meeting of the company held on 18th October 2012, to hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.. The company has obtained confirmation, under Section 224(1B) of the Companies Act, 1956, confirming their eligibility and willingness to accept the office of the Statutory Auditors for the financial year 2013-14, if re-appointed. The audit committee and the Board of Directors of the Company recommend the appointment of M/s. Vara Prasad & Associates as Statutory Auditors of the Company for the financial year 2013-14.

The members are requested to appoint Auditors for the current year and authorize the Board of Directors to fix their remuneration.

REPLY TO THE AUDITORS'' QUALIFICATIONS:

The company was having severe financial difficulties and during the financial year, had been fully engaged in completing the ''comprehensive capital and financial restructure scheme'' processes. Regularization regarding internal audit procedures and fixed assets register related issues are being undertaken currently.

Regarding statutory dues, with additional investment funds infused as part of the ''scheme'', the majority of the statutory dues have been paid by the year end. The dues that are pending are proposed to be cleared in the current period after re-assessing the values once the scheme processes are completed fully.

RE-APPOINTMENT OF DIRECTORS BY ROTATION:

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr. K. Visweswar Rao is liable to retire by rotation and eligible to offer himself for re- appointment.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the continued co-operation and support by the Banks, Government authorities, Business Partners, Customers and other Stakeholders and more importantly, more specifically to the contribution made by all the Executives, Staff members of the Company in the achievements of the Company during the year under review.

For and on behalf of the Board

Date: 30-05-2013 P.S.Raman

Place: Hyderabad Executive Chairman


Mar 31, 2010

The directors take pleasure in presenting the Sixteenth Annual Report of the company and the Audited accounts for the financial year ended 31st March 2010 together with Auditors Report thereon.

FINANCIAL RESULTS

The performance of your company for the year under review is summarized

below:

(Rs. In thousands)

Particulars (stand alone) 2009-10 2008-09

Gross revenue & other income 61382 90455

Profit before interest,

depreciations taxes (153059) 16047

Interest 2997 2826

Depreciation & amortization 5664 7035

Profit before tax (161720) 6186

Profit after tax (161720) 429



On a consolidated basis (including US subsidiarys results), your Company achieved revenue of Rs. 742.65 lacs and net loss of Rs. 1641.79 lacs for the year ended 31st March 2010 as compared to revenue of Rs. 1137.15 lacs and PAT of Rs. 2.53 lacs for the previous year. This is mainly due to a substantial amounts of bad debts and balances written off to the tune of Rs 1688.21 in the AY 2009-10.

DIVIDEND:

No dividend has been recommended for the year, in view of the net accumulated loss position as at 31" March 2010.

PERFORMANCE OF THE COMPANY:

Your companys gross revenue declined to Rs. 613.82 lacs on a stand alone basis for the year ended 31st March 2010 compared to Rs. 904.55 lacs in the previous year. The consolidated revenue for the year-end stood at Rs. 744.09 lacs against Rs. 1138.42 lacs in the previous year. The domestic software revenue dropped by 28% while the exports revenue dropped by 53%. The net loss for the year was at Rs. 1617.20 lacs (Stand alone) and consolidated loss was at Rs. 1641.79 lacs.

US SUBSIDIARY:

Aravali Technologies Inc., your companys US subsidiary, registered revenues of US $ 0.29 million for the year ended 31st March 2010 against US $ 0.46 million for the previous year. There is a net loss of US $ 54293 for the current year against a net loss of US $ 40246 in the previous year. As a small sized consulting company, the subsidiary suffered reduction in revenue with recessionary tendencies continuing to have severe impact in its sustenance as well as in growth. There was a vast reduction in the number of billable consultants due to decline in the number of new clients as well as orders. The Company expects the recessionary tendencies to continue. It is felt that sizeable funds are required for enhancement of billable resources and for marketing initiatives if recovery visible has to be taken advantage of in the coming years. Your Companys revenue and margins are expected to be under further pressure during the year 2010-11 also.

EXPORTS:

On a consolidated basis, the total exports revenue achieved amounted to Rs 130.27 lacs which is primarily the consulting revenue of the US subsidiary. There was no offshore billing by the parent company for the year.

DOMESTIC MARKET:

Your company continued to deliver solutions for the egovernance projects more effectively as a result of which the extension of Bangalore One project was approved of for a term of five years. The volume of transactions touched ten lacs. The number of centres that are operational is currently sixty including forty mini centres. In the Karnataka One project, eight more districts were added for providing citizen services in the district level. Increase in revenue will be visible from the second quarter of FY 2010-11.

Your company won the bid in the renewal tender of the AP district eseva project, in consortium with HCL Infosystems Ltd as technology partner for fourteen districts in AR The software service and support for the balance seven districts will be provided by your company, to another vendor who has won the bid for that region. A letter of intent has been received by your company for implementing solutions through 639 Common Service Centres (CSCs) covering four districts, in consortium with a Hyderabad based IT company.

A contract for implementation of integrated egovernance system for the New Mumbai Municipal Corporation (NMMC) was awarded to your company in consortium with a Hyderabad based technology company. The deliverables by your company cover development of specific modules for the project with a value of Rs 1.20 crores, including one year warranty.

PRODUCTS DIVISION: BANKING

Migration of e-smart banker product from Asp.net to Vb.net is completed. This will enhance the security features of the product and enable additional delivery channel possibilities like SMS banking, Mobile banking, etc. Two more orders for providing core banking solution to small cooperative banks were received during the year under review.

QUALITY:

Your company has been following strict quality management standards and constantly upgrading the processes in the ISO 9001 and the ISO 27001 standards adopted by the company.

PARTICULARS REQUIRED UNDER SECTION 2120FTHE COMPANIES ACT, 1956:

Pursuant to the provisions of Section 212 of the Companies Act, 1956, documents in respect of subsidiary viz. Balance Sheet, Profit & Loss account, Directors Report and Auditors Report are required to be attached to the Balance Sheet of the holding company. An application was made to the Government of India seeking partial exemption from the provisions of Sec. 212 of the Companies Act, 1956. The Government of India, Ministry of Corporate Affairs, vide its letter no. 47/622/2010-CL-III dt. 01.07.2010, has granted exemption from the provisions of Section 212(1) of the Companies Act, 1956. Accordingly the Annual Report does not contain the full financial statements of its subsidiary M/s. Aravali Technologies Inc., US. A statement under sec. 212(8) containing aggregate information as directed by the approval, has been annexed. The Company will make available the audited annual accounts and related detailed information to the investors upon request at any point of time. These documents are also available for inspection at the registered office of the Company during business hours.

Statement pursuant to Section 212( 1) (e) of the Companies Act, 1956 in respect of the wholly owned subsidiary is annexed.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SEC. 217(2AA):

The directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 or loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Sec. 217(1) (e) of the Act read with rule 2 of Companies (disclosure of particulars in the report of board of directors) Rules, 1988 are set out in Annexure-A to this Report.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to clause 49 of the listing agreement, a report on Management Discussion and Analysis for the year under review is set out as Annexure-B to and forms part of this report.

REPORT ON CORPORATE GOVERNANCE:

The Securities and Exchange Board of India (SEBI), has prescribed certain corporate governance standards vide clause 49 of the listing agreement. Your Directors re-affirm their commitment to these standards and adetailed report on Corporate Governance along with a certificate from statutory auditors on its compliance is given as an Annexure-C to this report.

CEOS DECLARATION AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

Declaration as required under clause 49(l)(D)(ii) of the listing agreement with regard to compliance with the code of conduct of the company is set out as Annexure-D to this report.

PARTICULARS OF EMPLOYEES - PURSUANTTO SEC. 217{2A) OF THE COMPANIES ACT, 1956:

There are no employees in India whose remuneration during the year is Rs. 2,00,000 per month or Rs. 24,00,000 per annum as per the provisions of Section. 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975.

STOCK EXCHANGE LISTING:

The Equity Shares of the company are listed on the Bombay Stock Exchange Limited. The listing fee for the year 2010-11 has been paid to the Bombay Stock Exchange Ltd. The Company has also paid custodial fee for the year 2010-11 to both the depositories viz. NSDL and CDSL on the basis of number of beneficial folios maintained by them as on 31st March 2010. FIXED DEPOSITS:

Your company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as of the balance sheet for the year ended 31st March 2010.

AUDITORS:

The auditors M/s S.S. Kothari & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting of the company, are eligible for reappointment till the conclusion of the next Annual General Meeting. The company has obtained their willingness for-reappointment and a certificate under sec. 224(1 B) of the Companies Act, 1956.

CHANGES IN DIRECTORS AND IN KEY OFFICIALS:

In accordance with the Articles of Association and pursuant to the provisions of Companies Act 1956, Mr. RS. Venkateswaran and Dr. Khushwant Singh retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

A brief resume of the above directors with the nature of expertise in specific functional areas, details of .other directorships and memberships on committees of board as required under Clause 49 of the listing agreement are given at appropriate section in the Report on Corporate Governance attached to this report.

During the year Mr P R Balasubramanian who was an independent director and Mr. Kumar Raja, promotor & Non-Executive Director resigned. Ms. Shraddha Mishra has been appointed as Company Secretary in place of Mr. Shailesh Baheti.

REPLY TO THE AUDITORS QUAUFICATIONS: .

The Auditors, in point no. ix(a) and xi of the Annexure to their report have stated that the company is not regular in depositing the Provident fund, Employees State Insurance, Income tax and Service tax dues and also that the company has defaulted in repayment of dues to the bank.

Your Directors would like to submit that the reasons for the above are that the company continued to face severe liquidity pressure since 2008 on account of large over due receivables and also due to severe economic downturn affecting business. Part payment of Rs. 60 lacs were made towards PF & TDS and Rs. 13.5 lacs towards bank loan subsequently and additional time has been sought for balance payment of arrears. As regards the bank loans, an appeal has been made to the Debt Recovery Tribunal against their notice of possession of property under SARFAESI Act. The management is in discussion with investors for strategic alliance to mobilise larger resources for clearing the liabilities and for working capital.

ACKNOWLEDGEMENT:,

The Directors wish to place on record their appreciation for the continued co-operation and support by the banks, government authorities, business partners, customers and other stakeholders. Your Directors wish to place on record their sincere appreciation for the dedicated contribution made by all the executives, staff members of the company in the achievements of the company during the year under review.



For and on behalf of the board

Date: 30.07.2010 P.S. Raman

Place: Hyderabad Executive Chairman

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