Home  »  Company  »  Sankhya Info  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Sankhya Infotech Ltd.

Mar 31, 2016

Dear Members,

The Board of Directors hereby submits the report of the business and operations of the company along with the audited financial statements, for the financial year ended 31 March 2016. The Consolidated performance of the company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

The Company''s operating performance during the year ended 31 March 2016 is summarized below:

(Amount in Lakhs)

Particulars

Standalone figures for the year ended

Consolidated figures for the year ended

31-03-2016

31-03-2015

31-03-2016

31-03-2015

Revenue From Operations

15,293.78

18,197.55

15,293.78

18,197.55

Other Income

503.06

0.90

503.06

0.91

Total Revenue

15,796.84

18,198.45

15,796.84

18,198.46

Employee Benefit Expenses

8,322.95

10,652.43

8,323.16

10,652.43

Other Operating Expenses

1,210.67

1,020.49

1,212.28

1,021.21

Administrative Expenses

3,442.90

3,073.59

3,442.90

3,073.58

Finance Cost

490.47

476.51

490.47

476.51

Depreciation and Amortization Expense

530.03

510.75

530.03

510.75

Other Expenses

1,243.73

1,937.03

1,243.73

1,937.04

Total Expenses

15,240.75

17,670.80

15,242.57

17,671.52

Profit Before Exceptional and Extraordinary Items and Tax

556.09

527.65

554.27

526.93

Extraordinary Items

-

-

-

-

Profit Before Tax

556.09

527.65

554.27

526.93

Current Tax

119.10

112.55

118.72

112.41

Deferred Tax

(22.13)

178.34

(22.13)

178.34

Previous Years Tax Provision

62.00

90.00

62.00

90.00

Profit/(Loss) for the period

397.11

146.76

395.68

146.18

Basic and Diluted Earnings per Share (Rs.)

3.53

1.31

3.52

1.30

OPERATIONS

For the financial year ended March 31,2016asfollows:-

Standalone Financial Performance

- Standalone total Revenue for the current year was Rs. 15.796.84 Lacs.

- Profit before Exceptional and Extraordinary Items and Tax was Rs. 556.09 Lacs.

- Net Profit / (Loss) were Rs. 397.11 Lacs.

- The basic and diluted Earnings per Share (EPS) was Rs. 3.53 for the year.

Consolidated Financial Performance:

- Consolidated total Revenue for the current year was Rs. 15.796.84 Lacs.

- Profit before Exceptional and Extraordinary Items and Tax was Rs. 554.27 Lacs.

- Net Profit / (Loss) were Rs. 395.68 Lacs.

- The basic and diluted Earnings per Share (EPS) were Rs. 3.52 for the year.

The Company''s current year financial summary and highlights along with future outlook are mentioned in the

Management Discussion and Analysis Report annexed to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

SUBSIDIARY

As on 31 March 2016, the company has 3 Subsidiaries. During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company has been prepared which forms part of this Annual Report. Further, a statement containing salient features of financial statements of subsidiary along with the extent of holding therein are provided in the Form AOC 1 attached to the Accounts which covers the performance and financial position of the subsidiaries.

The financial position of the said Companies is also given in the Notes to Consolidated financial statements.

In accordance of the Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company are available on our website. These documents will also be available for inspection at the registered office of the Company during working hours. The Company will also make available a copy thereof to any member of the Company who may be interested in obtaining the same.

Particulars

Mahasena Info Technologies India Private Limited

Sankhya SARL, France

Sankhya US Corporation

Total Income

NIL

NIL

NIL

Total Expenses

0.20

0.21

1.41

Profit Before Tax

(0.20)

(0.21)

(1.41)

Current Tax

NIL

NIL

NIL

Deferred Tax

NIL

NIL

NIL

Previous Years Tax Provision

NIL

NIL

NIL

Profit/(Loss) for the period

(0.20)

(0.21)

(1.41)



CONSOLIDATED FINANCIAL STATEMENTS (CFS)

The Consolidated Financial Statements of your Company for the financial year 2015-16 are prepared in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued thereunder, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries, as approved by the respective Board of Directors.

DIVIDEND

The Board of Directors are confident that with their efforts to strive hard to maximize the shareholders returns, the company would be able to declare dividend in the near future.

TRANSFER TO RESERVE

The Directors propose to transfer a sum of Rs. 397.11 Lacs to General Reserve out of the profits earned by the Company at the standalone level.

AUTHORISED SHARE CAPITAL

The Authorized Share Capital of the Company stands at Rs. 15.00.00.000/- (Rupees Fifteen Crores Only) divided into 1.50.00.000 (One Crore Fifty Lacs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the Year, there has been no change in the Authorized Share Capital of the Company.

PAID UP SHARE CAPITAL

The Paid Up share Capital of the Company stands at Rs. 11,24,52,050/- (Rupees Eleven Crore Twenty Four Lacs Fifty Two thousand and Fifty Only) divided into 1,12,45,205 (One Crore Twelve Lacs Forty Five Thousand Two Hundred and Five) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

SHIFTING OF REGISTERED OFFICE

The Board of Directors of the company at its meeting held on 14 November 2015 has approved the shifting of Registered Office of the Company w.e.f 14 November 2015 from "H No. 1-13-30/ 76, B76, Dr. AS Rao Nagar, Hyderabad- 500062 Telangana" to, "Plot no: 8-2-686/DB/19, Mount View Enclave, Road No # 12, Banjara Hills, Hyderabad- 500 034."

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

DEPOSITS

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company''s internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company''s policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors''Report.

DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL

All the Independent Directors have given declarations under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and the Rules made there under and are independent of the management.

Based on the confirmations received, none of the Directors are disqualified for being appointed/re-appointed as directors in terms of Section 164 of the Companies Act, 2013.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Nalini Nadupalli, Director of the Company is liable to retire by rotation and is eligible for reappointment.

There have been no changes in Directors and Key Managerial Personnel during the year.

Further, Mr. Pudhota Partha Saradhi has been appointed as Additional (Independent Director) and Ms. Neha Pamnani as Company Secretary and Compliance Officer of the Company in the Board Meeting held on 28 May 2016.

GOVERNANCE GUIDELINES

The Company has adopted Governance Guidelines or code of conduct on Board, Independent Director, Key Managerial Personnel or senior managerial personnel. The Governance Guidelines or code of conduct cover aspects related to role of the Board diversity, definition of independence and duties of independent Directors, Code of Conduct, Moral, ethics and principles to be followed.

NOMINATION, REMUNERATION AND PERFORMANCE EVALUATION POLICY

The requisite details as required by Section 134(3), Section 178(3) 8i (4) of the Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report.

TRANSACTIONS WITH RELATED PARTIES

The requisite details as required by Section 134 & 188 of the Companies Act, 2013 and Regulation 23 & 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report.

BOARD AND COMMITTEE MEETINGS

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

Accordingly, pursuant to Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that 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 that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) 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 are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Provisions of Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 are not applicable to the Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action. In the Financial year 201516, the Company has not received any complaints which fall within the scope of this policy.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The requisite details as required by Section 177 of the Companies Act, 2013 and Regulation 22 & 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

AUDITORS

(1) Statutory Auditors:

M/s. Komandoor & Co, Chartered Accountants are the statutory auditors of the Company and hold office till the conclusion of the 19th Annual General Meeting (AGM). Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Members are requested to consider the ratification of appointment of Auditors for the balance term.

The Statutory Auditors of the Company has submitted Auditors'' Report on the Standalone and Consolidated Financial Statements for the year ended on 31 March 2016.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Ashish Kumar Gaggar to undertake the Secretarial Audit of the Company for the year ended 31 March 2016. The Secretarial Audit Report in the Form MR-3 is annexed as Annexure A.

The Secretarial Audit Report for the financial year ended 31 March 2016 contains the following qualification:

a) The Company did not have Chief Financial Officer and Company Secretary as required under Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Management''s Explanation to the above Auditors'' Qualifications:

Company is in the process of finding a suitable person for the appointment as Chief Financial Officer and shall be appointing soon.

Company was in the process of identifying a suitable person and accordingly has appointed Ms. Neha Pamnani as Company Secretary of the company with effective from 28 May 2016.

b) The Company did not appoint Internal Auditor as required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.

Management''s Explanation to the above Auditors'' Qualifications:

Company is in the process of finding a suitable person for the appointment as Internal Auditor and shall be appointing soon.

c) The Constitution of Board of Directors was not in accordance of Clause 49 of Listing Agreement / Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management''s Explanation to the above Auditors'' Qualifications:

The Company has reconstituted the Board with the appointment of Mr. Pudhota Partha Saradhi as an Independent Director. Now the constitution of the Board of Directors is in accordance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d) The Constitution of Nomination and Remuneration Committee was not in accordance of Clause 49 of Listing Agreement/ Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management''s Explanation to the above Auditors'' Qualifications:

The Company has reconstituted its Nomination and Remuneration Committee with the appointment of Mr. Pudhota Partha Saradhi as an Independent Director. Now the constitution of the Committee is in accordance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:

A. Conservation of energy

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilisation and maximum possibility of saving of energy.

B. Technology absorption

Your Company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed and adopted.

C. Foreign exchange earnings and outgo

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows:

(Rs. in Lac)

2015-16

2014-15

Foreign exchange earnings

15,220.24

17899.72

Foreign exchange outgo

13,220.45

15714.60

PARTICULARS OF REMUNERATION

Disclosure under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Employees employed throughout the year and in the aggregate were in receipt of remuneration of not less than Rs. 102 lakhs perannum:

None of the employee of the company, in the aggregate draws remuneration of more than Rs.102 Lakhs perannum.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT-9 is annexed as Annexure B.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report as required under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report and give detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.

The Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

A separate report on Corporate Governance and Management Discussion and Analysis Report is being presented as part of the Annual Report.

A declaration of Code of Conduct from Mr. Sridhar N., Chairman and Managing Director forms part of the Corporate Governance Report.

M/s Komandoor & Co. LLP, Chartered Accountants in practice has certified that the Company has complied with the conditions of Corporate Governance as stipulated in Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the Company with Stock Exchange.

CEO/CFO CERTIFICATION

Mr. Sridhar N., Chairman and Managing Director and Mr. Srinivas Nadupalli, Director of the Company have given a certificate to the Board as contemplated in Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RISK MANAGEMENT

All assets of the Company and other potential risks have been adequately insured.

EMPLOYEE RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full co-operation from the employees.

ACKNOWLEDGEMENTS

Your Directors wish to place on record the appreciation and gratitude for all the assistance and support received from Banks and officials of concerned government departments for their co-operation and continued support extended to the Company. The Board also places on record its deep appreciation for the dedication and commitment of the employees at all levels as their hard work, co-operation and support had enabled the Company to maintain its consistent growth. They also thank the Members for the confidence they have reposed in the Company and its management.

For and on behalf of the Board of Directors of

Sankhya Infotech Limited

Sridhar N

Date: 30th August 2016 Chairman & Managing Director

Place: Hyderabad DIN: 00089548


Mar 31, 2015

To the Members,

The Directors have pleasure in presenting before you the 18th Annual Report of the Company together with the Audited Statements of Accounts on standalone & consolidated basis for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

The performance during the period ended 31st March, 2015 has been as under:

(Amount in Lakhs)

Particulars 2014-15 2013-14

Income from Operations 18,197 13,881

Other Income 90 647

Total Income 18,198 14,528

Total Expenditure 16,683 13,153

Earnings before depreciation and tax 1,515 1,375

Depreciation 511 471

Interest 477 458

Profit Before tax 527 445

Provision for tax including 113 137

Other provisions 267 219

Profit after tax 147 90

Earnings Per Share 1.31 1

BUSINESS OPERATIONS:

The total revenue of the Company for the financial year under review on consolidated basis was Rs.18,198.46 Lakhs as against Rs.14,528.82 lakhs. The net profit was Rs.146.18 lakhs for the financial year as against the net profit of Rs. 88.81 lakhs for the previous year.

OUT LOOK:

Over the past three years, your company has been showing low profitability due to shifting of offshore jobs to onsite. The company experienced stress on margins in the past two years and due to the combined effect of low margins, lack of adequate working capital the company has experienced stress on margins.

Annual Report of FYE'14 mentioned of the company's efforts to bring the onsite jobs back to India. The company has the pleasure to share that it is now reversing the trend and positive impact on profitability can be seen from the first quarter of FYE'16.

Your company has an excellent order book and has renewed contracts with all the major customers. Your company projects that it would be able to return to good profitability and with steady growth.

DIVIDEND:

The Board of Directors are confident that with their efforts to strive hard to maximize the shareholders returns, the company would be able to declare dividend in the near future.

SUBSIDIARY COMPANIES

The Financial Details of the Subsidiary companies as well as the extent of holding therein are provided in a separate section of the Annual Report at Annexure 1:

Under section 212(8) of the Companies Act, 1956 the ministry of Corporate Affairs has exempted from attaching a copy of the Balance sheet, Profit and loss accounts and Notes thereof, Director's Report and Auditors Report of the subsidiary companies and other documents required to be attached under section 212(1) of the act to the balance sheet of the company, Accordingly the said documents are not attached with the Balance Sheet of the Company. The Annual Accounts of the subsidiary Companies are available for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the company or its subsidiaries interested in obtaining the same. However the data of the subsidiaries has been furnished along with the statement pursuant to section 212 of the Companies Act, 1956 forming part of the Annual Report. Further pursuant to Accounting Standard (AS)-21 issued by the Institute of Chartered Accountants of India, your company has presented the Consolidated Financial Statements which include financial information relating to its subsidiaries and forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of the Accounting Standards 21, issued by the institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditors' Report thereon forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis as required under clause 49(VIII)(D) of the Listing Agreement forms a part of this Report.

CORPORATE GOVERNANCE

A Separate section titled "Report on Corporate Governance" along with the Auditors' Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms a part of this report.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year, Ms. Nalini Nadupalli was appointed as an Additional Director. Now the Board proposes to appoint her as a Director of the Company.

Notice has been received from a Member proposing candidature of the Director namely Mr. Nadupalli Sridhar for the office of Director of the Company. In the opinion of the Board, she fulfils the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Director of the Company.

In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint a new additional director in the promoter category, as Director on the Board. A brief profile of the proposed Director, including nature of her expertise, is provided in the Annual Report.

Mr. N. Sridhar will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies act, 2013 and being eligible offers himself for re-appointment.

Details of re-appointment /appointment of the Directors:

Name of the Director Mr. N. Sridhar Ms. Nalini Nadupalli

Date of Appointment 21.07.1997 14.02.2015

Qualifications Msc. Computer Science MS

No. of Shares held in the Company 410852 50000

Directorships held in other companies (excluding foreign companies) NIL NIL

Positions held in mandatory committees of other companies NIL NIL

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from M r. ANAND CHERUKUPALLI and Mr. VENKATESWARA RAO KRISHNA MURTHY JUJHVARAPU, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and are annexed herewith.

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby 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 and 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; and

(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.

(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.

AUDITORS AND AUDITORS REPORT

Your Company has decided to appoint M/s. Komandoor & Co., Chartered accountants as statutory Auditors for the current Financial Year 2015-16. The Board of Directors records its deepest appreciation to M/S T.R. Chadha & Co for the excellent services they have rendered during the previous two years.

INTERNAL AUDIT:

The Company has adequate internal audit control mechanism at all levels of the organisation.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, Mr. K. Bhima Sankara Rao, Practicing Company Secretary has conducted Secretarial Audit of the Company for the FY 2014-15. The Secretarial Audit Report for the FY 2014-15 is annexed hereto and forms part of this Annual report.

The following observations has made by the Secretarial Auditor during his audit.

i. The Company has not been regular in depositing its undisputed statutory dues in respect of Provident Fund, Employee State Insurance, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities in India during the year.

ii. The Company has created provision for TDS but the same has not been remitting with the Income Tax Department. The company has been fulfilling its obligations irregularly due to cash flow issues and low working capital availability.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

Your Company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : Rs. 17899.72 Lacs

Foreign Exchange Outgo : Rs. 15714.60 Lacs

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec. 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The properties and assets of your Company are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees or investments made under section 186 of the companies Act, 2013 are given in the note to the financial statements.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

CORPORATE SOCIAL RESPONSIBILITY:

It is not applicable as it does meet the criteria mentioned as per the company's act 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE limited where the Company's Shares are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

- No. of complaints received : Nil

- No. of complaints disposed off : Nil

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL, Canara Bank, HDFC Bank etc. for their continued support for the growth of the Company.

By order of the Governing Board

For Sankhya Infotech Limited

Place : Hyderabad N.Sridhar

Date : 29.08.2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The directors are pleased to present the 17th Annual Report and Audited accounts for the financial year ending 2013-14. Focus in this financial year was to achieve improvement in margins. The key success has been that the company has started to bring back works from Onsite to offshore. This process will continue with an aim to bring over 60% of onsite jobs to offshore that would have a good impact on the margins. This year sales recorded 39% growth.

FINANCIAL HIGHLIGHTS 2013-14

(Rs. In Lakhs)

FINANCIAL HIGHLIGHTS 2013-14 2012-13

Income from Operations 13,881 10,571

Other Income 647 (53)

Total Income 14,528 10,518

Total Expenditure 13,153 9,348

Earnings before Depreciation, 1,375 1,170 Interest & Tax

Depreciation 471 480

Interest 458 401

Profit Before Tax 445 289

Provision for Tax including 137 6

Other Provisions 219 277

Profit after Tax 90 6

Earnings Per Share 1 0

BUSINESS OPERATIONS

The company has successfully completed the execution of the prestigious Mumbai Rail Vikas Corporation Simulation project. Dubbed as the most complex rail network in the world Sankhya successfully completed the simulation project for MRVC that would help the corporation prepare train schedules for improved productivity and efficiency of rail assets utilization. Won against stiff international competition this World Bank project has been completed in a record time.

The company has also won another prestigious contract from Delhi Metro Rail Corporation for Simulation of the rail track maintenance. The company is scheduled to complete the execution of this project within the time.

Your company has won the CBSE online education project that aims to provide online education to over 11.5 million students.

Management focus this year has been in improving margin, therefore the company focused on brining the onsite jobs back to offshore, and this process has been successfully started.

OUTLOOK

Your company has collaborated with Microsoft and ported its applications on Windows AZURE platform, the company has won its first customer for its online delivery model. This is a significant development and paves way for a tremendous growth in the future.

Your company has excellent order book that got better with the CBSE contract and the company aims to both achieve a target growth of above 20% and substantially improved margins.

Your Company aims to bring over 60% of the jobs from onsite to offshore. This would substantially improve the margins of the company.

SUBSIDIARY COMPANIES

The financial details of the subsidiary companies as well as the extent of holding therein are provided in a separate section of the Annual Report at Annexure 1:

Under section 212(8) of the Companies Act, 1956 the ministry of Corporate Affairs has exempted from attaching a copy of the Balance Sheet, Profit and loss accounts and Notes thereof, Director''s Report and Auditors Report of the subsidiary companies and other documents required to be attached under section 212(1) of the act to the balance sheet of the company. Accordingly the said documents are not attached with the Balance Sheet of the Company. The Annual Accounts of the subsidiary Companies are available for inspection by any member / investor and the Company will make available these documents / details upon request by any member of the Company or its subsidiaries interested in obtaining the same. However the data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further pursuant to Accounting Standard (AS)-21 issued by the Institute of Chartered Accountants of India, your company has presented the Consolidated Financial Statements which include financial information relating to its subsidiaries and forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of the Accounting Standards 21, issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditors'' Report thereon forms part of the Annual Report.

DEPOSITS

The Company has not accepted any Deposits from the Public during the year pursuant to Section 58A of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures from the same.

2. Directors have selected the appropriate Accounting Policies and applied consistently and have 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 31st March 2014, and of the profit of the Company for that period.

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

4. The Annual Accounts have been prepared on a going concern basis.

THE BOARD OF DIRECTORS

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchange, appointed Dr. J. Venkateswara Rao as Independent Director of the Company.

Mr. N Srinivas is retiring by rotation at the AGM and is offering himself for re-appointment.

AUDITORS

The Company''s auditors M/s. T.R. Chadha & Co., Chartered Accountants retire at the ensuing Annual General Meeting and expressed their willingness to continue as Auditors of the Company.

CONSERVATION OF ENERGY & ABSORPTION.

Your company''s operations are software oriented and not energy intensive. Adequate measures are taken to conserve energy wherever possible.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of clause 49 of the listing agreement, a report on Management Discussion & Analysis is enclosed as Annexure 2 to this report.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the stock exchanges, a separate report on Corporate Governance is enclosed as Annexure 3 forming part of the Annual Report

A certificate from a firm of Chartered Accountant in whole time practice confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this report as Annexure

4. CMD''s DECLARATION

Pursuant to the provision of clause 49 (I) (D) (ii) of the Listing Agreement, a declaration by the Chairman & Managing Director of the company declaring that all the members of the Board and the senior Management personnel of the company have affirmed compliance with the code of conduct of the company, is enclosed as Annexure 5 of this report.

PARTICULARS OF EMPLOYEES

"No Employee of the company was in receipt of remuneration during the financial year 2013-14 in excess of the sum prescribed under section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rule, 1975."

INDUSTRIAL RELATIONS

Your company enjoys cordial employee relations, marked by empowerment and delegation.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the unstinted support extended by the esteemed Customers, Bankers and Institutions.

Your Directors also are pleased to record their appreciation for the services rendered by the employees at all levels in bringing about a better performance.

Your directors express thanks to the Company''s Shareholders, and the Investors for their sustained confidence in the Management of the Company.

By Order of the Board N.Sridhar

Chairman & Managing Director

Place : Hyderabad Date : 14.08.2014


Mar 31, 2013

Dear Shareholders,

The directors are pleased to present 16th Annual Report and Audited accounts for the financial year ending 2012-13. The current year has seen a strong growth in terms of topline with 38% growth in sales, however, margins were stressed due to continued onsite costs, and write-off recommended by the auditors to a tune of Rs.2.77 crores.

(Rs. in Lakhs)

FINANCIAL HIGHLIGHTS 2012-13 2011-12

Income from Operations 10571.08 7654.03

Other Income -52.84 49.49

Total Income 10518.24 7703.52

Total Expenditure 9625.17 6895.27

Earnings before Depreciation, 893.07 808.25 Interest & ax

Depreciation 479.89 345.97

Interest 401.09 308.08

Profit Before Tax 12.09 154.2

Provision for Tax including (FBT) 2.30 30.85

Other Provisions 3.74 50.03

Profit after Tax 6.05 73.31

Earnings Per Share 0.05 0.65



BUSINESS OPERATIONS

Your company embarked on services sales as planned last year and the results have been good. The company has won a large World Bank contract against stiff international competition. The company has expanded its business in the banking industry by winning contracts from Union Bank and Andhra Bank. Today nearly, 52% of all bank employees of the country use your company''s online learning systems.

Your company has strengthened simulation business by adding non-defense customers, especially in the area of transportation, energy, manufacturing and medical simulation. Defense related business simulation has also expanded and the company has been able to add new customers in both overseas and domestic market.

OUTLOOK

Your company continues to serve major airframe manufacturers around the globe, and with the worst situations for airline industry ending the company foresees major expansion in this area.

Your company''s collaboration with IT majors such as IBM, Microsoft to expand its operations in BFSI and education sector is likely to add tremendous opportunity in the future.

PREFERENTIAL ALLOTMENT

The board during its meeting held on 11-02-2013 has approved to issue 14,75,400 shares on preferential basis to the promoters as per the rules and regulations under SEBI(DIP)guidelines.

Subsequently this issue has not been taken up for further process due to prevailing market conditions.

SUBSIDAIRY COMAPNIES

The financial details of the subsidiary companies as well as the extent of holding therein are provided in a separate section of the Annual Report at Annexure 1:

Under section 212(8) of the Companies Act, 1956 the ministry of Corporate Affairs has exempted from attaching a copy of the Balance Sheet, Profit and loss accounts and schedules thereof, Director''s Report and Auditors Report of the subsidiary companies and other documents required to be attached under section 212(1) of the act to the balance sheet of the company. Accordingly the said documents are not attached with the Balance Sheet of the Company. The Annual Accounts of the subsidiary Companies are available for inspection by any member / investor and the Company will make available these documents / details upon request by any member of the Company or its subsidiaries interested in obtaining the same. However the data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further pursuant to Accounting Standard (AS)-21 issued by the Institute of Chartered Accountants of India, your company has presented the Consolidated Financial Statements which include financial information relating to its subsidiaries and forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of the Accounting Standards 21, 23 & 27 issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditors'' Report thereon forms part of the Annual Report.

DEPOSITS

The Company has not accepted any Deposits from the Public during the year pursuant to Section 58A of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures from the same.

2. Directors have selected the appropriate Accounting Policies and applied consistently and have 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 31st March 2013, and of the profit of the Company for that period.

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

4. The Annual Accounts have been prepared on a going concern basis.

THE BOARD OF DIRECTORS

Mrs.Kavita Prasad is retiring by rotation at the AGM and is offering herself for re-appointment.

AUDITORS

Your company proposed to appoint M/s T.R. Chadha & Co., Chartered Accountants, for the current financial year. The board records its deepest appreciation to M/s.P.Murali & Co. for the excellent services they have rendered during the previous four years. As a prudent practice, the company has been rotating Auditors every 4 years. The same was done in the previous occasions also.

CONSERVATION OF ENERGY & ABSORPTION.

I. Conservation of energy your company''s operations are software oriented and not energy intensive. Adequate measures are taken to conserve energy wherever possible.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of clause 49 of the listing agreement, a report on Management Discussion & Analysis is enclosed as Annexure 2 to this report.

CMD''s DECLARATION

Pursuant to the provision of clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Chairman & Managing Director of the company declaring that all the members of the Board and the senior Management personnel of the company have affirmed compliance with the code of conduct of the company, is enclosed as Annexure 3 of this report.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the stock exchanges, a separate report on Corporate Governance is enclosed as Annexure 4 forming part of the Annual Report

A certificate from a firm of Chartered Accountant in whole time practice confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this report as Annexure 5.

PARTICULARS OF EMPLOYEES

"No Employee of the company was in receipt of remuneration during the financial year 2012-13 in excess of the sum prescribed under section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rule, 1975."

INDUSTRIAL RELATIONS

Your company enjoys cordial employee relations, marked by empowerment and delegation.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the unstinted support extended by the esteemed Customers, Bankers and Institutions.

Your Directors also are pleased to record their appreciation for the services rendered by the employees at all levels in bringing about a better performance. Your directors express thanks to the Company''s Shareholders, and the Investors for their sustained confidence in the Management of the Company.



By Order of the Board

Place: Hyderabad N Sridhar

Date : 29th May, 2013 Chairman & Managing Director


Mar 31, 2012

Dear Shareholders,

The directors are pleased to present 15th Annual Report and Audited accounts for the financial year ending 2011-12. We have continued our growth trajectory from past year. The top line growth has increased by 47.82% to reach Rs. 77.04 cr. as against the previous year''s sales of Rs. 52.12 cr.

FINANCIAL HIGHLIGHTS 2011-12 (Rs. in Lakhs)

FINANCIAL HIGHLIGHTS 2011-12 2010-11

Income from Operations 7654.03 5,211.56

Other Income 49.49 9.03

Total Income 7703.52 5,220.59

Total Expenditure 6895.27 3740.44

Earnings before Depreciation, Interest & Tax 808.25 1480.15

Depreciation 345.97 303.68

Interest 308.08 392.95

Profit Before Tax 154.2 783.53

Provision for Tax including (FBT) 30.85 156.16

Other Provisions 50.03 0.00

Prior Period Excess Income written back - 11.28

Profit after Tax 73.31 616.09

Earnings Per Share 0.65 7.25

BUSINESS OPERATIONS

Continuing its business operations with the existing customers your company this year has added new customers under its fold in India and around the world. The Indian IT companies were under pressure during the current year because of US & Euro zone crises. Notwithstanding the adverse situations your company was successful in not only retaining its customers during this time but also has added new domains with the existing customers.

Indian IT companies are predominately a service industry and therefore your company has also decided to enter into service domain in which the return of investment is always higher with minimum working capital requirement. Considering this your company has built a dedicated sales force in India stationed in various states like: Delhi, Gujarat, Maharashtra & Andhra Pradesh etc.

Your company is also in process of signing new JV agreements with corporate to enhance its business scalability and operations in new domains with existing expertise.

Your Company managed with great strain of not having Working Capital limits from Banks for 1.5 years. However since the company was able to obtain working Capital limits in Dec'' 2011, the company faced substantial financial strain and had to pay higher interest on unsecured loans which effected the profitability of the Company as well.

OUTLOOK

Contracts with several fortune 500 customers are renewed and order book position for the current year is close to Rs. 106 cr. The company is also consistently winning new customers. Further, efforts to restructure the business model and improve productivity would not only help win new business but also yield better financial results.

SUBSIDAIRY COMAPNIES

The financial details of the subsidiary companies as well as the extent of holding therein are provided in a separate section of the Annual Report at Annexure 1:

Under section 212(8) of the Companies Act, 1956 the ministry of Corporate Affairs has exempted from attaching a copy of the Balance Sheet, Profit and loss accounts and schedules thereof, Director''s Report and Auditors Report of the subsidiary companies and other documents required to be attached under section 212(1) of the act to the balance sheet of the company. Accordingly the said documents are not attached with the Balance Sheet of the Company. The Annual Accounts of the subsidiary Companies are available for inspection by any member / investor and the Company will make available these documents / details upon request by any member of the Company or its subsidiaries interested in obtaining the same. However the data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further pursuant to Accounting Standard (AS)-21 issued by the Institute of Chartered Accountants of India, your company has presented the Consolidated Financial Statements which include financial information relating to its subsidiaries and forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of the Accounting Standards 21, 23 & 27 issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditors'' Report thereon forms part of the Annual Report.

DEPOSITS

The Company has not accepted any Deposits from the Public during the year pursuant to Section 58a of the Companies Act, 1956. DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures from the same.

2. Directors have selected the appropriate Accounting Policies and applied consistently and have 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 31st March 2012, and of the profit of the Company for that period.

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

4. The Annual Accounts have been prepared on a going concern basis.

THE BOARD OF DIRECTORS

The company has proposed to appoint Mr.Satish Kulkarni as a director in place of Mr.Mahesh Bhandari. The board places on record his contribution for the progress and development of the company.

AUDITORS

The Company''s auditors M/s. P. Murali & Co., Chartered Accountants retire at the ensuing Annual General Meeting and expressed their willingness to continue as Auditors of the Company. CONSERVATION OF ENERGY & ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

I. Conservation of energy your company''s operations are software oriented and not energy intensive. Adequate measures are taken to conserve energy wherever possible.

II. Foreign exchange earnings and outgo

(Rs. in Lacs)

Year ended Particulars 31-Mar-12 31-Mar-11

Earnings 7433.33 4443.45

Expenditure 5995.42 2736.24

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of clause 49 of the listing agreement, a report on Management Discussion & Analysis is enclosed as Annexure 2 to this report.

CMD''s DECLARATION

Pursuant to the provision of clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Chairman & Managing Director of the company declaring that all the members of the Board and the senior Management personnel of the company have affirmed compliance with the code of conduct of the company, is enclosed as Annexure 3 of this report.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the stock exchanges, a separate report on Corporate Governance is enclosed as Annexure 4 forming part of the Annual Report

A certificate from a firm of Chartered Accountant in whole time practice confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this report as Annexure 5.

PARTICULARS OF EMPLOYEES

"No Employee of the company was in receipt of remuneration during the financial year 2011-12 in excess of the sum prescribed under section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rule, 1975."

INDUSTRIAL RELATIONS

Your company enjoys cordial employee relations, marked by empowerment and delegation.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the unstinted support extended by the esteemed Customers, Bankers and Institutions.

Your Directors also are pleased to record their appreciation for the services rendered by the employees at all levels in bringing about a better performance.

Your directors express thanks to the Company''s Shareholders, and the Investors for their sustained confidence in the Management of the Company.

By Order of the Board

Place: Hyderabad N Sridhar Date: 30th August 2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting this 13th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010. As members would have noticed the company has gone through challenging times during the past one year. While the global recession and its effect has been significant in itself, we also faced problem from the Income Tax case that had raised a demand of over Rs.7.09 Crores (Refer page 14 of Annual Report 2008-2009). The good news is that the company has won the appeal against this Income Tax order with no tax liability for the demand. The companys results for the year 2009-10 are as under:



FINANCIAL HIGHLIGHTS 2009-10 (Rs. in Lakhs)

FINANCIAL HIGHLIGHTS 2009-10 2008-09

Income from Operations 4077.95 4173.28

Other Income 2.90 14.39

Total Income 4080.86 4187.67

Total Expenditure 3204.44 3171.44

Earnings before Depreciation,

Interest & Tax 876.42 1016.23

Depreciation 248.16 274.89

Interest 208.40 168.06

Profit Before Tax 419.87 573.28

Provision for Tax (including FBT) 71.36 130.67

Profit after Tax 273.63 442.62

Earnings Per Share 3.22 5.97



During the Financial Year 2009-10, the Company recorded a Total Income of Rs.4,077.95 lakhs (out of which Export Income accounted for Rs.3,386.01lakhs) compared to Rs.3,944.62 Lakhs for the previous Financial Year. The Profit before Interest, Depreciation and Tax is Rs.876.42 Lakhs compared to Rs.1,016.23 Lakhs and the Earning per Equity Share to Rs.3.22 from Rs.5.97 in the previous year.

OPERATIONS

The order book of the company is robust and stands at Rs.104 Crores at the end of the current financial year. The company has added three new customers for courseware development. The company has secured a contract in the area of advance-distributed simulation from a defense public sector undertaking of India. The company has achieved one new license sales for the SILICON™ products during this financial year. The company has completed the implementation of its ongoing project with Kingfisher Airlines. Due to general slowdown of the industry, the company faced slowdown in award of work packages for existing contracts and approval of completed work packages from the customers. This has been particularly significant in the area aerospace and defense industry customers. The companys cash flows have been affected due to the income tax order and some of the measures taken by the authorities, this in turn affected schedule of deliveries. This has also been a contributing factor for modest performance during the current financial year.

PREFERENTIAL OFFER:

The company has obtained the shareholders consent for issue of 22,69,400 convertible warrants on preferential basis to Non-promoters and 30,00,600 convertible warrants to Promoters through postal ballot on 27th July 2010.

The Company has made in-principle approval application with the Bombay Stock Exchange Limited, Mumbai for listing of the aforesaid warrants allotment. Once BSE Approves the proposal, the Board will allot the afore mentioned Convertible Warrants to promoters and Non-promoters.

OUTLOOK

Your company enjoys the unbroken patronage of Fortune 500 companies for the past several years. Contracts with these customers are renewed and are current for the next five to seven years. Order book position therefore is good and going ahead further efforts would improve the position of the company. The company is consistently winning new customers. The company therefore is optimistic of bright outlook based on the above two factors. Further, efforts restructure the business model and improve productivity would not only help win new business but also yield better financial results.

SUBSIDIARY COMPANIES

The Financial details of the subsidiary companies as well as the extent of holdings therein are provided in a separate section of the Annual report. The Company received permission (vide letter No 47/646/2010-CLIII Dt 27/07/2010) from Central Government Under Section 212(8) of Companies Act, 1956, exempting from attaching a copy of Balance Sheet, Profit and Loss Account and schedules thereof, Directors Report and Auditors Report of the subsidiary Companies and other documents required to be attached under section 212(1) of the Act to the Balance Sheet of the Company. Accordingly the said documents are not attached with the Balance Sheet of the Company. The Annual Accounts of the subsidiary Companies are available for inspection by any member / investor and the Company will make available these documents / details upon request by any member of the Company or its subsidiaries interested in obtaining the same. However the data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further pursuant to Accounting Standard (AS)-21 issued by the Institute of Chartered Accountants of India, your company has presented the Consolidated Financial Statements which include financial information relating to its subsidiaries and forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of the Accounting Standards 21, 23 & 27 issued by the Institute of Chartered Accountants of India.

The Audited Consolidated Financial Statements together with Auditors Report thereon forms part of the Annual Report.

DEPOSITS

The Company has not accepted any Deposits from the Public during the year pursuant to Section 58A of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures from the same.

2. Directors have selected the appropriate Accounting

Policies and applied consistently and have 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 31st March 2009, and of the profit of the Company for that period.

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

4. The Annual Accounts have been prepared on a going concern basis.

THE BOARD OF DIRECTORS

Mr. N. Ramakrishna Rao, retires by rotation at the ensuing Annual General Meeting and is not offering himself for reappointment due to professional obligations.

Mr. Santhana Krishnan, who was appointed as Additional Director of the Company, on 30th January 2010, shall continue to hold the office of Director until the ensuing 13th Annual General Meeting of the Company, in accordance with Section 260 of the Companies Act, 1956 and not received a notice from a Member under Section 257 of the Act proposing his candidature for the office of Director.

Ms.Kavita Prasad has been appointed as an Additional Director by the Board on 1st May, 2010 and has been proposed for regularisation in ensuing Annual General Meeting.

Mr.N.Rangachari & Dr.Santanu Paul tendered resignations as Directors of the Company which was accepted by the Board in its meeting held on 30th January, 2010.

AUDITORS

The Companys auditors M/s. P.Murali&Co., Chartered Accountants retire at the ensuing Annual General Meeting and expressed their willingness to continue as Auditors of the Company.

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

I. Conservation of Energy

Your companys operations are software oriented and not energy intensive. Adequate measures are taken to conserve energy wherever possible.

II. Foreign exchange earnings and outgo

(Rs. in Lacs)

Year ended

Particulars 31- Mar-10 31-Mar-09

Earnings 3386.01 3944.62

Expenditure 2746.54 2629.13



The following are missing in the Directors Report:

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is enclosed as Annexure 2 to this Report.

CEOs DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Managing Director and CEO of the Company declaring that all the members of the Board and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company, is enclosed as Annexure 4 to this Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Report on Corporate Governance is enclosed as Annexure 3 forming part of the Annual Report.

A Certificate from a firm of Chartered Accountants in whole time practice confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this Report as Annexure 5.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and forming part of Directors Report for the year ended 31st March 2010.



Name Qualifica- Date of Joining Designation Previous Experi- / Nature of Employer ence tions Employment

N. Sri nivas M.Com. 21.07.1997 Vice Chairman Sankhya 21 yrs / Contractual Management Services Ltd

N. Sri dhar M.Sc 21.07.1997 Managing Sankhya 21 yrs / Contractual Director & Management CEO Services Ltd



Name % of equity Age Remuneration shares held by employee in the Company

N. Srinivas 9.66 50 Rs.36.07 Lakhs

N. Sridhar 9.65 46 Rs.36.07 Lakhs



INDUSTRIAL RELATIONS

Your Company enjoys cordial employee relations, marked by empowerment and delegation.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the unstinted support extended by the esteemed Customers, Bankers and Institutions. Your Directors also are pleased to record their appreciation for the services rendered by the Employees at all levels in bringing about a better performance.

Your Directors express their thanks to the Companys Shareholders, and the Investors for their sustained confidence in the Management of the Company.



For and on behalf of the Board of Directors

Place: Secunderabad N R Mohanty

Dated: 14th August 2010 Chairman

Find IFSC