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Directors Report of Saven Technologies Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report on the operations of Saven Technologies Limited together with the audited financial statements for the year ended March 31, 2015. The financial results of the Company are as follows:

1. Financial Results

(In Lakhs)

2014-15 2013-14

Revenue from Operations 784.78 865.78

Operating expenditure 602.74 621.53

Earnings before interest, tax, depreciation and amortization (EBITDA) 182.04 244.25

Other income 633.74 269.58

Finance costs 4.37 1.34

Depreciation and amortization expense 40.05 34.57

Profit before tax (PBT) 771.36 477.92

Tax expense 139.37 118.07

Profit for the year (PAT) 631.99 359.85

Balance brought forward from previous year 292.10 (67.75)

Depreciation Reserve (14.68) -

Amount available for appropriation 909.41 292.10

Appropriations

General Reserve 550.00 -

Interim dividends on equity shares (excluding tax) 76.15 -

Proposed dividend on equity shares (excluding tax) 108.79 -

Capital reserve 46.86 46.86

Share premium 189.47 189.47

Balance carried to balance sheet 960.80 528.43

2. BUSINESS PERFORMANCE

The total revenue of the Company for the year ended March 31, 2015 was Rs.1418.52 lakhs (including Dividend income of Rs.209.88 lakhs and Profit on sale of Investments of Rs. 285.89 lakhs as compared to Rs.1135.36 lakhs (including Dividend income of Rs.172.47 lakhs) for the previous year. The revenue from Software development and services of the Company was at Rs. 751.19 lakhs as compared to Rs.834.19 lakhs for the previous year. The profit before Tax recorded an increase of 61%, from Rs.477.92 lakhs to Rs. 771.36 lakhs. The profit after Tax recorded an increase of 76%, from Rs.359.85 lakhs to Rs.631.99 lakhs.

3. TRANSFER TO RESERVES

An amount of Rs.550.00 lakhs was transferred to General Reserve from surplus in the profit and loss account for the year ended March 31, 2015.

4. DIVIDEND

The Board of Directors (the Board) at their meeting held on 4th August, 2014, declared an interim dividend of Rs. 0.70 (7%) per equity share of Rs.10/- each for the year 2014-15 amounting to Rs.76.15 lakhs. The same was paid/dispatched to the shareholders on 28th August, 2014.

The Board at its meeting held on 06th May, 2015, took into consideration the profit during the year including the profit on disinvestment of its holding in its subsidiary, Saven Technologies Inc., USA, and recommended a final dividend of Rs.1.00 (10%) per equity share of Rs.10/- each, as a special onetime dividend subject to the approval of the shareholders at the ensuing Annual General Meeting for the year 2014-15 amounting to Rs.108.79 lakhs. The total amount of dividend including the interim and final dividend amounting to Rs.184.94 lakhs, for the year ended 31st March 2015, would amount to Rs.1.70 (17%) per equity share of Rs.10/- each.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loan or guarantee covered under the provisions of section 186 of the Companies Act, 2013 (Act). The details of the investments made by the company are given in the notes to the financial statements.

6. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

7. RELATED PARTY TRANSACTIONS

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - 1 in Form AOC-2 and the same forms part of this report.

8. FIXED DEPOSITS

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

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no material change in the nature of business affecting the financial position of the Company for the year ended March 31, 2015.

10. JOINT VENTURE

Penrillian Limited, a joint venture of your Company in UK, is in the business of software development for wireless information devices to provide high end technical solutions to leading mobile Companies. Amidst a recessionary trend in Europe, Penrillian achieved revenue of £ 1.13 million for the year ended June 30, 2014 as against £ 1.80 million for the previous year and in its current financial year ending 30th June, 2015 it is expected to be sustained at the same level.

Information on Joint Venture pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014 is given in Annexure - 2 in Form AOC-1 and the same forms part of this report.

11. SUBSIDIARY COMPANY

Saven Technologies Inc., ceased to be the subsidiary of the Company since during the Financial Year 2014-15 the Company had disinvested its entire holdings in the subsidiary.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed the Directors and Key Managerial Personnel of the Company during the Financial Year 2014-15.

Mr. Clive Menhinick stepped down from the Board of the Company on April 23, 2014. Mr. Vijay Chandra Puljal stepped down from the Board of the Company on September 29, 2014. The Board places on record its appreciation of the contribution and guidance provided by them during their tenure as a Director.

Pursuant to the provisions of Section 149 of the Act which came into effect from April 1, 2014, Mr. R S Sampath, Wg Cdr A.B. Bhushan, Mr. R Ravi were appointed as Independent Directors at the Annual General Meeting held on 22nd September, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Mr. Nrupender Rao retires as Director by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr. Murty Gudipati, was appointed as Executive Director and CEO of the Company for a period of one year with effect from 14th August, 2014 at the Annual General Meeting held on 22nd September, 2014. As the term of Mr. Murty Gudipati is expiring on 13th August, 2015, the Board has proposed for his re-appointment with effect from 14th August, 2015 subject to the approval of members in the ensuing Annual General Meeting of the company. Mrs. R Renuka was appointed as an Additional Director of the company with effect from 26th March, 2015 under section 161 of the Companies Act 2013 (the Act).

The resolution seeking approval of the Members for the re-appointment of Mr. Murty Gudipati has been incorporated in the notice of the forthcoming Annual General Meeting of the Company. The Company has received a notice under Section 160 of the Act along with the requisite deposit proposing the appointment of Mrs. R Renuka.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, Mr. Murty Gudipati, was appointed as CEO of the Company for a period of one year with effect from 14th August, 2014, Mr. S. Mohan Rao was appointed as Chief Financial Officer with effect from 4th August, 2014 and Ms. Jayanthi.P, was appointed as Company Secretary with effect from 29th May, 2014 as key managerial personnel of the Company.

For the perusal of the shareholders, a brief resume of the Directors being appointed/ re-appointed along with necessary particulars is given in the explanatory statement to the notice. The Board of Directors recommend their appointment/ re-appointment.

13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

14. NUMBER OF MEETINGS OF THE BOARD

Nine meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board carried out an annual performance evaluation of its own performance, the directors as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. Independent Directors carried out a separate evaluation on the performance of Chairman and non independent directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

17. AUDITORS STATUTORY AUDITORS

The Statutory Auditors, M/s. Rambabu & Co., Chartered Accountants, Hyderabad are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder, for ratification of their reappointment as Auditors of the Company.

There were no qualifications, reservation or adverse remark in the Audit Report for the Financial Year ended 31st March, 2015.

SECRETARIAL AUDIT

Mr. S Chidambaram, Company Secretary in Practice, Hyderabad, was appointed to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report is given in Annexure - 3.

With regard to the observation in the Secretarial Audit Report for the Financial Year 2014-15, in respect of non filing of Annual Performance Report and Annual Return for Joint Venture Company under FEMA, we would like to state that the Company would be filing the same shortly.

18. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013, your Directors would like to state that:

a. In the preparation of the Annual Accounts, the applicable accounting standards 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 at the end of the financial year ended March 31,2015 and the profit of the Company for that financial year;

c. The Directors 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;

d. The Directors have prepared the Annual Accounts on a going concern basis.

e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and 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.

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

Conservation of Energy:

The nature of the Company's operations requires a low level of energy consumption.

Research and Development (R&D):

The Company continues to look at opportunities in the areas of research and development in its present range of activities.

Technology Absorption:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company has not imported any technology during the year.

Foreign Exchange Earnings and Outgo:

During the year under review, your Company earned Foreign Exchange aggregating to Rs. 1540 lakhs. The Foreign Exchange outgo during the year was Rs. 0.60 lakhs.

20. PARTICULARS OF EMPLOYEES

a) The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - 4.

b) Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review, none of the employees of the Company employed throughout the financial year, was in receipt of remuneration for the year which, in the aggregate, was not less than sixty lakh rupees, none of the employees of the Company employed for a part of the financial year, was in receipt of remuneration for any part of the year, at a rate which, in the aggregate, was not less than five lakh rupees per month, none of the employees of the Company employed throughout the financial year or part thereof, was in receipt of remuneration in the year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company

21. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 are given in Annexure - 5.

22. RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 and Clause 49 of the listing agreement, the company has formulated a policy on risk management. At present the company has not identified any element of risk which may threaten the existence of the company.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company http://www.saven.in/documents/results/2014-15/Whistle- blower-policy.pdf.

24. CORPORATE SOCIAL RESPONSIBILITY

During the Financial year 2014-15 company was not required to spend on CSR Activities, as the Net Profit after tax of the Company as on 31st March, 2014 was Rs. 3.59 crores. Since the Company was not falling under any of the category as specified under Section 135(1) of the Companies Act, 2013 read with rules made thereunder, CSR Committee was not constituted.

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

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

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

26. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

In terms of sub rule 5(vii) of Rule 8 of Companies (Accounts) Rules, 2014, there are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

27. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE

The "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this Directors' Report.

As per the requirements of the Listing Agreement with Stock Exchange, a Report on Corporate Governance duly audited is annexed for information of the Members.

28. ACKNOWLEDGMENTS

Your Directors thank the investors, bankers, clients and vendors for their continued support. Your Directors place on record their appreciation of the valuable contribution made by the employees at all levels.

For and on behalf of the Board

Place : Hyderabad Nrupender Rao Date : June 19, 2015 Chairman DIN:00089922


Mar 31, 2014

The Members of Omnitech infoSolutions Limited

The Directors have pleasure in presenting the 24th Annual Report together with the audited accounts of the company for the year ended 31st March 2014.

I. FINANCIAL HIGHLIGHTS:

The Performance of the Company for the financial year ended March 31, 2014 is summarised below:


PARTICULARS 2013-14 2012-13

Income from Operations 19131.15 44938.80

Profit before Interest, Depreciation and Tax (PBIDT) 11547.94

Interest including finance expenses 3103.50 2658.04

Depreciation 6244.34 5329.22

Profit before Tax (PBT) -13587.02 3560.68

Provision for Taxation including FBT & Deferred Tax 1061.10 1691.02

Profit after Tax (PAT) : -14648.12 1869.66

Balance brought forward from previous year 20813.07 19301.77

Transfer back of amount appropriated for Dividend and Dividend 263.36 - Tax

Amount Available for Appropriation 6428.31 21171.43

Appropriations:

Proposed Dividend - 225.03

Dividend Tax - 38.33

General Reserve - 95.00

Balance Carried Forward to Balance Sheet 6428.31 19301.78

II. REVIEW OF PERFORMANCE

a. Operating Results:

During the Year, your Company achieved Income from Operations amounting to Rs.19131.15 lacs as compared to Rs. 44938.90 lacs in the previous year thereby recording an decrease of 57.42%. The Net Loss after tax for the year was Rs. 14648.12 lacs as compared to a Net Profit after tax of Rs. 1869.66 lacs in the previous year.

Last year has been very challenging for Your Company, due to economic slowdown, global uncertainty, competition and rising interest costs and also due to our subsidiaries in Europe and Asia facing the similar challenges.

Your Company has been able to make an agreement with its lending banks to restructure its borrowings through Corporate Debt Restructuring Mechanism (CDR) in such a way, which is needed to restore the normalcy in business and come out of this challenging phase. Your company hopes to have the CDR implemented during the year 2014-15.

b. Financing Cost:

The Finance Cost has increased by Rs 445.45 lacs as compared to the previous year, which is mainly due to raising of additional working capital facility.

III. DIVIDEND

Your Board of Directors recommends no dividend for the year 2013-14.

IV. FIXED DEPOSITS

Your company accepted deposits from the public during the year.

V. SUBSIDIARY COMPANIES

The Company has the following 4 subsidiaries as on 31st March, 2014.

- Omnitech Technologies Inc. USA

- Europe Omnitech Technology Services B.V., Netherlands

- Omnitech Services Pte. Ltd., Singapore

- Omnitech (Singapore) Holding Pte Ltd, Singapore

The Company has the following 4 step down subsidiaries as on 31st March, 2014.

1. Avensus Nederland B.V

2. Omnitech (UK) Technologies Ltd

3. Omnitech Services Limited, Hongkong

4. Omnitech Services Japan Co. Ltd.

5. Omnitech Australia Pty Ltd.

As required under the provisions of Section 212 of the Companies Act, 1956, a statement showing the holding company''s interest in the subsidiary companies forms part of the Annual Report.

VI. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in presenting Consolidated Financial Statements which form part of the Annual Report. However, since there has not been any operation in Omnitech (Singapore) Holding Pte Ltd, Singapore, Omnitech (UK) Technologies Ltd. During the Financial Year 2013-14, its accounts have not been considered for consolidation.

VII. QUALITY

Your company recognizes quality as an important differentiator in industry. Therefore, it has well defined stringent quality standards with customer focus and management commitment and involvement across hierarchies. Your company has been certified for ISO 9001:2008 ISO 20000:2005, ISO 27001:2005 and BS 25999:2007. These certifications reflect that your Company has well defined Quality processes and procedures in place, which lead to total customer satisfaction as regards Quality Management.

Quality Policy: "To achieve business leadership in IT solutions and services through customer loyalty, satisfaction & trust, integrating innovative technology, quality processes, secured information, resilient infrastructure &. trained manpower supported by effective customer relationship & efficient services."

VIII. HUMAN RESOURCES

Your company employed a total of 151 employees as on 31st March, 2014. Due to scaling down of business as enumerated under Review of Performance, the manpower has drastically gone down as compared to last year. However, your Company will continue to strive hard to scale up the business, thereby hiring and nurturing the professionals.

While the work culture emphasizes leadership through teamwork, your Company stresses individual growth through innovation as your Company believes that progress is a dynamic process that continually throws up challenges demanding innovative solutions from creative thinkers.

Your Company''s personnel policies are hence aimed at nurturing the professional growth of employees by providing a stimulating work environment, a variety of challenges, and a host of material rewards.

IX. CORPORATE GOVERNANCE

A report on Corporate Governance along with Auditors'' certificate on compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement, is provided elsewhere in the Annual report.

X. CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that society is one of its important stakeholders and approaches its social responsibility as a corporate citizen. Reaffirming its role as a contributing member of the social and economic milieu it occupies, the Company aligns its business operations with social values. As a responsible corporate citizen, the Company is committed to extend its hand to the under privileged in areas of education, healthcare, etc.

XI DIRECTORS

In terms of the Articles of Association of your Company and relevant provisions of the Companies Act, 2013 and rules made thereunder, Mr. Devarshi D. Buch retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Further, pursuant to the provisions of Section 149,150,152 read with Schedule IV of the Companies Act, 2013 and clause 49 of listing agreement, Mr. Vasudeva V. Kamath, Dr. Ram K. Mangal and Dr. Kalimohan Bhattacharya are proposed to be appointed as Non-executive Independent Directors, not liable to retire by rotation at the ensuing Annual General Meeting.

Brief Resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, the names of the Companies in which they hold Directorships & memberships/chairmanships of Board Committees and their shareholdings in the Company, as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India, are provided in the Notice of Annual General Meeting.

XII. AUDITORS'' REPORT

The observations made in the Auditors'' report are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Your Directors request you to appoint Auditors for the Financial Year 2014-15. In this regard, attention of the Members is invited to Item 3 of the accompanying Notice convening forthcoming Annual General Meeting.

XIII. STATUTORY INFORMATION

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of continued Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure ''A* included in this report.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure ''B'' to this Report

As required by SEBI (ESOP & ESOS) Guidelines, 1999, the relevant disclosure is set out in the Annexure ''C to this report.

XIV. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on representations from the Management, the Directors state, in pursuance of Section 217 (2AA) of the Companies Act, 1956, that:

i) the Company has, in the preparation of the annual accounts for the year ended 31st March 2014, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

ii) 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 31st March 2014 and of the profit of the Company for the financial year ended 31st March 2014;

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

iv) the Directors have prepared the annual accounts on a going concern basis.

XV. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all the Shareholders, Customers, Vendors, Bankers, and Regulatory & Government Authorities for the strong support that they have continued to extend to your Company.

The Board also takes this opportunity to place on record its appreciation of the outstanding performance and dedication of your Company''s employees at all levels, without whose commitment the achievement of results as indicated above could not have been possible.

By Order of the Board of Directors Omnitech InfoSolutions Limited

Sd/- Sd/-

(Atul Hemani) (Avinash Pitale)

Managing Director 8t CEO Jt.Managing Director

Place: Mumbai Date : 28th May, 2014


Mar 31, 2012

The Directors have pleasure in presenting their 19th Annual Report on the operations of the Company together with the audited financial statements for the year ended March 31, 2012. The financial highlights of the Company are as follow:

Financial Results

(In Lakhs)

Particulars Consolidated Standalone

2011-12 2010-11 2011-12 2010-11

Revenue from operations 6475.92 5126.89 720.78 365.82

Operating Profit (PBIDT) 409.87 90.12 196.49 62.27

Depreciation and amortization 43.73 30.76 27.20 22.91

Income Tax 81.52 28.72 - -

Exceptional items 61.38 -- 61.38 --

Minority Interest 44.24 (7.18) --

Profit after Tax (PAT) 290.88 27.53 230.19 38.75

Basic Earnings per share 2.67 0.25 2.12 0.36

Company's Performance

The consolidated income of your Company and its subsidiary, Saven Technologies Inc., was Rs 64.76 crores as compared to Rs 51.27 crores for the previous year, an increase of 26.3%. The consolidated profit before tax was Rs 355.26 lakhs as against Rs49.06 lakhs for the previous year. After adjustment of Income Tax, Exceptional items and minority interest, the net consolidated profit was Rs. 290.88 lakhs as against Rs 27.53 lakhs for the previous year.

The total revenue of the Company for the year ended March 31, 2012 was Rs 720.78 lakhs compared to Rs.365.82 lakhs for the previous year. Software development and services by the offshore development center of the Company recorded a substantial increase of 90% from Rs.349.09 lakhs to Rs.662.41 lakhs despite a sluggish growth in the US economy. In dollar terms the increase of the overseas billing was $ 1.34 million, an increase of 71% over that of the previous year. The profit before Tax and exceptional item recorded an increase of 335%, from Rs.38.75 lakhs to Rs. 168.81 lakhs, due to much improved performance and favorable foreign exchange variance.

Subsidiary Company:

Saven Technologies Incorporated - US

Despite a sluggish growth of the US economy, the subsidiary [Saven US] could achieve a total income of USD 13.61 Million [Rs. 64.03 crores] as against USD 11.52 Million [Rs. 51.01 crores] for the previous year, an increase of 18% in terms of dollar revenue. Even after investing a substantial amount towards visa charges for recruiting additional manpower, the Company could achieve an operating income of $ 383 K (Rs.179.47 lakhs) as compared to $ 21 K (Rs.9.47 lakhs) for the previous year. The Net Profit after income tax was $ 229 K (Rs.106.77 lakhs) as against loss of $ 53 K (Rs.23.27 lakhs) for the previous year.

Saven US, despite challenging environment, has been successful in increasing the number of consultants and are planning to further increase the strength. Saven US is also strengthening its marketing set up for development of Software Services for onshore and offshore.

Joint Venture

Penrillian Limited, a joint venture of your Company in UK, is in the business of software development for wireless information devices to provide high end technical solutions to leading mobile Companies. Despite a recessionary trend in UK, Penrillian performed well and achieved revenue of £ 1.4 million for the year ended June 30, 2012 as against £ 1.00 million for the previous year and is optimistic of further improvement in the performance during the current year.

Consolidated Financial Statements

In conformity with Clause 32 of the Listing Agreement with the Stock Exchange and as required by Accounting Standard 21 issued by The Institute of Chartered Accountants of India (ICAI), the Consolidated Financial Statements of your Company and its Subsidiary are published in the Annual Report in addition to their individual financial statements.

Dividend

In the absence of distributable profits, your Directors are not recommending any dividend for the year under review. Fixed Deposits

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

Management Discussion & Analysis and Corporate Governance

The "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this Directors' Report. As per the requirements of the Listing Agreement with Stock Exchanges, a Report on Corporate Governance duly audited is annexed for information of the Members.

Directors

Mr. Vijay Chandra Puljal was appointed as an Additional Director of the Company with effect from July 14, 2012 and would hold office upto the conclusion of the ensuing Annual General Meeting. It is proposed to appoint Mr.Vijay Chandra Puljal as a Director of the Company.

Pursuant to Article 125 of the Articles of Association of your Company, read with Section 256 of the Companies Act, 1956, Mr. Clive Menhinick and Wg. Cdr. (Retd.) A.B. Bhushan retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

For perusal of the shareholders, a brief resume of the Directors being appointed / re-appointed along with other necessary particulars are given in the Explanatory Statement to the Notice. The Board of Directors commend their appointment / re-appointment.

Auditors

The Statutory Auditors, Rambabu & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed.

Directors' Responsibility Statement

In terms of Section 217(2AA) of the Companies Act 1956, your Directors would like to state that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2012 and the profit of the Company for that financial year;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

Disclosure as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 your Directors furnish the required details below:

Conservation of Energy:

The nature of the Company's operations requires a very low level of energy consumption.

Research and Development (R&D):

The Company continues to look at opportunities in the areas of research and development in its present range of activities.

Technology Absorption:

The Company has not imported any technology during the year.

Foreign Exchange Earnings and Outgo:

During the year under review, your Company earned Foreign Exchange aggregating to Rs. 6.66 crores. The Foreign Exchange outgo during the year was Rs. Nil.

Particulars of Employees:

During the year under review, none of the employees of the Company have drawn remuneration as specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Acknowledgments:

Your Directors thank the investors, bankers, clients and vendors for their continued support. Your Directors place on record their appreciation of the valuable contribution made by the employees at all levels.

For and on behalf of the Board

Place : Hyderabad Nrupender Rao

Date : August 8, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their 18th Annual Report on the operations of your Company for the year ended March 31, 2011.

Financial Results

The total revenue of the Company for the year ended March 31, 2011 was Rs. 36.58 Million compared to Rs. 25.74 Million for the previous year. Software development and services by the offshore development center of the Company recorded an increase of 43% from Rs. 24.46 Million to Rs. 34.90 Million despite a sluggish growth in the US economy. The net profit for the year was Rs. 3.87 Million as against Rs. 2.54 Million for the previous year.

The consolidated income of your Company and its subsidiary, Saven Technologies Inc., was Rs. 512.69 Million as compared to Rs. 504.10 Million for the previous year. The consolidated profit before tax was Rs. 4.90 Million as against a loss of Rs. 6.35 Million for the previous year. However, the net consolidated profit was Rs. 2.03 Million as against loss of Rs. 6.57 Million for the previous year. After adjustment of minority interest, the net consolidated profit was Rs. 2.75 Million as against loss of Rs. 3.20 Million for the previous year.

Business Overview:

Your Company is developing applications predominantly for the financial services sector and had gained experience in developing real time execution and trading systems for World Trade Exchanges. The Company is building market data portals for the financial institutions and brokerage firms in US and across the globe. The Company has started building Advanced Product Quality Planning tools for a leading US manufacturing company. Your Company has also commenced an additional business focus in the area of ERP Solutions and is in the final stage of signing Channel Partnership Agreements with enterprise solution software development vendors.

Your Company has plans to increase the number of consultants/developers and has already taken additional space for its expansion plans. Saven is reasonably optimistic of withstanding the adverse effect of the present economic uncertainty. Subsidiary Company: Saven Technologies Incorporated - US Despite a sluggish growth of the US economy, the subsidiary [Saven US] could achieve a total income of USD 11.52 Million [Rs 510.16 Million] as against USD 10.53 Million [Rs. 500.00 Million] for the previous year, an increase of 9.5% in terms of dollar revenue. Despite the adverse effect of the global slowdown, Saven US was able to sustain its operation and could contain the cost of increase in the visa charges and higher salaries by increasing the billing rates. As a result, with a marginal increase in the revenue, Saven US could achieve a net operating income of USD 21 thousand [Rs 0.95 Million] as against operating loss of USD 236 thousand [Rs.11.15 Million] for the previous year. With the consulting market improving, Saven US has plans to increase the number of consultants by 20%. Having established its presence in the US market, Saven US has already started signing as a direct vendor for new US clients and has added additional clients during the current financial year. With more opportunities emanating from the manufacturing sector, your subsidiary is optimistic of improved performance during the year.

Joint Venture

Penrillian Limited, a joint venture of your Company in UK, is in the business of software development for wireless information devices to provide high end technical solutions to leading mobile Companies. Your Joint Venture was able to sustain its operations despite unprecedented contraction in the global economic growth particularly in the European countries including UK. While the total revenue of the Joint Venture would be around GBP One Million for the year ended June 30, 2011, it is optimistic of improved performance during the current year.

Consolidated Financial Statements

In conformity with Clause 32 of the Listing Agreement with the Stock Exchange and as required by Accounting Standard 21 issued by The Institute of Chartered Accountants of India (ICAI), the Consolidated Financial Statements of your Company and its Subsidiary are published in the Annual Report in addition to their individual financial statements.

Dividend

In the absence of distributable profits, your Directors are not recommending any dividend for the year under review.

Fixed Deposits

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

Management Discussion & Analysis and Corporate Governance

The "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this Directors' Report. As per the requirements of the Listing Agreement with Stock Exchanges, a Report on Corporate Governance duly audited is annexed for information of the Members.

Directors

Mr. Nrupender Rao was appointed as an Additional Director and Chairman of the Board of Directors of the Company with effect from December 22, 2010 and would hold office upto the conclusion of the ensuing Annual General Meeting. It is proposed to appoint Mr. Nrupender Rao as a Director of the Company. Mr. Simon Mathews has resigned as the Director of the Company with effect from April 26, 2011. The Board of Directors place on record their appreciation of the valuable services rendered by Mr. Simon Mathews during his tenure as Director and Chairman of the Board.

Pursuant to Article 125 of the Articles of Association of your Company, read with Section 256 of the Companies Act, 1956, Mr. Sridhar Chelikani and Mr. R S Sampath retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

For perusal of the shareholders, a brief resume of the Directors being appointed / re-appointed along with other necessary particulars are given in the Explanatory Statement to the Notice. The Board of Directors commend their appointment / re-appointment.

Auditors

The Auditors, Rambabu & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed.

Directors' Responsibility Statement

In terms of Section 217(2AA) of the Companies Act 1956, your Directors would like to state that:

In the preparation of the Annual Accounts, the applicable accounting standards 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 at the end of the financial year ended March 31, 2011 and the profit of the Company for that financial year

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the Annual Accounts on a going concern basis;

Disclosure as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 your Directors furnish the required details below:

Conservation of Energy:

The nature of the Company's operations requires a very low level of energy consumption. Research and Development (R&D): The Company continues to look at opportunities in the areas of research and development in its present range of activities.

Technology Absorption:

The Company has not imported any technology during the year. Foreign Exchange Earnings and Outgo: During the year under review, your Company earned Foreign Exchange aggregating to Rs. 33.36 Million. The Foreign Exchange outgo during the year was Rs. 0.37 Million.

Particulars of Employees

During the year under review, none of the employees of the Company have drawn remuneration as specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Acknowledgments

Your Directors thank the investors, bankers, clients and vendors for their continued support. Your Directors place on record their appreciation of the valuable contribution made by the employees at all levels.

For and on behalf of the Board Nrupender Rao Chairman

Place : Hyderabad Date : August 11, 2011


Mar 31, 2010

The Directors have pleasure in presenting their 17th Annual Report on the business and operations of your Company for the year ended March 31, 2010.

Financial Results

The Financial year 2009-10 was a very challenging year for the industry, particularly to a small sized Companies. A weak demand and pricing environment made it difficult for IT Companies to sustain growth and margins.

The total Revenue of the Company for the financial year ended March 31, 2010 was Rs.25.74 Million as against Rs.38.81 Million for the previous year. The Company had discontinued the operations of Technology Consultancy Services from January, 2009; hence the shortfall in the revenue as compared to that of the previous year. Software development and services had recorded an increase of 18% to Rs.24.46 Million, despite an unprecedented economic slowdown in the US. The Profit for the year was Rs.2.54 Million as compared to Rs. 3.09 Million for the previous year.

The consolidated income of your Company and its Subsidiary, Saven Technologies Inc. was Rs.504.10 Million as compared to Rs.594.78 Million for the previous year. Even though the recessionary trend in the US turned positive from the 3rd Quarter, the growth was very sluggish. As a result the consolidated loss for the year was Rs.6.57 Million as compared to Rs. 19.94 Million for the previous year. After adjustment of minority interest the net consolidated loss was Rs.3.20 Million as against Rs.10.29 Million.

Business Overview:

Your Company is developing applications predominantly for the financial sectors and had gained a reasonable insights into developing real time execution & trading systems for World Trading Exchanges such as NYSE, NASDAQ, BATS etc. The Company foresees a good demand in this area of low-latency, high frequency trading systems known as Algorithmic Trading Systems and hence continue to focus developing systems in these areas. Your Company has also commenced night shift operations to collect ETF & MF data from US and Exchanges elsewhere for a key client; significant growth in this area is seen as we have started

expanding ETF & MF Universe and develop analytics on top of the collected raw data. The challenge for the Company is to enhance the investment to grow the business given the uncertainty in the global environment. The Company is hiring aggressively campus recruits for training them on various technologies and stock market data domain. The Company is also investing in R & D on Android application development in mobile space. While the concerns about economic recovery continue to weigh on investors, the Company has plans to get CMMI level 2 Certificate to improve the market reach. Saven being relatively small-sized entity, it is seeking a modest share of the business and the Company is reasonably optimistic of withstanding the adverse effect of the slowdown.

Subsidiary Companies:

Saven Technologies, Incorporated - US

With US struggling with recessionary trends, your subsidiary could achieve a revenue of $ 10.53 Million (Rs.500.00 Million) as against $ 13.14 Million (Rs.592.22 Million) a reduction of 20% in terms of dollar revenue. However, the Subsidiarys Net loss was contained at $ 0.21 Million (Rs.1 Million) as against $ 0.36 Million (Rs.1.63 Million) for the previous year. Savens on-site consultants use proven methods and tools to rapidly implement and customize enterprise applications to fit clients business processes; cost effectively enhance and upgrade their systems to keep pace with application changes and enhancements. Despite the uncertainty, the consulting market had improved during the current financial year. A number of business opportunities are opening in the financial sector where the exposure is predominant. The key factor is to identify and hire the right talent. It is proposed to increase rapidly the strength of billable staff to capture the emerging markets, despite time consuming process and costs involved in the immigration.

Saven Technologies (UK) Limited

Pursuant to application filed by the Company, Reserve Bank of India has noted dissolution of Saven Technologies (UK) Limited, Companys wholly owned Subsidiary in UK.

The Annual Report of Saven Technologies Inc., the US Subsidiary is annexed to this Report as required under Section 212 of the Companies Act, 1956.

Joint Venture

Penrillian Limited, a joint venture of your Company in UK, is in the business of software development for wireless information devices to provide high end technical solutions to leading mobile Companies. Your Joint Venture was not only able to sustain its operations but also excel in its performance despite unprecedented contraction in the global economic growth particularly in the European countries including UK. The total revenue of the Joint Venture would be around £ 1.3 Million, an increase of about 30% compared to that of the previous year.

Consolidated Financial Statements

In conformity with Clause 32 of the Listing Agreement with the Stock Exchange and as required by Accounting Standard 21 issued by The Institute of Chartered Accountants of India (ICAI), the Consolidated Financial Statements of your Company and its Subsidiaries are published in the Annual Report in addition to their individual financial statements.

Dividend

In the absence of distributable profits, your Directors regret their inability to recommend any dividend for the year under review.

Fixed Deposits

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

Management Discussion & Analysis and Corporate Governance

The "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this Directors Report.

As per the requirements of the Listing Agreement with Stock Exchanges, a Report on Corporate Governance duly audited is annexed for information of the Members.

Directors

Mr. T.N.J. Raman, Director expired on May 19, 2010. Mr.T.N.J.Raman had been on the Board of the Company since February, 1996, i.e. almost since the inception of the Company and with his vast experience and knowledge had been of immense value to the Company.

The Board placed on record the valuable contribution made by Mr. T.N.J. Raman during his tenure as a Director of the Company.

Wg. Cdr. (Retd.) A.B. Bhushan was appointed as an Additional Director of the Company with effect from August 13, 2010 and would hold office upto the conclusion of the ensuing Annual General Meeting. It is proposed to appoint Wg. Cdr. (Retd.) A.B. Bhushan as a Director of the Company.

Mr. Murty Gudipati was at the Annual General Meeting of the Company held on September 24, 2009 appointed as the Executive Director of the Company for a period of two years with effect from March 13, 2009 and the remuneration payable to him was also approved at the aforesaid Annual General Meeting. Mr. Murty Gudipati has immensely contributed to the progress and development of the Company when global economic scenario was on the decline. Having regard to the contribution made by him and the remuneration presently paid to comparable Directors in other Companies, it is considered desirable to amend the terms of his appointment including the remuneration. The Resolution for amending the terms of his appointment and remuneration has been included in the Notice for the ensuing Annual General Meeting.

Pursuant to Article 125 of the Articles of Association of your Company, read with Section 256 of the Companies Act, 1956, Mr. Simon Mathews and Mr. Clive Menhinick retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

For perusal of the shareholders, a brief resume of the Directors being appointed / re-appointed along with other necessary particulars are given in the Explanatory Statement to the Notice. The Board of Directors commend their appointment / re-appointment.

Auditors

The Auditors, Rambabu & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed.

Directors Responsibility Statement

In terms of Section 217(2AA) of the Companies Act 1956, your Directors would like to state that :

In the preparation of the Annual Accounts, the applicable accounting standards 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 at the end of the financial year ended March 31, 2010 and the profit of the Company for that financial year;

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the Annual Accounts on a going concern basis.

Disclosure as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 your Directors furnish the required details below:

Conservation of Energy:

The nature of the Companys operations require a very low level of energy consumption.

Research and Development (R&D):

The Company continues to look at opportunities in the areas of research and development in its present range of activities.

Technology Absorption:

The Company has not imported any technology during the year.

Foreign Exchange Earnings and Outgo:

During the year under review, your Company earned foreign exchange aggregating to Rs. 26.40 Million. The Foreign Exchange outgo during the year was NIL.

Particulars of Employees

During the year under review, none of the employees of the Company have drawn remuneration as specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Acknowledgments

Your Directors thank the investors, bankers, clients and vendors for their continued support. Your Directors place on record their appreciation of the valuable contribution made by the employees at all levels.



For and on behalf of the Board

Place : Hyderabad Simon Mathews

Date : August 13, 2010 Chairman



 
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