Notes to Accounts of Saven Technologies Ltd.

Mar 31, 2015

1.1 Received Interim dividend amount to Rs.209.88 lakhs from subsidiary, Saven technologies Inc., USA.

1.2 The Company has disinvested its holdings in its foreign subsidiary, Saven Technologies Inc., USA. Consequently, profit on sale of investment Rs.285.89 lakhs on such disinvestment is accounted as other income.

2. Contingent Liabilities not acknowledged as debt: NIl

3. Related Party Transactions A. Details of related parties:

S.No. Relationship Names of the related parties

1. Subsidiary Saven Technologies Inc., USA,

2. Joint venture Penrillian Limited, U.K

3. Associates Pennar Industries Limited-Common Director Pennar Engineered Building Systems Limited - Common Director Pennar Enviro Limited-Common Director Medha Services Inc., USA - Common Director

4. Relatives J.Rajya lakshmi, Ch. Arathi, Avanti Rao & Aditya Narsing Rao

5.Key Management Personnel Mr. Murty Gudipati - Executive Director & CEO (KMP) Mr. S. Mohan Rao - Chief Financial Officer Ms. P. Jayanthi - Company Secretary

4. Segment Details

The Company is mainly engaged in the Software Development and Services. Hence there is no separate reportable segment as per Accounting Standard-17 issued by the Institute of Chartered Accountants of India.

5. Corporate Social Responsibility (CSR):

During the financial year 2014-15 the company received dividend income of Rs. 209.88 lakhs from its foreign subsidiary and earned profit on sale of investments in foreign subsidiary of Rs. 285.89 lakhs. Excluding these incomes, the company's net profit for the year is below Rs.5 crores. In the light of the above, the net profits of the Company for the last three financial years were below Rs. 5 crores, the provisions of Section 135 of Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the company for the financial year 2014-15.

6. Consolidated Accounts:

The company has disinvested its entire holdings in its foreign subsidiary company, Saven Technologies Inc., USA during the month of May, 2014. Hence there is no requirement for the company to furnish consolidated accounts for the financial year ended March 31, 2015.

7. Figures have been rounded off to the nearest rupee.

8. Reclassification:

These financial statements have been prepared in the format prescribed by the Revised Schedule VI to the Companies Act, 2013. Previous years' figures have been recast / restated.

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Mar 31, 2014

Note 1

a) Contingent liabilities and commitments (to the extent not provided for)

(Rs. In Lacs)

As at 31st As at 31st March, 2013 March, 2014

(i) Contingent Liabilities

(a) Claims against the company not acknowledged as debt _ _

(b) Corporate Guarantees, Bank Guarantees and Other money for which the company is contingently liable 11,102.48 7,987,52

11,102.48 7,987.52

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for - -

(b) Uncalled liability on shares and other investments partly paid

(c) Other commitments (specify nature) - -

Total 11,102.48 7,987.52

2. Dues to Micro, Small and Medium Enterprises

The Company has not received any memorandum (as required to be filed by the Suppliers with the notified authorities under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March, 2014 as micro, small or medium Enterprises. Consequently the amount paid/payable to these parties during the year is unascertainable.

3. Balances standing to the account of the debtors, creditors, advances, receivables and deposits are subject to confirmations.

4. Related Party Disclosures

(a) List of Parties where control exists, irrespective of transactions

i) . Subsidiary Companies

1. Omnitech Technologies Inc., USA

2. Omnitech Services Pte. Ltd., Singapore

3. Europe Omnitech Technology Services B.V., Netherlands

4. Omnitech (Singapore) Holding Pte Ltd, Singapore

ii) . Key Management Personnel

1. Mr. Atul M. Hemani - Managing Director & CEO

2. Mr. Avinash C. Pitale-Jt. Managing Director

3. Mr. Devarshi D. Buch - Executive Director

iii). Relatives of Key Management Personnel

1. Mrs. Amisha A. Hemani

2. Mrs. Vanita Hemani

3. Mr. Nirav Hemani

4. Ms. Vidhi Hemani

5. Mr. Bharat Hemani

6. Mr. Chandrakant Pitale

7. Mr. Amit Buch

8. Ms. Juhi Buch

9. Mr. Maganlal Hemani

10. Ms. Sheetal Pitale

11. Mr. Nitish Pitale

12. Mrs. Shubhangi Pitale

13. Mrs. Beejal D. Buch

14. Mr. Dushyant Buch

15. Mrs. Jayshree Buch

16. Mr. Yugal Hemani

iv) . Enterprises owned or significantly influenced by Key Management Personnel or their relatives

1. Omnitech Technologies Limited, India

2. Wintel Computers Private Limited, India

3. Atul Hemani HUF

4. Avinash Pitale HUF

5. Omnitech Employees'' Welfare Trust

v) Step-down subsidiaries

1. Omnitech Services Limited, Hong Kong

2. Avensus Nederland B.V, Netherlands

3. Omnitech Services Japan Co. Ltd., Japan

4. Omnitech (UK) Technologies Ltd. United Kingdom

5. Omnitech Australia Pty Ltd, Australia

(b) Following are the transactions entered into with the related parties.

5. Remittance of Dividend in Foreign Currency

During the year, the Company has not remitted any dividend in foreign currency.The company does not have information as to the extent to which remittances, if any, in foreign currencies on account of dividends have been made by/on behalf of non-resident shareholders. The particulars of dividends payable to non-resident shareholders which were declared during the year are as under:

6. Retirement Benefits

The Company has made provision in books pertaining to retirements benefits. However, the same has not been done in line with the applicable accounting standards.

7. Derivative Instruments

The Company uses Forward Contracts to hedge against its Foreign Exchange Exposure. The Company does not enter into any derivative instruments for Trading or Speculative purposes. As on 31s* March, 2014, there are no outstanding Forward Contracts.

8. Segmental Reporting

The Company is mainly engaged in the business of Information Technology and Information Technology enabled services. Considering the nature of business and financial reporting of the Company, the Company has only one segment viz. Information Technology.

The Company operates in Local and Export geographically. But due to nature of business, the assets/liabilities and expenses thereof cannot be bifurcated separately.

9. Accounting for Employees Stock Option

a. Employee Stock Options are evaluated and accounted on intrinsic value method as per the accounting treatment prescribed by Guidance Note on ''Accounting for Employee Share-based payments'' issued by ICAI read with SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines 1999 issued by SEBI. The excess of market value, if any, of the stock options as on the date of grant over the exercise price of the options is recognized as deferred employee compensation and is charged to the profit and loss account on vesting basis over the vesting period of the options. The un- amortized portion of the deferred employee compensation is reduced from Employee Stock Option Outstanding, which is shown under Reserves and Surplus.

b. During the year 4741 options have been exercised.

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Mar 31, 2013

1. Corporate information

Saven Technologies Limited offers a full range of software services from end to end development of new software and web solutions, Enterprise Application Services, to re-engineering and enhancement of legacy applications, application integration and ongoing maintenance.

2. Exceptional items

During the year, Company has recovered an amount of Rs.37,08,750 against provision for doubtful debts of Rs.112,65,531/- which was provided in earlier years. The amount received during the year have been credited to Statement of Profit and Loss for the year ended March 31, 2013 as exceptional items.

3. Contingent Liabilities not acknowledged as debt: NIL

4. Segment Details

The Company is mainly engaged in the Software Development and Services. Hence there is no separate reportable segment as per Accounting Standard-17 issued by the Institute of Chartered Accountants of India.

5. Figures have been rounded off to the nearest rupee.

6. Reclassification:

These financial statements have been prepared in the format prescribed by the Revised Schedule VI to the Companies Act, 1956. Previous years'' figures have been recast / restated.

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Mar 31, 2012

1. Corporate information

Saven Technologies Limited offers a full range of software services from end to end development of new software and web solutions, Enterprise Application Services, to re-engineering and enhancement of legacy applications, application integration and ongoing maintenance.

Company has only one class of equity shares having a par value of Rs.10/- per share. Each holder of equity shares is entitled to one vote per share.

2.1 Dues to Micro, Small and Medium enterprises has been determined to be Rs.Nil to the extent such parties have been identified on the basis of information available with the Company.

*Vehicle loan from ICICI Bank carries interest @ 11%. The loan amount of Rs.600,000/- is repayable in 36 monthly installments from December 3, 2009. The loan is secured by charge over fixed asset i.e. vehicle, for which finance is provided by the lender.

* Company had advanced Rs. 20 Lakhs to Saven Employees Foundation Trust for acquiring shares in the Company for issuance to employees.

** In respect of provision made in the previous years towards doubtful debts recoverable from overseas customers. The Company has plan to seek the permission of regulatory authorities for write off.

(i) Balances with banks include deposits amounting to Rs.18,666,973/- Which have maturity of less than 12 months on Balance sheet date

3. Exceptional items

An amount of Rs.61,37,961/- provided as doubtful debts in the previous years which was received during the year have been credited to Statement of Profit and Loss for the year ended March 31, 2012 as exceptional items.

4. Contingent Liabilities not acknowledged as debt: NIL

5. Segment Details

The Company is mainly engaged in the Software Development and Services. Hence there is no separate reportable segment as per Accounting Standard-17 issued by the Institute of Chartered Accountants of India.

6. Figures have been rounded off to the nearest rupee.

Note: Saven Technologies, Inc. became a Subsidiary of the Company with effect from May 31, 2001.

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Mar 31, 2011

1. Taxes on Income:

In the absence of convincing evidence regarding availability of sufficient taxable income in near future against which the deferred tax asset / liability can be adjusted, the company has not recognized the deferred tax asset / liability arising due to tax effect of timing difference at present.

2. Foreign Currency Transactions:

The long term monetary assets in foreign currency holding, for more than one year are translated into reporting currency without considering the exchange fluctuation during the year.

3. Related Party Transactions:

A. Related Parties and their Relationship

I. Associate or Joint Venture:

a) Saven Technologies Inc., USA, a Subsidiary of the Company.

b) Penrillian Limited, a Joint Venture Company in the U.K.

c) Pennar Industries Limited - Common Director.

d) Pennar Engineered Building Systems Limited - Common Director.

e) Pennar Chemical Limited - Common Director.

II. Key Management Person:

Mr. Murty Gudipati - Executive Director

4. Quantitative details:

The Company is engaged in the Development of Computer Software and IT Enabled Services (ITES). The sale and production of such software cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and certain information as required under Paragraphs 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956.

5. Other Liabilities:

Other Liabilities includes an amount of Rs.3.54 Lakhs relating to Hire Purchase of cars excluding Hire charges, and the said loan was secured by hypothecation of the said cars.

8. Segment-wise / Product-wise performance

Business Segments of the Company are primarily Software Development Services in respect of offshore projects working in India and IT-Enabled Services.

Geographical revenues are segregated based on the location of the customer who is invoiced or in relation to which the revenue is otherwise recognized.

6. Dues to Micro, Small and Medium Enterprises:

The amount due to Micro, Small and Medium Enterprises as defined in the "The Micro, Small and Medium Enterprises Development Act, 2006 " has been determined to the extent such parties have been identified on the basis of information available with the company.

7. Sundry Debtors:

Sundry Debtors include an amount of Rs.34,109,583/- due from Saven Technologies Inc., a subsidiary in USA, (out of which an amount of Rs. 61.38 Lakhs has been provided for provision for doubtful debts) which has been provided in full as provision for doubtful debts in the books of accounts.

During the year, an amount of Rs.40,93,000/- has been written off against the provision of the same amount, due from Saven Technologies (UK) Limited made during the earlier years, towards sundry debtors amounting to Rs.2,005,040/- advances amounting to Rs. 1,411,742/- and investments amounting to Rs.6,76,218/- pursuant to the approval of Reserve Bank of India for dissolution of the wholly-owned subsidiary.

8. Reclassification:

The previous year's figures have been recast, regrouped, rearranged wherever necessary, to conform to the current year's classification.

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Mar 31, 2010

1. Taxes on Income:

In the absence of convincing evidence regarding availability of sufficient taxable income in near future against which the deferred tax asset / liability can be adjusted, the company has not recognized the deferred tax asset / liability arising due to tax effect of timing difference at present.

2. Foreign Currency Transactions:

The long term monetary assets in foreign currency holding, more than one year are translated into reporting currency without considering the exchange fluctuation during the year.

3. Related Party Transactions:

A. Related Parties and their Relationship

I. Associate or Joint Venture:

a) Saven Technologies Inc., USA, a Subsidiary of the Company.

b) Penrillian Limited, a Joint Venture Company in the U.K.

II. Key Management Person:

Mr. Murty Gudipati - Executive Director

Accordingly, the Company has not disclosed in the related party transaction the amount towards Provision for Investment, Receivables and Others are:

1. Provision for Investments to the extent of 90% r Rs.608,596/- already made. During the year balance 10% of Rs.67,622/- taken provision.

2. Provision for Receivables of Rs.2,005,040/- already made.

3. Provision for Other Advances of Rs.14,11,742/- already made.

4. Quantitative details:

The Company is engaged in the Development of Computer Software and IT Enabled Services (ITES). The sale and production of such software cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and certain information as required under Paragraphs 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956.

5. Other Liabilities:

Other Liabilities includes an amount of Rs.6.26 Lakhs relating to Hire Purchase of cars excluding Hire charges, and the said loan was secured by hypothecation of the said cars.

6. Segment-wise / Product-wise performance

Business Segments of the Company are primarily Software Development Services in respect of offshore projects working in India and IT-Enabled Services.

Geographical revenues are segregated based on the location of the customer who is invoiced or in relation to which the revenue is otherwise recognized.

7. Dues to Micro, Small and Medium Enterprises:

As of March 31, 2010, the Company had no outstanding dues to Micro, Small and Medium Enterprises (As of March 31, 2009- Rs. Nil)

8. Sundry Debtors:

Sundry Debtors include an amount of Rs.31,688,626/- due from Saven Technologies Inc., a subsidiary in USA, (out of which an amount of Rs.61.38 Lakhs has been provided for provision for doubtful debts) which has been provided in full as provision for doubtful debts in the books of accounts.

9. Reclassification:

The previous years figures have been recast, regrouped, rearranged wherever necessary, to conform to the current years classification.