Directors Report of Softech Infinium Solutions Ltd.

Mar 31, 2014

THE SHAREHOLDERS OF M/s SOFTECHINFINIUM SOLUTIONS LIMITED.

The Directors have great pleasure in presenting the TWENTY FIRST ANNUAL Report of your Company together with Audited statement of Accounts for the year 31st March, 2014.

FINANCIAL RESULTS:

The Financial results of the Company are as follows

Rs. in lakhs Rs. in lakhs 2013-2014 2012-2013

Sales and other Income 8.80 629.29

Gross Profit before Depreciation and Tax (2.14) 60.55

Depreciation 49.82 52.96

Profit/Loss before Tax (51.96) 7.59

Provision for Tax - 1.45

Profit after Tax (51.96) 6.14

Proposed Dividend - -

Surplus brought forward from previous year 53.96 47.82

Profit and Loss Account Carried over 2.00 53.96

The above operational results are the same in respect of both consolidated and Unconsolidated Financial Results as no transaction commenced by the New Zealand Subsidiary Company 'SOFTECHIN LIMITED'.

OPERATIONS AND PROSPECTS:

During the period under report, the Company was yet to recover from recession and however, the company continues to explore expansion to e commerce and e education activities during the forthcoming years. During the year under report, the company used the resources for capacity build up and consolidation by identifying potential markets and improving the products for future business.

During the year under report, Sales and other Income of the company is Rs. 8.80 Lakhs as against Rs. 629.29 Lakhs in the previous year. The profit after tax is Rs. (51.96)

Lakhs as against Rs. 6.14 Lakhs in the previous year. The Board is not recommending dividend for the year in the absence of profits.

DIRECTORS:

The directors had not drawn any sitting fee for attending Board Meetings and other meetings during the year under report. Mr. M.Muraleedharan retires by rotation and seeks reappointment. Your Directors recommends to appoint a woman director and independent directors as required by the Companies Act, 2013.

AUDITORS:

The retiring auditor M/s. SB SB AND ASSOCIATES, Chartered Accountants retires at the conclusion of this Annual General Meeting and a Certificate under section 139 of the Companies Act,2013 has been received from them for reappointment. M/s SB SB AND ASSOCIATES, Chartered Accountants was holding the office as Auditors for years 2011-12 and 2012-13. Prior to this, Mr. D.Sharath Kumar, Chartered Accountants was the auditor of the company and Mr. D.Sharath Kumar, Chartered Accountants is a partner of M/s SB SB AND ASSOCIATES. Further, pursuant to third proviso to Section 139(2) of the Companies Act,2013 the company is required to comply with the limits on number of years for appointment of auditor within three years. Hence, it has been proposed and recommended for the reappointment of retiring auditor M/s. SB SB AND ASSOCIATES, Chartered Accountants for the period of three years to hold office from the conclusion this Annual General meeting till the conclusion of Annual General Meeting to be held during year 2017

CONSERVATION OF ENERGY:

The Company continues efforts to conserve energy by economizing use of electricity.

RESEARCH AND DEVELOPMENT: '

Nil

PARTICULARS OF EMPLOYEES U/S 217 (2A):

Nil

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors states that:

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

(ii) the directors had selected such accounting policies applied by them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

iv) the directors had prepared the annual accounts on a going concern basis. REPORT ON CORPORATE GOVERNANCE:

During the year under report, your Company was having Four Directors out of which two were Independent directors. Your company is complying with all the Listing requirements of Corporate Governance.

1. A brief statement on company's philosophy on code of governance:

The Company is truly a professionally managed company with a qualified company secretary (CS) and cost accountant (CMA) as Promoter of the Company with independent directors in the Board of Directors.

2. Board of Directors: (Tear 2013-14)

(i) Composition and category of directors during the year:

Promoter Professional Non Executive Chairman - 1 ( One)

Promoter's Relative Non Executive Director - 1 (One)

Independent Non Executive Directors - 2 (One)

a. The Promoter Mr. Gopi Narayanan Yadav, Chairman is a Graduate in Commerce and Law. He is a Corporate Professional with Software qualifications and experience as Systems Analysts and Architect. Mr. Gopi Narayanan Yadav is fellow member of the Institute of Company Secretaries of India (FCS) and Associate member of Institute of Cost Accountants of India (ACMA). He is having rich corporate experience of over 30 years in the senior management of various companies. Mr. Muraleedharan is a Graduate in Social Science and is also a Master Graduate in 'Gandhian Thought' with over 23 years of experience as a Finance & Investment Consultant. Mr. D.Subramanian is a qualified M.Sc., Chemistry, DCA.,MS.PPM., Auto Cadd., MCSE., P.G.Diploma in Production Management with over 19 years of industrial experience in reputed pharma companies such as Nicholas piramal India ltd.,(Chennai) as Manager.(2004-2010), Sun pharmaceutical industries ltd., as manager production.(2001- 2004), Kumar organics ltd., as Jr. manager production^ 1997-2001) and Malladi Drugs & Biotics ltd., as officer.( 1993-1997). The Company hopes to utilise his knowledge & experience for the existing business as well as for diversification. Mr. M. IYAMPERUMAL is a software professional, a Engineering Graduate (B.E) in Computer Engineering.

NAME OF DIRECTOR NATURE OF NUMBER OF BOARD DIRECTOR MEETINGS ATTENDED. TOTAL SEVEN (7)

Gopi Narayanan Yadav Chairman - Non Executive SEVEN ( 7) (Promoter)

M.Muraleedharan Director-Non Executive SEVEN (7) (Relative)

D.Subramanian Director - Non Executive SEVEN (7) Independent

M.Iyamperumal Director - Non Executive SEVEN (7 ) Independent

(ii) Attendance of each director at the BOD meetings and the last AGM.

SL DATE OF BOARD ATTENDANCE OF DIRECTORS No. MEETING / GENERAL TOTAL SEVEN (7) BOARD MEETINGS , MEETINGS ONE (1) AGM

1 03-05-2013 FOUR (4)

2. 30-05-2013 FOUR (4)

3 30-08-2013 FOUR (4)

4. 02-09-2013 FOUR (4)

5. 28-09-2013 AGM FOUR (4)

6. 14-11-2013 FOUR (4)

7. 09-01-2014 FOUR (4)

8. 12-02-2014 FOUR (4)

(iii) Number of other BODs or Board Committees in which he/she is a member or Chairperson:

Name of the Director Name of Company BOD or Committees

GREEN WINSUN POWER GopiNarayanan Yadav / PRIVATE LIMITED Chairman / Director M.Muraleedharan

YADAVA DAIRY BEST GopiNarayanan Yadav/ PRIVATE LIMITED Chairman/Director M.Muraleedharan

YADAV MEDIA PRIVATE GopiNarayanan yadav LIMITED Chairman

A2ZCLOUDSOFT PRIVATE GopiNarayanan Yadav / LIMITED Chairman / Director M.Muraleedharan

SYMED ECO BIOTECH Gopi Narayanan Yadav/ PRIVATE LIMITED Chairman/Director D.Subramanian

MOON MARS HOUSING Gopi Narayanan Yadav/ PRIVATE LIMITED Chairman/ Director D.Subramanian

VAMSI BUSINESS ZT. Gopi Narayanan Yadav/ ACADEMY PRIVATE Chairman/ Director D.Subramanian LIMITED

ECCENTRIC ENGINEERING Gopi Narayanan Yadav/ PROFESSIONAL Chairman/Director D.Subramanian CONSULTANCY PRIVATE LIMITED

DUSUJA HEALTHCARE , D.Subramanian PRODUCTS PRIVATE Chairman and Mana LIMITED ging Director

TEBMA SHIPYARDS Gopi Narayanan Yadav/ LIMITED Independent Direc D.Subramanian (From 27/03/2013) tor Independent Director

Number of BOD meetings held, dates on which held.

NAME OF DIRECTOR NAME OF COMPANY DATES OF BOD

GREEN WINSUN POWER 21-06-2013,30-08-2013 GopiNarayanan Yadav/ PRIVATE LIMITED 25-10-2013,31-03-2014 M.Muraleedharan

YADAVA DAIRY BEST 21-06-2013,30-08-2013 GopiNarayanan Yadav / private LIMITED 25-10-2013,31-03-2014 M.Muraleedharan

GopiNarayanan Yadav YADAV MEDIA PRIVATE 21-06-2013,30-08-2013 LIMITED 25-10-2013,31-03-2014

A2Z CLOUDSOFTPRIVATE 21-06-2013,30-08-2013 GopiNarayanan Yadav / LIMITED 09-11-2013,31-03-2014 M.Muraleedharan

SYMED ECO BIOTECH 21-06-2013,09-08-2013 Gopi Narayanan Yadav/ PRIVATE LIMITED 09-11-2013,31-03-2014 D.Subramanian

MOON MARS HOUSING 13-11-2013,03-12-2013 Gopi Narayanan Yadav/ PRIVATE LIMITED (Date of 31-03-2014 D.Subramanian Incorporation 25/10/ 2013)

VAMSI BUSINESS 23-11-2013,03-12-2013 Gopi Narayanan Yadav/ ACADEMY PRIVATE 31-03-2014 D.Subramanian LIMITED (Date of Incorporation 20/11/ 2013)

ECCENTRIC ENGINEERING 13-11-2013,03-12-2013 GoPi Narayanan Yadav/ PROFESSIONAL 31-03-2014 D.Subramanian CONSULTANCY PRIVATE LIMITED (Date of Incorporation 18/10/2013)

DUSUJA HEALTHCARE 21-06-2013,30-08-2013 D.Subramanian PRODUCTS PRIVATE 09-11-2013,31-03-2014 LIMITED

TEBMA SHIPYARDS NIL Gopi Narayanana Yadav LIMITED D.Subramanian (From 27/03/2013)



3. Audit Committee.

(i) Composition and category of directors:

Independent Non Executive Chairman - 1 ( One)

Promoter Group Non Executive Member - 1 (One)

Independent Non Executive Member - 1 (One)

SI. NAME OF DIRECTOR NATURE OF NUMBER OF No. DIRECTOR COMMITEE MEETINGS ATTENDED. TOTAL FIVE (5)_

1. D.Subramanian CHAIRMAN-Non FIVE (5) Executive Independent

2. Gopi Narayanan Yadav MEMBER-Non FIVE (5) Executive (Promoter)

3. M.Iyamperumal MEMBER-Non FIVE (5) Executive Independent

(ii) Attendance of each director at the COMMITTEE meetings.

SL DATE OF COMMITTEE ATTENDANCE OF DIRECTORS No. MEETING. TOTAL FIVE (5) COMMITTEE MEETINGS.

1 30-05-2013 THREE (3)

2. 30-08-2013 THREE (3)

3. 02-09-2013 THREE (3)

4. 14-11-2013 THREE (3)

5. 09-01-2014 THREE (3)

4. Nomination and Remuneration Committee.

(i) Composition and category of directors:

Independent Non Executive Chairman - 1 ( One)

Promoter Group Non Executive Member - 1 (One)

Independent Non Executive Member - 1 (One)

SI. NAME OF DIRECTOR NATURE OF NUMBER OF No. DIRECTOR COMMITEE MEETINGS ATTENDED. TOTAL FIVE (5)

1. D.Subramanian CHAIRMAN-Non FIVE (5) Executive Independent

2. Gopi Narayanan Yadav MEMBER-Non FIVE (5) Executive (Promoter)

3. M.Iyamperumal MEMBER-Non FIVE (5) Executive Independent

(ii) Attendance of each director at the COMMITTEE meetings.

SL DATE OF COMMITTEE ATTENDANCE OF DIRECTORS No. MEETING. TOTAL FIVE (5) COMMITTEE MEETINGS.

1. 30-05-2013 THREE (3)

2. 30-08-2013 THREE (3)

3. 02-09-2013 THREE (3)

4. 14-11-2013 THREE (3)

5. 09-01-2014 THREE (3) *

5. Shareholders Committee.

(i) Composition and category of directors:

Independent Non Executive Chairman - 1 ( One)

Promoter Group Non Executive Member - 1 (One)

Independent Non Executive Member - 1 (One)

SI. NAME OF DIRECTOR NATURE OF NUMBER OF No. DIRECTOR COMMITEE MEETINGS ATTENDED. TOTAL FIVE (5)

1. D.Subramanian CHAIRMAN-Non FIVE (5) Executive Independent

2. Gopi Narayanan Yadav MEMBER-Non FIVE (5) Executive (Promoter)

3. M.Iyamperumal MEMBER-Non FIVE (5) Executive Independent

(ii) Attendance of each director at the COMMITTEE meetings.

SL DATE OF COMMITTEE ATTENDANCE OF DIRECTORS No. MEETING. TOTAL FIVE (5) COMMITTEE MEETINGS.

1. 30-05-2013 THREE (3)

2. 30-08-2013 THREE (3)

3. 02-09-2013 THREE (3)

4. 14-11-2013 THREE (3)

5. 09-01-2014 THREE (3)

6. General Body meetings.

(i) Location and time, where last three AGMs / EGM held.

MEETING DATE TIME PLACE

18th AGM 29-9-2011 10.35 A.M Sofiech's R&D Technology Centre, No. 1, Precision Plaza, New No.397, Anna Salai, Near Vanavil, Teynampet, Chennai - 600 018_

EGM 10-9-2012 10.05 A.M Softech's R&D Technology Centre, No. 1, Precision Plaza, New No.397, Anna Salai, Near Vanavil, Teynampet, Chennai - 600 018_

19th AGM 29-9-2012 10.35 A.M Softech's R&D Technology Centre, No. 1, Precision Plaza, New No.397, Anna Salai, Near Vanavil, Teynampet, Chepnai - 600 018

20th AGM 28-9-2013 11.00 A.M (Registeredoffice: No.29, Precision Plaza, New No. 397, Anna Salai, Near Vanavil, Teynampet, Chennai 600018.

(ii) Whether any special resolution passed in the previous 3 AGMs / EGM: YES

(iii) Whether any special resolution passed last year through postal ballot - details of voting pattern: NIL

(iv) Person who conducted the postal ballot exercise NOT APPLICABLE

(iv) Whether any special resolution is proposed to be conducted through postal ballot: NO

(v) Procedure for postal ballot: NOT APPLICABLE

7. Disclosures.

(i) Disclosures on materially significant related party transactions that may have potential conflict with the interests of company at large. NIL

(ii) Disclosure of accounting treatment, if different, from that prescribed in Accounting Standards with explanation. NIL

(iii) Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years: Nil

(iv) Whistle Blower policy and affirmation that no personnel has been denied access to the audit committee.

The company implemented adequate mechanism for employees to report to the management the unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. This mechanism provides adequate safeguards of secrecy of informants against victimization of employees. It provides for direct access to the Chairman of the Board of Directors and to Chairman of other committee of directors including Audit Committee. The details of the mechanism has been duly communicated to and understood by all the employees within the organization.

8. Means of communication. All statutory communications are made by post and replies made to shareholders promptly.

9. Shareholder information: Shares are listed and traded at Madras and Mumbai stock Exchanges. Demat with NSDL and CDSL Vide ISIN INE 181K 01019.

(i) Registrar and Transfer Agents: Cameo Corporate Services Limited,

No.l, Club House Road, Chennai -'600 002.

(ii) Address for correspondence: Suit No. 29, Precision Plaza, New No.397, Anna Salai, Near Vanavil, Teynampet, Chennai - 600 018

10. Other Requirements: Necessary Certificate from CEO / Chairman and Compliance certificate from auditors pursuant to clause 49 of the Listing Agreement are annexed to this report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable contribution and unstinted efforts and spirit of dedication shown by the employees of the Company during the year. They also acknowledge with thanks the assistance and the Co- operation extended to your Company by the bankers.

On behalf of the Board of Directors

Place: Chennai Date: 03rd September 2014 GOPI NARAYANAN YADAV Chairman

---

Mar 31, 2013

To THE SHAREHOLDERS OF M/s SOFTECH INFINIUM SOLUTIONS LIMITED.

The Directors have great pleasure in presenting the TWENTEENTH ANNUAL Report of your Company together with Audited statement of Accounts for the year 31sl March, 2013.

FINANCIAL RESULTS:

The Financial results of the Company are as follows

Rs. in lakhs Rs. in lakhs 2012-2013 2011-2012

Sales and other Income 629.29 934.65

Gross Profit before

Depreciation and Tax 60.55 124.08

Depreciation 52.96 47.83

Profit/Loss before Tax 7.59 76.25

Provision for Tax 1.45 14.36

Profit after Tax 6.14 61.89

Proposed Dividend

Surplus brought forward from previous year 154.93 93.04

LESS: Prior Year Adjust. 107.11 47.82

Profit and Loss Account Carried over 53.96 154.93

The above results are the same in respect of both consolidated and Unconsolidated Financial Results as no transaction commenced by the New Zealand Company ''SOFTECHIN LIMITED''.

OPERATIONS AND PROSPECTS:

During the period under report, the Company experienced the slowdown of Indian Industry as we predominantly engaged in domestic business only. With it''s products of proven operational efficiency and technical capability built over the years, your company hopes to expand to overseas business. Also, the company explores expansion of e commerce and e education activities during the forthcoming years so that the financial results could be improved.

During the year under report, Sales and other Income of the company is Rs. 629.29 Lakhs as against Rs. 934.65 Lakhs in the previous year. The profit after tax was Rs. 6.14 Lakhs as against Rs. 61.89 Lakhs in the previous year. No dividend recommended by the Board during the year.

Your company along with New Zealand company SOFTECHIN LIMITED plans to commence the business operations in the field of online education with virtual class room interactive technologies and also to explore other business opportunities.

DIRECTORS:

Mr. M.IYAMPERUMAL was co-opted as an additional director on 23/02/2013 and retires during this Annual General Meeting and his re appointment is duly proposed at this meeting.

The directors had not drawn any sitting fee for attending Board Meetings and other meetings during the year under report.

AUDITORS:

The retiring auditor M/s. SB SB AND ASSOCIATES, Chartered Accountants retires at the conclusion of this Annual General Meeting and a Certificate under section 224(1B) of the Companies Act, 1956 has been received from them for reappointment.

CONSERTION OF ENERGY:

The Company continues efforts to conserve energy by economizing use of electricity.

RESEARCH AND DEVELOPMENT:

Nil

PARTICULARS OF EMPLOYEES U/S 217 (2A):

Nil

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors states that:

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

ii) the directors had selected such accounting policies applied by them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

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

By order of the Board Date : 02nd September 2013

Place: Chennai Gopi Narayanan Yadav

Chairman

---

Mar 31, 2012

The Directors have great pleasure in presenting the NINETEENTH ANNUAL Report of your Company together with Audited statement of Accounts for the year 31st March, 2012.

FINANCIAL RESULTS:

The Financial results of the Company are as follows

Rs. in lakhs Rs. in lakhs

2011-2012 2010-2011

Sales and other Income 934.65 787.35

Gross Profit before

Depreciation and Tax 124.08 96.40

Depreciation 47.83 39.80

Profit/Loss before Tax 76.25 56.60

Provision for Tax 14.36 8.75

Profit after Tax 61.89 47.86

Proposed Dividend - -

Written back provision not requd. - 0.12

Surplus brought forward

from previous year 93.04 45.06 Profit and Loss Account

Carried over 154.93 93.04

The above results are the same in respect of both consolidated and Unconsolidated Financial Results as no transaction commenced by the New Zealand Company 'SOFTECHIN LIMITED'.

OPERATIONS AND PROSPECTS:

During the period under report, the Company is successfully continuing its ISO Compatible ERP software, Education Software and also continuing it's R & D activities particularly on Virtual Reality Technology and Virtual Physiological Human Technology in addition to continuing it's web technologies and dot com business.

During the year under report, the Sales and other Income of the company rose to Rs. 934.65 Lakhs as against Rs. 787.35 Lakhs in the previous year. Also, the profit after tax was Rs. 61.89 Lakhs as against Rs. 47.97 Lakhs previous year. As a conservative and prudent management, no dividend has been recommended by the Board of Directors.

Your company formed a new company in New Zealand by name SOFTECHIN LIMITED to commence the business operations in the field of online education with virtual class room interactive technologies and also explores other business opportunities.

During this year, your company was appointed by M/s Quick Report Software Private Limited as an authorised distributor for Sale of 'MyReportSuite', a Business Intelligence Software. Also, the company was appointed as Authorised Distributor by M/s Knowlarity Communications Private Limited for the various Cloud Telephony Products such as SuperFax - (Send and receive Faxes on email), Super Receptionist - (Online Incoming IVR), Custom Hosted IVR Solutions, Super Caller - (Multiple dialing simultaneously- Voice SMS), Click 2 Call - (Connects to your web customers with a link), Super Conference - (Cloud Telephony secured conference), Personal Emergency Notification.

CARE RATINGS:

Your directors are happy to inform that your company has been appraised by M/s Credit Analysis and Reasearch Limited and has been awarded CARE Ratings of "SE2A" meaning 'High Performance Capability and High Financial Strength'. With this, the company hopes to have further customer recognition for increasing business in the ensuing years.

DIRECTORS:

Dr. S.Madhanakumar, Additional Director retired at the previous AGM on 29/9/2011. Mr. R.MARIAPPAN, Director resigned on 16/08/2012. The Board of Directors places on record the appreciation for the valuable services rendered by them. Mr. D.SUBRAMANIAN was co-opted as an additional director on 16/08/2012 and retires during this Annual General Meeting and his re appointment is duly proposed at this meeting.

The directors had not drawn any sitting fee for attending Board Meetings and other meetings during the year under report.

AUDITORS:

The retiring auditor M/s. D.Sharath Kumar, Chartered Accountants intimated his desire to continue as statutory auditor of the company in the name of M/s SB SB AND ASSOCIATES, a Firm of Chartered Accountants in which Mr. D.Sharath Kumar is a Partner. Accordingly, letter of resignation was submitted by Mr. D.Sharath Kumar and the willingness to get appointed as Statutory Auditor along with Certificate under section 224(1) read with 224(1B) of the Companies Act, 1956 was received from M/s SB SB AND ASSOCIATES, Chartered Accountants for such appointment.

CONSERTION OF ENERGY:

The Company continues efforts to conserve energy by economizing use of electricity.

RESEARCH AND DEVELOPMENT:

---------------------------------------------Nil----------------------

PARTICULARS OF EMPLOYEES U/S 217 (2A):

---------------------------------------------Nil----------------------

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors states that:

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

ii) the directors had selected such accounting policies applied by them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

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

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable contribution and unstinted efforts and spirit of dedication shown by the employees of the Company during the year. They also acknowledge with thanks the assistance and the Co- operation extended to your Company by the bankers.

On behalf of the Board of Directors

Place: Chennai

Date: 04th September 2012 GOPI NARAYANAN YADAV

Chairman

---

Mar 31, 2010

The Directors have great pleasure in presenting the SEVENTEENTH ANNUAL Report of your Company together with Audited statement of Accounts for the year 31st March, 2010.

FINANCIAL RESULTS:

The Financial results of the Company are as follows

Rs. in lakhs Rs. in lakhs 2009-2010 2008-2009

Sales and other Income 672.13 309.88

Gross Profit before

Depreciation and Tax 74.11 19.69

Depreciation 22.96 17.42

Profit/Loss before Tax 51.15 2.27

Provision for Tax 8.03 0.62

Profit after Tax 43.12 1.65

Proposed Dividend - -

Surplus brought forward

from previous year 1.94 0.29

Profit and Loss Account

Carried over 45.06 1.94

OPERATIONS AND PROSPECTS:

During the period under report, the Company concentrated more into the software area in addition to continuing its web technologies and dot com business. In view of the Global recovery the scope for software business is very good. The Sales and other Income of the company rose to Rs. 672.13 Lakhs as against Rs. 309.88 Lakhs in the previous year. Also, the profit after tax was Rs. 43.12 Lakhs as against Rs. 1.65 Lakhs previous year.

DIRECTORS:

Mr. Mr. M. MURALEEDHARAN retires by rotation and his reappointment is proposed. Mr. KAMALA KANNAN resigned from the Board from 01/07/2010. Mr.S. MADHANAKUMAR was co-opted as Additional Director with effect from 30/07/2010.

The directors had not drawn sitting fee for attending Board Meetings during the year under report.

AUDITORS:

M/s. D.Sharath Kumar, Chartered Accountants retires at the conclusion of this Annual General Meeting and a Certificate under section 224(1B) of the Companies Act, 1956 has been received from them for reappointment.

CONSERTION OF ENERGY:

The Company continues efforts to conserve energy by economizing use of electricity.

RESEARCH AND DEVELOPMENT:

Nil

PARTICULARS OF EMPLOYEES U/S 217 (2A):

Nil

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors states that:

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

ii) the directors had selected such accounting policies applied by them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

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

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable contribution and unstinted efforts and spirit of dedication shown by the employees of the Company during the year. They also acknowledge with thanks the assistance and the Co- operation extended to your Company by the bankers.

On behalf of the Board of Directors

Place: Chennai

Date: 02nd September 2010 P.N.Gopinathan

Chairman