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Directors Report of TechNVision Ventures Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their 35th Annual Report and audited financials for the financial year 2014-15. The financial highlights of the Company are as follows:

Financial Results

(Rs, in Lakhs)

STANDALONE CONSOLIDATED

PARTICULARS

2014-2015 2013-2014 2014-2015 2013-2014

Total Income 488.58 446.92 3378.72 3241.29

Operating Profit 16.64 13.55 315.38 68.60

Finance Charges 0.51 0.75 4.75 296.44

Depreciation And Amortization 18.10 3.11 184.32 95.99

Profit / (Loss) Before Tax (1.97) 9.69 126.31 (323.84)

Provision for Tax (2.48) 5.23 13.89 19.88

Prior Period Adjustment Nil Nil Nil Nil

Profit / (Loss) Afer Tax 0.50 4.46 112.42 (343.72)

Profit bought forward from previous year 660.45 655.99 724.83 1068.55

Surplus carried forward 659.95 660.45 837.25 724.83

Earnings Per Share 0.008 0.07 0.96 (5.10)

State of Company Affairs

During the Period under review the revenue from operations and other income was Rs, 488.58 representing an increase of 9.32% over the previous year. For the Financial ended on 31st March, 2015, the Company's Loss before tax stood at Rs, 1.97 Lakhs as compared to the Profit of Rs, 9.69 Lakhs in the previous year.

Dividend

Your Directors', keeping in view of the prevailing circumstances, have decided not to recommend payment of any dividend for the year.

Subsidiary Companies

The Company has two subsidiaries (apart from step down subsidiary companies) as on March 31, 2015. A Statement containing the details of the subsidiaries of the Company is appended as an annexure to this Report.

1. SITI Corporation Inc., USA

2. AccelForce Pte. Ltd., Singapore

Step Down Subsidiaries of AccelForce Pte Ltd., Singapore

1. Solix Technologies Inc., USA

2. Emagia Corporation., USA

3. Solix Softech Private Limited, India (Subsidiary of Solix Technologies Inc., USA)

Business Plans

Our ability to create value in our portfolio companies has always been underpinned by the differentiated scale of resources, knowledge and networks. With a track record in delivering innovative value creation solutions, we have developed a highly-effective approach and that will continue to be our key execution strategy.

We offer a wide range of software products that can be sold individually to solve specific technical challenges, but the emphasis of our product development and sales efforts is to create products that enable businesses to be more cost- effective, agile and efficient. We divide our products into three major groups: Enterprise Data Management, Enterprise Cash Flow Management and Enterprise Talent Management.

Enterprise Data Management

According to a recent survey by Gartner, data growth is now the leading data center infrastructure challenge1. Left unchecked data growth impacts application performance, increases costs and challenges compliance objectives.

"While all the top data center hardware infrastructure challenges impact cost to some degree, data growth is particularly associated with increased costs relative to hardware, software, associated maintenance, administration and services," said April Adams, research director at Gartner2.

Structured data growth is capable of stripping entire data centers of cooling and power capacity. Data replication and disaster recovery processes are impacted because more and more data is harder and harder to move. System availability is reduced as mission critical batch processes are no longer able to execute within scheduled times, and "outage windows" necessary to convert ERP data during upgrade cycles extends from hours to days.

Unstructured data growth poses just as serious a challenge. Email, images, video, machine generated data and social fles are equally as critical to business success, and unstructured data is being created and stored at an even higher rate.

And equally important, increasing user demand for specialized analytics to mine enterprise data for better business results has compounded the data growth challenge. Gartner has remarked that, "by 2016, 75% of structured data archiving applications will incorporate support for big data analytics.

1 htp://www.gartner.com/newsroom/id/1460213

2 htp://www.gartner.com/it/page.jsp?id=1460213

3 htp://www.solix.com/company/solix-positoned-as-a-leader-gartner- mq-structured-data-archiving-applicaton- retirement

Enterprise Cash Flow Management

Cashbox is the lifeblood of any business. Today's corporations face tremendous pressure to maximize receivables performance. Also known as trade credit, receivables are the most cost efficient resources to accelerate the cash fow.

Lack of timely information on receivables stored in multiple disparate systems and the complexity introduced by disconnected manual processes, impede many finance executives' ability to measure and monitor credit risk and collections efficiency.

Effective receivables management involves ensuring effective credit policy management and automation of credit-to-cash processes, which increase the efficiency of a form's cash conversion operations. Accelerating revenue cycles and lowering credit maximizes the value of the from.

Enterprise Talent Management

We will continue to strengthen our products and services strength in technology and IT related recruiting automation and services. Our technology solutions coupled with RPO services add value to talent management and staffing organizations. Our plans continue to strengthen our technology enhanced recruitment process outsourcing services to our customers in North America.

Our professional services include a wide range of consulting services such as systems planning and design, installation and systems integration based on our suite of products. We offer our professional services with the initial deployment of our products as well as on an ongoing basis to address the continuing needs of our customers. We also have relationships with resellers, professional service organizations and system integrators which include their participation in the deployment of our products to our customers. These relationships help promote our product and service offerings and provide additional technical expertise to enable us to provide the full range of professional services our customers require to deploy our products.

We offer a suite of software support and maintenance options that are designed to meet the needs of our diverse customer base. These support options include 24 hour coverage that is available seven days a week, 365 days a year, to meet the needs of our global customers. To accomplish this level of support we have established a worldwide support organization with major support centers in Santa Clara, California, USA and Hyderabad, India and also thru our reseller network. In addition to support teams around the globe, we have a customer support website that provides our customers with the ability to submit service requests receive confirmation that a service request has been opened and obtain current status on these requests. Additionally, the customer support website provides access to our support procedures, escalation numbers to provide updates and new information about our products.

Consolidated financial statements

In compliance with Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with Accounting Standard AS-23 on Accounting for Investments in Associates and Section 129(3) and other relevant provisions of Companies Act 2013, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended on March 31, 2015, which form part of this Annual Report. The Company will make available the Annual Reports of the aforesaid subsidiaries upon request by any member/investor of the Company/subsidiary companies. Further, the Annual Reports of the subsidiary companies will also be kept open for inspection by any member/investor at the Company's registered office and that of the subsidiaries concerned.

Number of Meetings of the Board of Directors

During the year ended on 31st March 2015, Six Board Meetings were held.

The date on which the Board meetings were held were 29th May, 2014, 25th July, 2014, 29th October, 2014, 22nd December, 2014, 30th January, 2015 and 27th March, 2015.

Directors Responsibility Statements as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the Annual Accounts for the year ended on 31st March, 2015, the applicable

Accounting Standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and that there are no material departures from the same;

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, 2015 and of the Profit for the year ended on that date;

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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv. the Annual Accounts for the year ended on 31st March, 2015 have been prepared on a going concern basis. v. the Directors had laid down Internal Financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

Statement of Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies act, 2013

The Independent Directors have submitted the declaration of independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6).

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of following Four Directors namely Mr. G.R. Venugopala Chary,

Mr. Jnana Ranjan Dash, Dr. Rafq K. Dossani and Mr. G. Parameswara Rao as members Brief description of terms of reference:

- identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

- carry on the evaluation of every director's performance; formulation of the criteria for determining qualifications, positive attributes and independence of a director;

- recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- formulation of criteria for evaluation of Independent Directors and the Board;

- devising a policy on Board diversity; and

- any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

The objectives of the Policy

1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2. To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013

The particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure - I to this Report.

Extracts of Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - II to this Report.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - III to this Report.

Risk Management Committee

Risk Management Committee consists of the following persons namely Mr. G. Parameswara Rao, Chairman and Director,

Mr. G.R. Venugopala Chary, Director and Mrs. Geetanjali Toopran Executive Director & CFO.

The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures laid down to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company for the financial year 2014-15 yet the Company has been, over the years, pursuing as part of its corporate philosophy. The company has formulated a CSR policy and the same is available the Company's website.

Mechanism for Evaluation of Board

Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

A) Criteria for evaluation of Board of Directors as a whole

i. Identifying, Defying and Extent of realizing the corporate objectives

ii. Regular monitoring of plans and Corporate results against projections.

iii. Direct, monitor and evaluate Key managerial personnel, Senior officials.

iv. Review of company's ethical conduct.

v. The fowl of information to board members and between board members;

vi. Identify, monitor and mitigate significant corporate risks

B) Criteria for evaluation of the Individual Directors

i. Leadership and stewardship abilities.

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Assess policies, structures and procedures.

iv. Review of strategic and operational plans and objectives.

v. Statutory compliance & Corporate governance;

vi. Attendance and contribution at Board/Committee meetings;

Details of loans, guarantees and investments

Name and Address of the Nature of transaction Date of making Person or Body Corporate (whether Loan/ Loan/Acquisition/ to whom it is made or given Guarantee/Security/ Giving Guarantee/ or whose securities have Acquisition) Providing Security been acquired (Listed / Unlisted entities)

Siti Corporation Inc., USA, Acquisition of Shares 31.12.2014 Unlisted – Wholly Owned Subsidary

Siti Corporation Inc., USA, Acquisition of Shares 31.01.2015 Unlisted - Wholly Owned Subsidary

Nature of Transaction Amount of Purpose for (Whether Loan/ Loan/Security/ which it is used Guarantee/ Security Acquisition/ by Receipient Acquisition Guarantee

Acquisition of Shares Expansion of its Rs, 6,279,750 Business Activities

Acquisition of Shares Expansion of its Rs, 6,106,200 Business Activities

TOTAL Rs, 12,385,950

Directors and Key Managerial Person

Mrs. Veena Gundavelli, Managing Director, retire by rotation and being eligible offer herself for re-appointment at the ensuing Annual General Meeting.

Mrs. Geetanjali Toopran, Director, retire by rotation and being eligible offer herself for re-appointment at the ensuing Annual General Meeting.

Details of Directors or Key Managerial Personnel who were appointed or have resigned during the Year

Mr. Sulabh Mishra, Company Secretary has resigned with effect from 11.06.2014.

The Board of Directors in their meeting held on 12th June, 2015 have appointed Mr. D. Santosh Kumar as a Company Secretary in pursuance of Section 203 and other applicable provisions of the Companies Act, 2013 with effect from 12th June, 2015.

The Board of Directors in their meeting held on 22nd December, 2014 have appointed Mrs. Geetanjali Toopran, who is an Executive Director and a Member of Audit Committee as a Chief Financial Officer in pursuance of Section 203 and other applicable provisions of the Companies Act, 2013 with effect from 22nd December, 2014.

Deposits

The Company has not accepted any deposits from the Public covered by the provisions of Section 73 of the Companies Act, 2013.

AUDITORS

Statutory Auditors

M/s. Ramu and Ravi, (Firm Registration No. 006610S), Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 26.09.2014 until the conclusion of next Annual General Meeting. Hence they offered themselves for reappointment and have confirmed their eligibility in terms of the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rules, 2014. Therefore, reappointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Soumya Dafthadar, Practicing Company Secretary to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure - IV'.

The Secretarial Auditor's Report does not contain any qualifications, reservations or adverse remarks except the following:

The company has not appointed Company Secretary, from the date of resignation of existing Company Secretary till the end of audit period as required/mandated under Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Boards' Reply:

The company was under the process of short listing and finalizing the suitable candidate for the office of Company Secretary of the Company. Despite best efforts from the management, process of selection of appropriate candidate for the above mentioned office got delayed due to shortage of suitable candidates to meet the requirements of the Company.

However, the company has filled up the vacancy as on the even date of this report.

Audit Committee

Audit Committee consists of the following Directors namely Mr. G.R. Venugopala Chary, Chairman of the Committee,

Mr. G. Parameswara Rao, Dr. Rafq K. Dossani, Mr. Jnana Ranjan Dash and Mrs. Geetanjali Toopran. Except Mr.

G. Parameswara Rao and Mrs. Geetanjali Toopran, all the other members of the Audit Committee are Independent Directors.

There is no such incidence where Board has not accepted the recommendations of the Audit Committee during the year under review.

Corporate Governance

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor's Certificate on its compliance.

Disclosure Requirements

Policy in dealing with related party transactions, whistle blower policy, prevention of sexual harassment of women at workplace, corporate social responsibility policy including details of familiarization programme of Independent Directors are available on the company's website: http://www.technvision.com.

Vigil Mechanism

The Board of Directors has adopted a Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - 5 to this Annual Report.

Internal Control Systems and their adequacy

The Company has an adequate internal control system commensurate with the size and complexity of the organization. The Company has undertaken a comprehensive review of all internal control systems to take care of the needs of the expanding size of the Company and also upgraded the IT support systems. A system of internal audit to meet the statutory requirement as well as to ensure proper implementation of management and accounting controls is in place. The Audit Committee periodically reviews the adequacy of the internal audit functions.

Change in the nature of business

There is no change in the nature of business of the Company.

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

No Significant and material orders have been passed during the year by the Regulators or Courts or Tribunals impacting the Going Concern status and company's operations in future.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the financial year ended on 31 March 2015 to the date of signing of the Director's Report.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended on 31 March 2015,the Company has not received any Complaints pertaining to Sexual Harassment from anyone.

CEO'S DECLARATION

Pursuant to the provisions of Clause 49 of the Listing Agreement, a declaration by the Chairman and Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affrmed compliance with the Code of Conduct of the Company is enclosed.

Acknowledgement

Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockiest, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support.

Registered Office: By order of the Board

1486 (12-13-522), Lane No. 13, Street No. 14, TechNVision Ventures Ltd.,

Tarnaka, Secunderabad - 500 017.

Telangana, India

CIN: L51900TG1980PLC054066 sd/-

Phone Nos.: 040-2717 0822, 27175157, 27177951, G. Parmeswara Rao

Fax No.: 040-2717 3240 Chairman

E-Mail:Santosh.diddiga@solix.in DIN: 00050780

Date: 24th July, 2015


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their Thirty Fourth Annual Report and audited financials for the financial year 2013-14. The financial highlights of the Company are as follows:

Financial Results

(Rs. in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED 2013-2014 2012-2013 2013-2014 2012-2013

Total Income 446.92 451.83 3241.29 2,222.71

Operating Profit (PBIDT) 13.55 (2.81) 68.60 135.54

Finance Charges 0.75 6.64 296.44 36.71

Depreciation and Amortization 3.11 1.96 95.99 2.29

Profit Before Tax 9.69 (11.41) (323.84) 96.54

Provision for Tax 5.23 (0.61) 19.88 4.96

Prior Period adjustment Nil Nil Nil Nil

Profit After Tax 4.46 (10.80) (343.72) 91.58

Profit brought forward from previous year 655.99 666.79 1068.55 976.97

Surplus carried forward 660.45 655.99 724.83 1,068.56

EPS 0.07 (0.17) (5.10) 1.30

Company''s performance

For the financial year ended March 31, 2014, Profit from Operations was Rs. 13.55 lakhs, as compared to a profit of Rs. (2.81) lakhs in the corresponding period of the previous year. For the year ended March 31, 2014, the Company''s Profit before Tax stood at Rs. 9.69 lakhs as compared to a Loss of Rs. (11.41) lakhs in the previous year.

Business Plans

Our ability to create value in our portfolio companies has always been underpinned by the differentiated scale of resources, knowledge and networks. With a track record in delivering innovative value creation solutions, we have developed a highly-effective approach and that will continue to be our key execution strategy.

We offer a wide range of software products that can be sold individually to solve specific technical challenges, but the emphasis of our product development and sales efforts is to create products that enable businesses to be more cost- effective, agile and efficient. We divide our products into three major groups: Enterprise Data Management, Enterprise Cash Flow Management and Enterprise Talent Management.

Enterprise Data Management

According to a recent survey by Gartner, data growth is now the leading data center infrastructure challenge1. Left unchecked data growth impacts application performance, increases costs and challenges compliance objectives.

"While all the top data center hardware infrastructure challenges impact cost to some degree, data growth is particularly associated with increased costs relative to hardware, software, associated maintenance, administration and services," said April Adams, research director at Gartner2.

Structured data growth is capable of stripping entire data centers of cooling and power capacity. Data replication and disaster recovery processes are impacted because more and more data is harder and harder to move. System availability is reduced as mission critical batch processes are no longer able to execute within scheduled times, and "outage windows" necessary to convert ERP data during upgrade cycles extends from hours to days.

Unstructured data growth poses just as serious a challenge. Email, images, video, machine generated data and social files are equally as critical to business success, and unstructured data is being created and stored at an even higher rate.

And equally important, increasing user demand for specialized analytics to mine enterprise data for better business results has compounded the data growth challenge. Gartner has remarked that, "by 2016, 75% of structured data archiving applications will incorporate support for big data analytics."3

1. http://www.gartner.com/newsroom/id/1460213

2. http://www.gartner.com/it/page.jsp?id=1460213

3. http://www.solix.com/company/solix-positioned-as-a-leader-gartner- mq-structured-data-archiving-application-retirement/

Enterprise Cash FIow Management

Cashflow is the lifeblood of any business. Today''s corporations face tremendous pressure to maximize receivables performance. Also known as trade credit, receivables are the most cost efficient resources to accelerate the cash flow.

Lack of timely information on receivables stored in multiple disparate systems and the complexity introduced by disconnected manual processes, impede many finance executives'' ability to measure and monitor credit risk and collections efficiency.

Effective receivables management involves ensuring effective credit policy management and automation of credit-to- cash processes, which increase the efficiency of a firm''s cash conversion operations. Accelerating revenue cycles and lowering credit maximizes the value of the firm.

Enterprise Talent Management

We will continue to strengthen our products and services strength in technology and IT related recruiting automation and services. Our technology solutions coupled with RPO services add value to talent management and staffing organizations. Our plans continue to strengthen our technology enhanced recruitment process outsourcing services to our customers in North America.

Our professional services include a wide range of consulting services such as systems planning and design, installation and systems integration based on our suite of products. We offer our professional services with the initial deployment of our products as well as on an ongoing basis to address the continuing needs of our customers. We also have relationships with resellers, professional service organizations and system integrators which include their participation in the deployment of our products to our customers. These relationships help promote our product and service offerings and provide additional technical expertise to enable us to provide the full range of professional services our customers require to deploy our products.

We offer a suite of software support and maintenance options that are designed to meet the needs of our diverse customer base. These support options include 24 hour coverage that is available seven days a week, 365 days a year, to meet the needs of our global customers. To accomplish this level of support we have established a worldwide support organization with major support centers in Santa Clara, California, USA and Hyderabad, India and also thru our reseller network. In addition to support teams around the globe, we have a customer support website that provides our customers with the ability to submit service requests receive confirmation that a service request has been opened and obtain current status on these requests. Additionally, the customer support website provides access to our support procedures, escalation numbers to provide updates and new information about our products.

Dividend

Your Director''s, keeping in view of the prevailing circumstances, have decided not to recommend payment of any dividend for the year.

Directors Re-appointment.

Mr. Sai Gundavelli and Mr. G. parmeswara Rao, Directors, retire by rotation and the Board of Directors of your Company have recommended for the approval of the members, their re-appointment as Non-Executive Directors of your Company, liable to retire by rotation.

Management Discussion & Analysis

The Management Discussion & Analysis form an integral part of this Director''s Report and is presented as separate section to this Annual Report.

Corporate Governance Report

"The Company is continued to be in good compliance with Corporate Governance requirements set in Clause 49 of Listing Agreement with Stock Exchanges. The Corporate Governance Report is presented as a separate section forming part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed with the Report on Corporate Governance." A certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under Clause 49 forms part of this Annual Report.

Statutory Auditors

The Statutory Auditors, M/s. Ramu and Ravi, Chartered Accountants, Hyderabad will retire at the conclusion of the forthcoming Annual General Meeting. The Statutory Auditors have confirmed that their appointment, if made, shall be in accordance with the conditions as prescribed in the Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for appointment within the meaning of Sections 139 and 141 of the Companies Act, 2013. The Board recommends their re-appointment.

Subsidiary Companies

The Company has two subsidiaries (apart from step down subsidiary companies) as on March 31, 2014. A Statement pursuant to Section 212(1)(e ) of the Companies Act, 1956, containing the details of the subsidiaries of the Company, is appended as an annexure to this Report.

1. SITI Corporation Inc., USA

2. AccelForce Pte. Ltd., Singapore

Step Down Subsidiaries of AccelForce Pte Ltd., Singapore

1. Solix Technologies Inc., USA

2. Emagia Corporation., USA

3. Solix Softech Private Limited, India (Subsidiary of Solix Technologies Inc., USA)

Note: Emagia India Private Limited, India, a wholly owned subsidiary company of Emagia Corp., USA has been dissolved w.e.f.

"In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached separately with the Balance Sheet of this Company. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will be available for inspection during business hours at the Registered Office of the Company and that of the respective subsidiary companies on any working day during business hours. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. The Statement pursuant to Section 212 of the Companies Act, 1956, highlighting the summary of the financial performance of our subsidiaries is annexed to this Report."

Consolidated financial statements

In compliance with Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with Accounting Standard AS-23 on Accounting for Investments in Associates and Section 129(3) and other relevant provisions of Companies Act 2013, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended on March 31, 2014, which form part of this Annual Report. The Company will make available the Annual Reports of the aforesaid subsidiaries upon request by any member/investor of the Company/subsidiary companies. Further, the Annual Reports of the subsidiary companies will also be kept open for inspection by any member/investor at the Company''s registered office and that of the subsidiaries concerned.

Deposits

Your Company has not accepted any fixed deposits from the public / corporates during the year under review. As such no amount of principal or interest was outstanding on the date of Balance Sheet.

Conservation of Energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are set out in this report.

Particulars of Employees

"There are no employees who are, in receipt of remuneration of Rs. 60 Lakhs or more per annum, if employed throughout the year or Rs. 5 Lakhs or more per month if employed for a part of the year, falling within the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year ended on March 31, 2014."

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified) with respect to Directors'' Responsibility Statement, it is hereby confirmed that,

i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there is no material departure from the same;

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 financial year and of the profits of the Company for the period;

iii. the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

Acknowledgements

Your Directors take this opportunity to thank the Company''s employees, customers, shareholders, suppliers, bankers, Financial institutions and Central & State governments for their consistent support to the Company. Your Directors also wish to place on record their deep appreciation of the hard work, dedication and commitment of each and every employee towards the success of your Company.

Place: Secunderabad for and on behalf of the Board Date: 29th May 2014 G. Parmeswara Rao Chairman


Mar 31, 2013

The Directors have pleasure in presenting their Thirty Third Annual Report and audited fnancials for the fnancial year 2012-13. The fnancial highlights of the Company are as follows:

Financial Results

(Rs. in Lakhs)

STANDALONE CONSOLIDATED

PARTICULARS

2012-2013 2011-2012 2012-2013 2011-2012

Total Income 451.83 555.31 2,222.71 2,909.96

Operating Profit (PBIDT) (2.81) 8.96 135.54 141.17

Finance Charges 6.64 0.86 36.71 29.72

Depreciation and Amortization 1.96 2.30 2.29 2.31

Proft Before Tax (11.41) 6.66 96.54 109.14

Provision for Tax (0.61) 3.22 4.96 2.90

Prior Period adjustment Nil Nil Nil Nil

Proft After Tax (10.80) 3.45 91.58 106.24

Proft brought forward from previous year 666.79 663.35 976.97 870.73

Surplus carried forward 655.99 666.79 1,068.56 976.97

EPS (0.17) 0.05 1.30 1.88

Company''s Performance

For the fnancial year ended 31st March, 2013, Proft from Operations (PBIDT) isRs. (2.81) lakhs, as compared to a proft of Rs.8.96 lakhs in the corresponding period of the previous year. For the year ended 31st March, 2013, the Company''s Proft before Tax stood atRs.(11.41)lakhs as compared to a Proft ofRs. 6.66 lakhs in the previous year.

Business Plans

Our ability to create value in our portfolio companies has always been underpinned by the diferentiated scale of resources, knowledge and networks. With a track record in delivering innovative value creation solutions, we have developed a highly-efective approach and that will continue to be our key execution strategy.

We ofer a wide range of software products that can be sold individually to solve specifc technical challenges, but the emphasis of our product development and sales eforts is to create products that enable businesses to be more cost- efective, agile and efcient. We divide our products into three major groups: Enterprise Data Management, Enterprise Cash Flow Management and Enterprise Talent Management.

Enterprises are experiencing dramatic growth in data, but often much of the data is stored inefciently—which wastes resources and time. Clearly, enterprises are continuing to invest in more storage/infrastructure every year.

For us, the case for Big Data as a repository for records and retention management is made. Think of the power of having an internal system that makes all company documents, videos, photos, etc., as well as traditional structured data, instantly available to whoever needs it (and has proper authorization to access it) from a central place accessible anywhere the Internet or corporate internal network reaches, on any device the user wants, at any time. And simultaneously protects that data from loss and ensures a single master version of the truth. It can be done with Big Data technologies. We plan to expand our solutions to BigData platform. The key advantages of creating this kind of repository based on Big Data technology include:

No database licensing and maintenance costs: Imagine the money being spent on Oracle, SQL Server, DB2, etc., Open source technology eliminates that.

No Tier 1 storage costs: You can use standard SATA storage, even white box storage as the hyperscale installations do, instead of high cost storage from EMC, Netapp, IBM, HP, etc.

Choice of public or private cloud: If you choose you can eliminate CAPEX entirely and host your repository on Amazon or any of several other public cloud services. Or if you prefer, you can put it in a private cloud in- house.

No Backup/DR costs or issues: The way Big Data is organized, it reduces the need for backup or administrative costs and because it is available across the Internet it supports work from alternative locations in an emergency, as well as routine remote work.

Extended Analytics: Once corporate data, including semi-structured and unstructured documents, etc., are in a Big Data repository, it becomes easy to add third-party data such as weather data, link that to your sales & marketing, & extend analytics beyond your enterprise data.

And one fnal important advantage: Building and running this repository will allow IT to gain valuable experience with the Big Data technologies that clearly will be a big part of the IT future.

On Enterprise Cash Flow Management front, we plan to strengthen our oferings to fnance departments, shared service centers as well as to F&A business process outsourcing centers. Our solution in enterprise and software- as-a-service deployment models will be strengthened with new functionality and features that will enhance cash fow management and forecasting. We will continue to strengthen our analytics platform to ofer more business intelligence that can guide our customers in faster and more efective decision making. Our plans also include adding alliances relationships in upcoming economies such as South America and Australia.

On Recruitment Process Outsourcing front, we will continue to strengthen our services strength in technology and IT related recruiting services. Our technology solutions coupled with recruiting services add value to talent management and stafng organizations. Our plans continue to strengthen our technology enhanced recruitment process outsourcing services to our customers in North America.

Our professional services include a wide range of consulting services such as systems planning and design, installation and systems integration based on our suite of products. We ofer our professional services with the initial deployment of our products as well as on an ongoing basis to address the continuing needs of our customers. We also have relationships with resellers, professional service organizations and system integrators which include their participation in the deployment of our products to our customers. These relationships help promote our product and service oferings and provide additional technical expertise to enable us to provide the full range of professional services our customers require to deploy our products.

We ofer a suite of software support and maintenance options that are designed to meet the needs of our diverse customer base. These support options include 24 hour coverage that is available seven days a week, 365 days a year, to meet the needs of our global customers. To accomplish this level of support we have established a worldwide support organization with major support centers in Santa Clara, California, USA and Hyderabad, India and also thru our reseller network. In addition to support teams around the globe, we have a customer support website that provides our customers with the ability to submit service requests receive confrmation that a service request has been opened and obtain current status on these requests. Additionally, the customer support website provides access to our support procedures, escalation numbers to provide updates and new information about our products.

Dividend

Your Director''s, keeping in view of the prevailing circumstances, have decided not to recommend payment of any dividend for the year.

Directors Re-appointment.

Dr. Rafq K. Dossani and Mr. G.R. Venugopala Chary, Directors, retire by rotation and the Board of Directors of your Company, at its meeting held on 29th May, 2013 recommended for the approval of the members, their re-appointment as Non Executive Directors of your Company, liable to retire by rotation.

Management Discussion & Analysis

The Management Discussion & Analysis form an integral part of this Director''s Report and is presented as separate section to this Annual Report.

Corporate Governance Report

" The Company is continued to be in good compliance with Corporate Governance requirements set in Clause 49 of Listing Agreement with Stock Exchanges. The Corporate Governance Report is presented as a separate section forming part of the Annual Report. The requisite Certifcate from the Auditors of the Company confrming the compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed with the Report on Corporate Governance."

Auditors

The auditors, M/s. Ramu and Ravi, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and have confrmed their eligibility and willingness to accept ofce, if re-appointed.

Subsidiary Companies

The Company has 2 subsidiaries (apart from step down subsidiary) as on March 31, 2013. A Statement pursuant to Sec 212(1) (e) and (3) of the Companies Act, 1956, containing the details of the subsidiaries of the Company, is appended as an annexure to this Report.

1. SITI Corporation Inc., USA

2. AccelForce Pte. Ltd., Singapore

Step Down Subsidiaries of AccelForce Pte. Ltd., Singapore

1. Solix Technologies Inc., USA

2. Emagia Corporation., USA

3. Emagia India Private Limited, India (A subsidiary of Emagia Corp., USA)

4. Solix Softech Private Limited, India (Subsidiary of Solix Technologies Inc., USA)

"In accordance with the general circular issued by the Ministry of Corporate Afairs, Government of India, the Balance Sheet, Statement of Proft and Loss and other documents of the subsidiary companies separately are not being attached with the Balance Sheet of the Company. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will be available for inspection at the Corporate Ofce of the Company and that of the respective subsidiary companies on any working day during business hours. The Consolidated Financial Statements presented by the Company include the fnancial results of its subsidiary companies."

Consolidated fnancial statements

In compliance with Accounting Standards AS-21 and AS-27 on consolidated fnancial statements, read with Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors have pleasure in attaching the consolidated fnancial statements for the fnancial year March 31, 2013, which form part of this Annual Report. The Company will make available the Annual Reports of the aforesaid subsidiaries upon request by any member/investor of the Company/subsidiary companies. Further, the Annual Reports of the subsidiary companies will also be kept open for inspection by any member/investor at the Company''s registered ofce and that of the subsidiaries concerned.

Deposits

Your Company has not accepted any fxed deposits from the public / corporates during the year under review. As such no amount of principal or interest was outstanding on the date of Balance Sheet.

Conservation of Energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are set out in this report.

Particulars of Employees

"There are no employees who are, in receipt of remuneration of Rs. 60 Lakhs or more per annum, if employed throughout the year or Rs. 5 Lakhs or more per month if employed for a part of the year, falling within the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, during the year ended 31.03.2013."

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there is no material departure from the same;

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 afairs of the Company at the end of fnancial year and of the profts of the Company for the period;

iii. the Directors have taken proper and sufcient care to the best of their knowledge and ability 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; and

iv. the Annual Financial Statements have been prepared on a going concern basis.

Acknowledgements

Your Directors take this opportunity to thank the Company''s employees, customers, shareholders, suppliers, bankers, fnancial institutions and Central & State governments for their consistent support to the Company. The Directors also wish to place on record their appreciation of the hard work, dedication and commitment of each and every employee.

Place: Secunderabad for and on behalf of the Board

Date: 29th May 2013 G. Parmeswara Rao

Chairman


Mar 31, 2012

The directors submit the Thirty Second Annual Report and audited financials for the financial year ended March, 31st 2012.

FINANCIAL RESULTS

(Rs in lakhs)

STANDALONE CONSOLIDATED

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

Total income 555.31 480.46 2,909.96 2,736.98 Operating Profit (PBIDT) 8.96 61.54 2,798.89 2,510.26

Finance charges 0.86 24.82 29.72 37.27

Depreciation and Amortization 2.30 2.18 2.31 161.77

Profit Before Tax 6.66 34.95 109.14 65.16

Provision for tax 3.22 5.50 2.15 7.17

Prior Period Adj Nil (0.19) - (7.65)

Profit After Tax 3.44 29.64 106.24 65.64

Profit brought forward from previous year 663.35 633.71 870.73 805.09

Surplus carried forward 666.79 663.35 976.97 870.73

EPs 0.05 0.47 1.88 0.91

COMPANY'S PERFORMANCE

For the financial year ended March 31, 2012, Profit from Operations was Rs 8.96 Lakhs, as compared to a profit of Rs 61.54 lakhs in the corresponding period of the previous year. For the year ended March 31, 2012, the Company's Profit before tax stood at Rs 6.66 lakhs as compared to a Profit of Rs 34.95 lakhs in the previous year.

DIVIDEND

Your Director's, keeping in view of the prevailing circumstances, have decided not to recommend payment of any dividend for the year.



BUSINESS PLANS

Our ability to create value in our portfolio companies has always been underpinned by the differentiated scale of resources, knowledge and networks. With a track record in delivering innovative value creation solutions, we have developed a highly-effective approach and that will continue to be our key execution strategy.

We offer a wide range of software products that can be sold individually to solve specific technical challenges, but the emphasis of our product development and sales efforts is to create products that enable businesses to be more cost-effective, agile and efficient. We divide our products into three major groups: Enterprise Data Management, Enterprise Cash Flow Management and Enterprise Talent Management.

On Enterprise Data Management front, we plan to expand our solutions to new deployment models based on the Cloud technologies. Solix Cloud will help small, medium and large enterprises solve data growth challenges and provide an Information Lifecycle Management (ILM) framework to manage the risk and complexity of storing vital information. By storing all archived data on tier one media all the time, and by leveraging flash solid state disk (SSD) technology, Solix Cloud provides faster performance and improved access compared to traditional tiered storage solutions deployed on premise. Solix Cloud is also highly secure. All archived data is encrypted and stored in a read-only, immutable format to meet data privacy and compliance objectives. We also plan to expand our market reach to countries in Europe, Australia, South America and Asia. We will continue to strengthen on our market share in North America.

On Enterprise Cash Flow Management front, we plan to strengthen our offerings to finance departments, shared service centers as well as to F&A business process outsourcing centers. Our solution in enterprise and software-as-a-service deployment models will be strengthened with new functionality and features that will enhance cash flow management and forecasting. We will continue to strengthen our analytics platform to offer more business intelligence that can guide our customers in faster and more effective decision making. Our plans also include adding alliances relationships in upcoming economies such as South America and Australia.

On Recruitment Process Outsourcing front, we will continue to strengthen our services strength in technology and IT related recruiting services. Our technology solutions coupled with recruiting services add value to talent management and staffing organizations. Our plans continue to strengthen our technology enhanced recruitment process outsourcing services to our customers in North America.

Our professional services include a wide range of consulting services such as systems planning and design, installation and systems integration based on our suite of products. We offer our professional services with the initial deployment of our products as well as on an ongoing basis to address the continuing needs of our customers. We also have relationships with resellers, professional service organizations and system integrators which include their participation in the deployment of our products to our customers. These relationships help promote our product and service offerings and provide additional technical expertise to enable us to provide the full range of professional services our customers require to deploy our products.

We offer a suite of software support and maintenance options that are designed to meet the needs of our diverse customer base. These support options include 24 hour coverage that is available seven days a week, 365 days a year, to meet the needs of our global customers. To accomplish this level of support we have established a worldwide support organization with major support centers in Santa Clara, California, USA and Hyderabad, India and also thru our reseller network. In addition to support teams around the globe, we have a customer support website that provides our customers with the ability to submit service requests receive confirmation that a service request has been opened and obtain current status on these requests. Additionally, the customer support website provides access to our support procedures, escalation numbers to provide updates and new information about our products.

CHANGE OF NAME OF THE COMPANY

The Board of Directors of the Company, at its meeting held on 25th May, 2012 proposed and approved the change of name of your Company pursuant to the provisions of Section 21 and other applicable provisions of the Companies Act, 1956, if any, and subject to the consent of shareholders of the Company at the ensuing Annual General Meeting. Accordingly, the Company has applied for the availability of name with the Registrar of Companies, Andhra Pradesh, Hyderabad.

Solix technologies limited and Solix technologies inc., (Us based step down subsidiary of Solix technologies limited) share the same name. While Solix technologies inc., is branded for its leadership in enterprise data Management and Information Life Cycle Management solutions and has customers world-wide. Solix Technologies Limited is in the business of Software Development, Systems Integration Services and investments into companies to develop businesses that have potential for significant growth. In order to improve the messaging and branding so as the customers are not confused about the two different types of entities, the Board of Directors of the Company have decided and approved the change of name for Solix technologies limited to TechNvision Ventures Limited.

DIRECTORS

Re-appointment.

Mr. G. Parmeswara Rao and Mr. Jnana Ranjan dash, Directors, retire by rotation and the Board of Directors of your Company, at its meeting held on May 25th, 2012 recommended for the approval of the members, their re-appointment as Non Executive Directors of your Company, as they retire by rotation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE

The Management Discussion & Analysis and Corporate Governance Report form an integral part of this Director's Report and are presented as separate sections to this Annual Report. The Auditors' Certificate certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on corporate governance.

AUDITORS

The auditors, M/s. Ramu and Ravi, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

SUBSIDIARY COMPANIES

The company has 2 subsidiaries (including step down subsidiaries) as on March 31, 2011. A statement pursuant to sec 212(1) (e) and (3) of the companies Act, 1956, containing the details of the subsidiaries of the company, is appended as an annexure to this Report.

1. SITI Corporation Inc., USA

2. AccelForce Pte. Ltd., Singapore

Step Down Subsidiaries of AccelForce Pte Ltd., Singapore

1. Solix Technologies inc., USA

2. Emagia Corporation., USA

3. Emagia India Pvt. Ltd., India (Subsidiary of Emagia corp., USA)

4. Solix Softech Pvt. Ltd., India (Subsidiary of Solix Technologies Inc., USA)

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956. In accordance with the said circulars issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance sheet of the company. however, the company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the company.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. A statement disclosing the details pertaining to the subsidiaries of the company as on 31st march, 2012 pursuant to Section 212 is appended as an Annexure to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors have pleasure in attaching the consolidated financial statements for the financial year March 31, 2012, which form part of this Annual Report. The Company will make available the Annual Reports of the aforesaid subsidiaries upon request by any member/investor of the Company/ subsidiary companies. Further, the Annual Reports of the subsidiary companies will also be kept open for inspection by any member/investor at the Company's registered office and that of the subsidiaries concerned.

DEPOSITS

Your Company has not accepted any fixed deposits during the year under review. As such no amount of principal or interest was outstanding on the date of Balance sheet.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are set out in this report.

PARTICULARS OF EMPLOYEES

The Ministry of Corporate Affairs has vide Notification No. GSR 289 (E) dated 31.03.2011 and a General Circular No. 23 dated 3rd May 2011 in respect of Companies (Particulars of Employees) Amendment Rules 2011 enhanced the limits for the purpose of disclosure of particulars of employees in Directors Report as requisite under Section 217 (2A) read with Companies (Particulars of Employees) Rules, 1975 from the existing limit of Rs 24 lakhs per year i.e. Rs 2 lakhs per month to that of Rs 60 lakhs per year i.e. Rs 5 lakhs per month.

In view of the above, there are no employees who are in receipt of remuneration falling within the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.



DIRECTORS' RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material departure from the same;

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 financial year and of the profits of the Company for the period;

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; and

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

acknowledgements

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, financial institutions and Central & State Governments for their consistent support to the Company. The Directors also wish to place on record their appreciation of the hard work, dedication and commitment of all the employees.

Place: Secunderabad for and on behalf of the Board of Directors

Date: 25th May 2012

sd/-

G. Parmeswara Rao Chairman


Jun 30, 2002

The Directors have pleasure in presenting their Report together with the Audited Accounts for the year ended June 30, 2002.

A. FINANCIAL RESULTS AT A GLANCE :

PERFORMANCE OF THE COMPANY

Your Companys performance during the year 2001-2002 is summarised below:

Rupees in lakhs

Description 2001-2002 2000-2001

Income :

From Operations 878.63 11.43

From Others 0.32 4.17

Total 878.95 15.60

Profit before depreciation and taxation: 798.53 1.45

Less: Depreciation 0.02 0.01

Preliminary & Pre-Operative Expenses 0.12 0.12 Written off

Profit/(Loss) before Tax 798.39 1.32

Less : Provision for Tax 0.00 0.75

Profit/(Loss) after Tax 798.39 0.57

Add : Profit brought forward from previous year 0.20 (0.37)

Amount available for appropriation 798.59 0.20

APPROPRIATION

Proposed Dividend (Including dividend tax) 0.00 0.00

Transfer to General Reserve 0.00 0.00

Surplus retained in the Profit & Loss A/c 798.59 0.20

During the year under review the Company has registered substantial growth in the Software Business. The Company could establish itself very much in the new business and has achieved a net profit of around eight crores.

YEAR IN RETROSPECT:

The Company has by providing consultancy services in the Domestic Tariff Area has achieved a turnover of Rs 33.78 lakhs during the year under review. The companys Corporate Office at Secunderabad has performed well in meeting the demand on quality for such services in the local Market.

At the previous Annual General Meeting held on the 12th November, 2001 approval was obtained from the members for acquisition of the entire shareholding of M/S Solix Systems Inc, a US Company subject to certain clearances being obtained from the Reserve Bank of India and other authorities. The proposal, however, could not get through due to certain constraints.

OPERATIONS:

From the financial statements attached herewith, you will notice that the Company has made its presence felt in the Export market and achieved an Export turnover of 8.44 Crores in the year with a Net Profit of 7.99 Crores. The Company has ambitious plans in tapping the overseas market both in USA and other countries. In furtherance the Company has already invested an amount of 50,000 SGD in Solix Technologies Asia Pacific Pte, Ltd. a Company incorporated in Singapore.

DIVIDEND:

Your Directors, keeping in view of further expansion plans have decided not to recommend any dividend for the year.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirm that in the preparation of the Profit & Loss Account for the year ended 30th June 2001 and the Balance Sheet as at that date ("Financial Statements") that:

a) The applicable accounting standards have been followed and that no material departures have been made from the said standards;

b) They have selected such accounting policies and applied them consistently and made judgements 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 for the year;

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

d) That they have prepared Annual accounts on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public.

CORPORATE GOVERNANCE

Your Companys endeavour has always been to adhere to the statutes and its compliance and has been practicing the principles of good Corporate Governance from the inception. Although the requirements of the Corporate Governance code are not applicable to your company, yet it is complying with most of the requirements.

The Board of Directors supports the broad principles of Corporate Governance. In addition, the Board lays strong emphasis on transparency, accountability and integrity.

DIRECTORS:

The Directors, Mr. G.Parmeswara Rao and Mr T.Maheshwar Rao, retire by rotation at the ensuing Annual General Meeting and being eligible they are seeking re-election.

RESPONSIBILITY:

The board has reserved for its consideration and decision a formal schedule, of matters which includes, reviewing corporate performance, ensuring adequate availability of financial resources, and report to the shareholders. During the year under review, the Board met four times. The Board members ensure that their other responsibilities do not materially have any impact in the discharge of their responsibilities as Director of the company.

The Board held its meetings regularly in accordance with the legal requirements and also as and when required for the purpose of taking decisions on business transactions.

AUDITORS

The Auditors, M/S Ganesh & Rajendra Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible have expressed their willingness to be re-appointed. You are requested to consider their re-appointment.

DISCLOSURES:

Additional Information on conservation of Energy, Technology absorption and foreign exchange earnings/outgo, as required to be disclosed 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 is annexed hereto and forms part of this report.

There are no Employees whose particulars are required to be disclosed under section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

No technology has been imparted in the company and not being an Industrial Energy Consumer, the relevant provisions of section 217(1) (e)of the companies act 1956 read with rule 2 of the companies (Disclosure of particulars in the report of the board of directors )Rules,1988 do not apply.

RESEARCH & DEVELOPMENT

The Company has not carried out any research or development during the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, foreign exchange earnings were to the order of Rs 3,85,936/- while the outgo stood at Rs 9,960/-.

By and on behalf of the Board

Sd/- Chairman

Place: Secunderabad Date: 30-09-2002

 
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