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Directors Report of Vakrangee Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors are pleased to present the 26th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2016.

1. PERFORMANCE OF THE COMPANY

The Company''s performance is summarized below:

Financial Results

(Rs. in Lakhs except EPS and per share data)

Standalone

YoY growth 2015-2016 2014-2015 (%)

Sales and other income 3,18,064.27 2,78,493.51 14.21%

EBITDA 82,383.56 72,736.94 13.26

Profit before tax 60,437.97 48,810.45 23.82

Provision for Income Tax 24,074.91 18,248.01 -

Provision for Deferred Tax -2,960.36 -1,495.66 -

Tax for earlier Year 176.29 0.79 -

MAT Credit Entitlement - - -

Profit after tax 39,147.12 32,057.30 22.12

Appropriations:

Proposed dividend on equity 1.25 0.25 - shares (Rs. per share)

Transfer to General Reserve 3,914.71 3,205.73 -

EPS (Rs.) 7.53 6.37 18.21

Consolidated

YoY growth 2015-2016 2014-2015 (%)

Sales and Other income 3,19,637.67 2,78,639.11 14.71

EBITDA 82,766.64 72,913.13 17.63

Profit before tax 60,758.63 48,932.76 24.17

Provision for Income Tax 24,129.53 18,260.89 -

Provision for Deferred Tax -2,967.70 -1,500.33 -

Tax for Earlier Year 176.29 0.78 -

MAT Credit Entitlement -54.62 -12.87 -

Profit after tax 39,475.13 32,184.29 22.65

Appropriations:

Proposed Dividend on equity shares (Rs. per share) 1.25 0.25 -

Transfer to General Reserve 3,914.71 3,205.73 -

EPS (Rs.) 7.59 6.39 18.78

Performance

Standalone:

During the year, your Company recorded the total income of Rs.3,18,064.27 Lakhs from Rs.2,78,493.51 Lakhs in previous year, a growth of 14.21%. The EBITDA stood at Rs.82,383.56 Lakhs from Rs.72,736.94 Lakhs in previous year, an increase of 13.26%. Profit after Tax was increased to Rs.39,147.12 Lakhs from Rs.32,057.30 Lakhs in previous year, up by 22.12%.

Consolidated:

During the year, your Company recorded the total income of Rs.3,19,637.67 Lakhs from Rs.2,78,639.11 Lakhs in previous year, a growth of 14.71%. The EBITDA stood at Rs.82,766.64 Lakhs from Rs.72,913.13 Lakhs in previous year, an increase of 13.51%. Profit after Tax was increased to Rs.39,475.13 Lakhs from Rs.32,184.29 Lakhs in previous year, up by 22.65%.

There was no change in company''s business activities during the FY 2015-16.

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1.25/- per equity share i.e. (125% on each equity share having Face value of Rs.1/- each, subject to the approval by the shareholders at the ensuing Annual General Meeting. The total dividend payout will be of Rs.6,614.95 Lakhs excluding Dividend Distribution tax of Rs.1,346.65 Lakhs.

3. SHARE CAPITAL

(a) During the year, Company issued and allotted 675055 Equity Shares having face Value Rs.1/- each on June 3, 2015 and 38875 equity shares having face value Rs.1/- upon conversion of options granted, vested and exercised under the Employee Stock Option Schemes (ESOP Schemes) of the company on February 16, 2016 respectively, to the employees of the Company.

Further, on August 14, 2015, the company allotted 2,50,00,000 equity shares having face value Rs.1/- each at a premium of Rs.99/- per share to one of its Promoter Group Companies, M/s. NJD Capital Private Limited (erstwhile Vakrangee Capital Private Limited) upon conversion of equivalent numbers of Fully Convertible Warrants issued on Preferential basis.

After the aforesaid issues & allotment, the Paid-up Share Capital of the Company as on March 31, 2016 stood at Rs.52,91,96,170/- comprising of 529196170 equity shares of Rs.1/- each from Rs.50,34,82,240/- comprising of 503482240 equity shares as on March 31, 2015.

(b) Your Company has, on March 11, 2016, granted 967200 options to the Directors (excluding Independent / Promoter directors) and employees of the company under the ESOP Scheme of the company which are yet to be vested and exercised.

4. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

5. SUBSIDIARIES

The Consolidated Financial Statements of the Company & its Subsidiaries which form part of Annual Report have been prepared in accordance with Section 129(3) of the Companies Act, 2013 and Accounting Standard 21 (AS) - 21 on Consolidated Financial Statement. Further, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Format AOC - 1 is annexed herewith as "Annexure 1". In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its Subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at the Registered Office of the Company.

Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company. As on March 31, 2016 the Company does not have any material subsidiary companies. However, the Company has adopted Policy on determining Material Subsidiaries which is available on the website of the Company at www.vakrangee.in

During the Financial Year 2015-16, Company had the following subsidiaries:

Vakrangee e-Solutions INC.

The Company holds 100% of Equity Share Capital of Vakrangee e-Solutions INC which was incorporated in the financial year 2009-10 in Philippines for exploring various e-Governance opportunities in Philippines. The first contract under the initiative was "Land Titling Computerization Project", under which it completed scanning, digitization and encoding of more than 15 million title deeds for the Government of Philippines. Vakrangee e-Solutions INC. is currently exploring further opportunities in these areas.

Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the BC Model of Reserve Bank of India (2006) in the area of Financial Inclusion.

The Company has already signed agreements with various PSU Banks and their Rural Regional Branches for carrying out BC services for these banks in identified Rural, Semi-Urban and Urban areas. The services include opening of Bank Accounts, Deposits, Withdrawals and Remittances. Besides, the Company would provide Business Facilitator Services to these Banks which involve mobilization of deposits and loans.

Vakrangee Logistics Private Limited

Vakrangee Logistics Private Limited, incorporated in March 2016, is a wholly owned subsidiary of Vakrangee Limited. Vakrangee Logistics is building for its alliance partners, an unparalleled last-mile delivery capabilities and thus expanding their reach to unserviceable pincodes, where the logistics challenges are the maximum for traditional logistics companies. Vakrangee Logistics leverages the physical presence of Vakrangee Kendras to offer the last-mile delivery services. Vakrangee Logistics is currently building delivery capabilities using existing 20,677 Vakrangee Kendras covering more than 4000 pincodes and is planning to expand the reach to 75,000 centers covering all pincodes in India. The key services offered by Vakrangee Logistics include forward delivery, reverse pick-ups and courier booking. Vakrangee Logistics through its network ensures a hassle-free experience to its partners and end-customers. Since, the company is incorporated in March, 2016 its first Financial Year will be for the period from March 18, 2016 to March 31, 2017.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), is enclosed separately with this Annual Report.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

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

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down Internal Financial Controls for the Company and such internal financial controls are adequate and operating effectively; and

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

8. CORPORATE GOVERNANCE

Your Company is in compliance with the governance requirements under the Companies Act, 2013 and SEBI LODR. The Company has adopted the policies in line with new governance requirements including the Policy on Related Party Transactions, Policy on Material Subsidiaries, CSR Policy and Whistle Blower Policy. These Policies are available on the website of the Company at http://vakrangee.in/company_ policies.php. A separate Section on Corporate Governance Practices followed by the Company, together with a Certificate from the Company''s Auditors M/s. S K Patodia & Associates, Chartered Accountants, confirming Compliance with the conditions of Corporate Governance as stipulated under SEBI LODR is provided herewith this report. A Certificate from the CEO and CFO of the Company in terms of SEBI LODR, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also annexed herewith the Report. Further, the Company has also established a Vigil Mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

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

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:

Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumption by using efficient computers, IT Assets and other Equipments with latest technologies. The expenses on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures. Further details on the conservation of energy have been given under the Management and Discussion Analysis of this report.

Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up-gradation of products and services development. It has helped maintain margins. Further details on the technology absorption have been given under the Management and Discussion Analysis of this report.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earning: Rs.485.11 Lakhs

Foreign Exchange Outgo: Rs.163.20 Lakhs

10. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed herewith as "Annexure 2" to this Report.

In terms of Section 136 of the Companies Act 2013, the Reports and Accounts are being sent to the members and others entitled thereto. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a Special Resolution by the Company and shall not be liable to retire by rotation. As per the requirements of Section 152(6) of Companies Act, 2013, Dr. Nishikant Hayatnagarkar retires by rotation and being eligible, offers himself for re-appointment as the Director of the company in the ensuing Annual General Meeting.

The Independent Directors of your Company have given the Certificate of Independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

The Directors are reputed professionals with diverse functional expertise, industry experience, educational qualifications and a gender mix relevant to fulfilling the company''s objectives and strategic goals.

The details of Training and Familiarization Programmes and Annual Board Evaluation process for Directors have been provided in this Report.

The Policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of this Report.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

During the Financial Year 2015-16, Mr. Dinesh Nandwana (DIN: 00062532) was re-designated as Managing Director & CEO from Chairman & Managing Director w.e.f. July 27, 2015. Further, Mr. Subhash Singhania was designated as Chief Financial Officer vide a Resolution passed at the Board Meeting of the Company dated May 11, 2016.

12. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings

During the year, five Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 SEBI LODR.

b. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors at their separate meeting held on March 31, 2016.

c. Audit Committee

The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR. All the Members, including the Chairman of the Audit Committee are Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

d. Nomination & Remuneration And Compensation Committee & its Policy

The Company has duly constituted Nomination and Remuneration and Compensation Committee to align with the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR.

The Board has on the recommendation of the Nomination and Remuneration and Compensation Committee framed a Nomination and Remuneration Policy and Policy on fixation of criteria for selection and appointment of Directors and Senior Management Personnel. The same has been annexed herewith as "Annexure 3".

e. Risk Management

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company''s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk,

Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

A detailed note on risk management is given under Management Discussion and Analysis Report annexed to this Annual Report.

f. Corporate Social Responsibility (CSR)

The Company is required to contribute towards CSR under Section 135 of the Companies Act, 2013 read with rules thereunder.

The Board of Directors of the Company has constituted a CSR Committee. The details of the Composition of the Corporate Social Responsibility Committee are given in the Corporate Governance Report.

The disclosures required to be given under Section 135 of Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in "Annexure 4" forming part of this Report. The Company also has in place a CSR Policy and the same is available on the website of the Company at http://vakrangee.in/pdf/company- policies/Corporate%20Social%20Responsibility_Policy.pdf

13. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditor:

As per the provisions of the act, M/s. S K Patodia & Associates, Chartered Accountants, Statutory Auditors of the Company upon their re-appointment at the ensuing Annual General Meeting, will hold office till the conclusion of next Annual General Meeting. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the act and they are not disqualified for re-appointment. The Notes to financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report do not contain any qualification, reservation, adverse remark or disclaimer. Further, the term of M/s. S K Patodia & Associates, Chartered Accountants would expire at the conclusion of 27th Annual General Meeting of the Company under Section 139(2) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014. The Board of Directors are in process of identifying a reputed Firm of Chartered Accountants whose appointment will be proposed and considered in the Annual General Meeting of the Company to be held in the year 2017.

Secretarial Auditor

M/s. S. K. Jain & Co., Practicing Company Secretaries, was appointed to conduct Secretarial Audit of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit report for the financial year 2015-16 is annexed herewith as "Annexure 5".

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this, the Company has framed a Vigil Mechanism Policy through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company at http://vakrangee.in/pdf/company-policies/Whistle%20 Blower%20&%20Vigil%20Mechanism.pdf

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: NIL

b) No. of Complaints disposed off: NIL

16. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.

17. RELATED PARTY TRANSACTIONS

During the year, all Related Party Transactions were in Ordinary Course of the Business and on Arm''s Length basis. There were no material transactios with any related party as defined under Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014. The Company has not entered into any contract/arrangement/transaction with Related Parties which could be considered material in accordance with the policy of the company on Materiality of Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The members may refer Note. 36 to the Financial Statements which sets out Related Party disclosures pursuant to AS-18.

In line with the requirements of the Companies Act, 2013 and SEBI LODR, your Company has formulated a Policy on Related Party Transactions and Materiality of Related Party Transactions is available on Company''s website http://vakrangee.in/pdf/ company-policies/Risk%20Management%20Policy.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

19. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safekeeping of its Assets, optimal utilization of Resources, reliability of its financial information and compliance.Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.During the Financial year, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

20. EMPLOYEES STOCK OPTION SCHEME

The Company implemented the Employees Stock Option Scheme (''''ESOP Scheme'''') in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines''). The Nomination and Remuneration and Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. In 2014, with the implementation of the new SEBI (Share Based Employee Benefits) Regulations, 2014, (SEBI Regulations) the company aligned its ESOP scheme 2008 as per the requirements of the said Regulations. Also, on May 23, 2014, the company vide a Special Resolution passed through Postal Ballot, adopted a new ESOP Scheme 2014 in pursuance of the said Regulations.

The ESOP Schemes have been made applicable to all the permanent employees including Directors, whether whole-time or not but excluding Independent Directors of the Company working in India or abroad. The ESOP Schemes of the Company is also made applicable to all the permanent employees of its subsidiaries including Directors, whether whole-time or not but excluding Independent Directors working in India or abroad. Provided however those persons who are "Promoters" or part of the "Promoter Group" and a Director holding, either by himself or through his relative or through any body corporate, directly or indirectly, more than 10% of the outstanding equity shares of the company shall not be entitled to participate in the ESOP Schemes of the company.

The objects the ESOP Schemes are:

1. To provide means to enable the Company and its subsidiaries to attract and retain talent in the Company in the long run;

2. To enhance the performance potential of the employees in achieving the success goals of the company.

3. To motivate the employees of the Company with incentives and reward opportunities and to enable them to participate in the future growth and success of the Company;

4. To achieve sustained growth of the Company and the enhance shareholder value by aligning the interests of the Employees with the long term interests of the Company; and

5. To maintain a sense of good management and discipline in the company

6. To create a sense of ownership and participation amongst the Employees.

7. To reduce the cost by providing non-cash compensation.

The applicable disclosures as stipulated under the SEBI Regulations as at March 31, 2016 (cumulative position) are given below:

Date of all grants as at 31.03.2016 Price per options No. of total options granted

31.07.2009 Rs.3.095/- 5414000

30.12.2009 Rs.3.3925/- 412000

18.05.2010 Rs.7.325/- 3124000

24.11.2010 Rs.7.5/- 1735000

12.08.2011 Rs.7.5/- 1297000

20.07.2012 Rs.20/- 1190000

20.07.2012 Rs.10/- 2000000

26.11.2014 Rs.64.70/- 1069100

11.03.2016 Rs.113.08/- 967200

Total 17208300

Options Vested as at 31.03.2016 Price per options No. of total options Vested

31.07.2009 grant Rs.3.095/- 4293240

30.12.2009 grant Rs.3.3925/- 196000

18.05.2010 grant Rs.7.325/- 2262920

24.11.2010 grant Rs.7.5/- 999540

12.08.2011 grant Rs.7.5/- 599440

20.07.2012 grant Rs.20/- 70125

20.07.2012 grant Rs.10/- 500000

26.11.2014 grant Rs.64.70/- N.A.

11.03.2016 grant Rs.113.08/- N.A.

Total 8921265

Options Exercised as at 31.03.2016 Price per options No. of total options Exercised

31.07.2009 grant Rs.3.095/- 3254960

30.12.2009 grant Rs.3.3925/- 193000

18.05.2010 grant Rs.7.325/- 1723660

24.11.2010 grant Rs.7.5/- 642000

12.08.2011 grant Rs.7.5/- 497000

20.07.2012 grant Rs.20/- 62250

20.07.2012 grant Rs.10/- 500000

26.11.2014 grant Rs.64.70/- N.A.

11.03.2016 grant Rs.113.08/- N.A.

Total 6,872,870

The total number of shares arising as a 713930 result of exercise of Options during the year

Options Lapsed during the year 16,51,000

Money realised by exercise of Options Rs.7382600 during the year

Total number of Options in force as at 20,48,530 31.03.2016

Employee wise details of Options granted to:

i. Senior managerial personnel

1. Dr. Nishikant Hayatnagarkar 50,000

2. Mr. Rahul Dev Pal 1,00,000

3. Mr. Rajiv Ranjan 1,00,000

4. Mr. Sumit Jain 1,00,000

5. Mr. Harish Mani 1,00,000

6. Mr. Nitin Sharma 1,00,000

ii. Any other employee who received NIL a grant in any one year of Options amounting to 5% or more of Options granted

iii. Identified employees, who were NIL granted Options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

Diluted Earnings Per Share (EPS) 7.38 before exceptional items calculated in accordance with Accounting Standard (AS) 20 ''Earnings Per Share''

The Company has obtained a certificate from the Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Regulations and the resolutions passed by the shareholders.

21. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2016 made under the provisions of Section 92(3) of the Act in Form MGT-9 is annexed herewith as "Annexure 6".

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No Significant and Material orders have been passed by Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts.

23. HUMAN RESOURCES INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation''s growth and its sustainability in the long run.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company''s customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company.

The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Sd/- Sd/-

Dinesh Nandwana Dr. Nishikant Hayatnagarkar

Managing Director & CEO Whole-Time Director

(DIN:00062532) (DIN:00062638)

Place: Mumbai,

Date: August 27, 2016


Mar 31, 2014

Dear Shareholders,

We are pleased to present the 24th Annual Report together with the audited Balance Sheet and profit and Loss Account for the year ended March 31, 2014.

1. Performance of The comPany

The Company''s performance is summarized below:

Financial Results

(Rs. in Lacs except EPS and per share data)

Consolidated Standalone

YoY growth YoY growth 2013-2014 2012-2013 2013- 2014 2012- 2013 (%) (%)

Sales and other income 195,806.25 155,236.18 26.13 197,463.21 156,319.78 26.32

Profit before tax 28,199.28 14,369.24 96.25 30,596.11 14,845.44 106.10

Provision for income Tax 12,294.81 4,373.14 - 12,294.81 4,373.09 -

Provision for Deferred Tax (1172.32) 972.33 - (1,177.48) 954.13 -

Tax for earlier year 81.99 (32.86) - 81.99 (32.86) -

MAT credit entitlement (503.25) (1,376.19) - (503.25) (1,376.19) -

Profit after tax 17,504.25 10,432.82 67.78 19,900 10,927.27 82.11

Appropriations:

Proposed dividend on 0.25 0.20 - 0.25 0.20 - equity shares (Rs. per share)

Transfer to General reserve 1,990 819.55 - 1,990 819.55 -

EPS (Rs.) 3.48 2.08 67.31 3.96 2.18 81.65

- PERFORMANCE

Consolidated:

During the year, your Company recorded the total income of Rs. 195,806.25 lacs from Rs. 155,236.18 lacs in previous year, a growth of 26.13%. The EBITDA stood atRs. 54075.98 Lacs from Rs. 38671.19 Lacs in previous year, an increase of 39.84%. profit after Tax was increased toRs. 17,504.25 lacs from Rs. 10,432.82 lacs in previous year, up by 67.78%.

Standalone:

During the year, your Company recorded the total income of Rs. 197,463.21 lacs fromRs. 156,319.78 lacs in previous year, a growth of 26.32%. The EBITDA stood at Rs. 56415.48 Lacs from Rs. 39123.45 Lacs in previous year, an increase of 44.19%. profit after Tax was increased to Rs. 19,900 lacs from Rs. 10,927.27 lacs in previous year, up by 82.11%.

Reserves:

Your Company has transferred Rs. 1,990 Lacs to General Reserve and after providing total Dividend payout ofRs. 1472.62 Lacs (inclusive of tax amount ofRs. 213.92 Lacs out of amount of Rs. 46556.42 available for appropriation the balance amount of Rs. 43093.80 Lacs is retained in the profit and loss account of your company.

2. DIVIDEND

Your Directors recommended a dividend of Rs. 0.25 per equity share i.e. (25% on each equity share having Face value of Rs. 1/- each, subject to the approval by the shareholders at the ensuing Annual General Meeting. The total dividend payout will be of Rs. 1472.62 Lacs inclusive of tax amount of Rs. 213.92 Lacs

The dividend, if approved by the shareholders, will be paid to those members whose names appear in the Register of Members as on the date of Annual General Meeting.

3. SHARE CAPITAL

During the year,

(a) Your Company issued and allotted 982920 Equity Shares having face Value of Rs. 1/- each under the ''ESOP Scheme 2008'' of the Company to employees and directors of the Company.

After the aforesaid issues & allotment, the paid-up share capital of the Company as on March 31, 2014 was at Rs. 50,34,82,240/- comprising of 503482240 equity shares ofRs. 1/- each.

(b) Your Company, also, by a Special Resolution passed by Postal Ballot on May 23, 2014 approved and adopted Vakrangee Limited - ESOP Scheme 2014 for allotting shares of the company to the employees and directors (excluding Promoters and Independent Directors) at rates lower than the prevailing market prices

4. SUBSIDIARIES

In terms of the exemption granted by the Central Government vide notifcation number 5/12/2007-CL-III dated February 8, 2011, the Balance Sheet and profit and Loss Account, Report of the Board of Directors and Auditors of the Subsidiaries have not been attached with the Annual Report of the Company However upon request by any shareholder of the Company, the annual accounts of the Subsidiary Companies will be made available to him. Pursuant to Section 212 of the Companies Act, 1956, the financial data alongwith equity share capital of the subsidiaries form part of this Annual Report. Further, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statement presented by the Company includes financial information of its subsidiaries.

The Company has the following subsidiaries:

- Vakrangee e-solutions inc.

The Company holds 100% of Equity Share capital of Vakrangee e-Solutions INC. which was incorporated in the financial year 2009-10 at Philippines for exploring various e-Governance opportunities in Philippines. The frst contract under the initiative was "Land Titling Computerization Project", under which it completed scanning, digitization and encoding of more than 15 million title deeds for the Government of Philippines. Vakrangee e-Solutions INC. is currently exploring further opportunities in these areas.

- Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the BC Model of Reserve Bank of India (2006) in the area of Financial Inclusion.

The Company has already signed agreements with various PSU Banks and their Rural Regional Branches for carrying out BC services for these banks in identified Rural, semi-urban and urban areas. The services include opening of Bank Accounts, Deposits, Withdrawals and remittances. Besides, the Company would provide Business Facilitator Services to these banks which involve mobilization deposits and loans.

e-Doc Vision infotech Private limited ceased to be subsidiary of Vakrangee limited w.e.f. february 1, 2014.

5. manaGemenT Discussion anD analysis rePorT

Management discussion and Analysis Report, as required under the Listing Agreement with Stock Exchanges, is enclosed separately with this Annual Report.

6. LISTING AT STOCK ECCHANGE

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange and National Stock Exchange The Annual Listing fees for the Year 2013-14 have been paid to these Exchanges.

7. Disclosure of ParTiculars

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the relevant information is given hereunder;

- Conservaton of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumption by using efcient computers, IT Assets and other equipments with latest technologies. The expenses on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures.

- Technology Absorpton

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

- Foreign Exchange Earning and Outgo

Foreign Exchange Earning: Rs. 1725.49 Lacs Foreign Exchange Outgo: Rs. 219.17 Lacs

8. FIXED DEPOSITS

During the year, the Company has not invited / received any fixed deposits from the public.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that;

(i) In the preparation of the annual accounts, the

applicable accounting standards have been followed, along with proper explanation relating to materia departures, wherever applicable.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of afairs of the Company, as at the end of the financial year and of the profits of the Company for that period.

(iii) The Directors have taken proper and sufcient 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 necessary checks and balances are in place for preventing and detecting fraud and other irregularities.

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

10. DIRECTORS

During the year, Shri Anil Patodia resigned from the Board of Directors of the Company w.e.f from September 30, 2013 and the Members of the Board appreciated the contribution by

Shri Anil Patodia. Also, Shri. Kunnel Prem was appointed as Nominee Director of the Company on September 30, 2013 representing LIC on the Board of the Company. Shri Kunnel Prem resigned from the Board of Directors of the Company w.e.f. April 4, 2014 and the Members of the Board appreciated the contribution by Shri Kunnel Prem during his tenure.

There are Five Directors on the Board of the Company out of which Three Directors namely Shri. Ramesh Joshi, Shri. Sunil Agarwal and Shri. B. L. Meena are Independent Directors who shall not be liable to retire by rotation in terms of sub- section (13) of section 149 of the Companies Act, 2013. The Company has received notice from shareholder under section 160(1) alongwith deposit of requisite amount proposing their appointment as independent director for a consecutive term of 5 years from the date of forthcoming Annual General Meeting. The remaining two Directors namely Shri. Dinesh Nandwana and Shri. Nishikant Kishanrao Hayatnagarkar are Managing Director and Whole Time Director respectively and were earlier not liable to retire by rotation. However in terms o provisions of sub-section (6) of section 152 of the Companies Act, 2013, Shri. Nishikant Kishanrao Hayatnagarkar, Whole Time Director is liable to retire by rotation in terms of sub-section (6) of section 152 of the Companies Act, 2013 and being eligible has ofered himself for reappointment at the forthcoming Annual General Meeting.

The Company has received declaration from all the above independent directors of the Company confirming that they meet with the criteria of the independence as prescribed both under Sub-Section (6) of Companies Act 2013 and under Clause 49 of the Listing Agreement with the Stock exchanges.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

The Company has obtained a certifcate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders.

12. CORPORATE GOVERNANCE

It is an ongoing process for us to comply with the recommendations of the Narayana Murthy Committee constituted by Securities Exchange Board of India (SEBI). For the financial year ended March, 2014, report on Corporate Governance alongwith the Certifcate of the Auditors, M/s S. K. Patodia & Associates, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company strongly believes that sustainable community development is essential for harmony between the community and the industry. It endeavours to make a positive contribution to the underprivileged communities by supporting a wide range of socio-economic, educational and health initiatives. Also, it is committed to integrate its business values and operations to meet the expectations of all its stakeholders.

In this regard, the Company has in its Board Meeting dated September 1, 2014, adopted the Corporate Social Responsibility (CSR) Policy which encompasses the Company''s philosophy for delineating its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large. The "CSR Policy" as adopted by the company is as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 initiated by the Central Government under the relevant provisions of Section 135 of the Companies Act, 2013 and Schedule VII of the said Act.

The CSR initiative of the company for FY 2013-14 amounted to about Rs. 1.60 Crore which has been spent on various socio- economic upliftment activities which includes establishment of The Indian Institute of Information Technology (IIIT), Kota, Rajasthan for dissemination of knowledge in backward areas of Rajasthan, contribution to Western India Regional Council of The Institute of Chartered Accountants of India, Indian Institute of Technology, Roorkee, etc.

14. AUDITORS

M/s. S. K. Patodia & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the ofce of the Auditors, if re- appointed. The company has received a certifcate from them to the efect that their appointment, if made, would be within the prescribed limits under Section 139(1) of the Companies Act, 2013.

15. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are given in annexure appended hereto and forms part of this report. In terms of Section 219(1)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Ofce of the Company.

16. ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company''s customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting eforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Sd/- Dinesh Nandwana

Chairman & Managing Director

Place: Mumbai,

Date: September 1, 2014


Mar 31, 2013

Dear Shareholders,

The are pleased to present the 23rd Annual Report together with the audited Balance Sheet and Profit & Loss Account for the year ended March 31, 2013.

1. PERFORMANCE OF THE COMPANY

The Company''s performance is summarized below:

- FINANCIAL RESULTS

Rs. in Lacs except EPS and per share data

Consolidated

2012-2013 2011-2012 YoY growth (%)

Sales and other income 155,236.18 135,782.48 14.33

Profit before Tax 14,369.24 10,291.75 39.60

Provision for Income Tax 4,373.14 2,034.86 -

Provision for Deferred Tax 972.33 2,143.78 -

Tax for Earlier Year (32.86) (0.00) -

MAT Credit Entitlement (1,376.19) (974.08) -

Profit after Tax 10,432.82 7,087.18 47.20

Appropriations:

Proposed dividend on equity 0.20 0.20 - shares (''per share) (After bonus and Split)

Transfer to General Reserve 819.55 506.30 -

EPS (Rs.) 2.08 1.42 46.48

Stand alone

2012-2013 2011-2012 YoY growth (%)

Sales and other income 156,319.78 135,637.91 15.25

Profit before Tax 14,845.44 9,954.78 49.13

Provision for Income Tax 4,373.09 2,034.45 -

Provision for Deferred Tax 954.13 2,143.78 -

Tax for Earlier Year (32.86) - -

MAT Credit Entitlement (1,376.19) (974.08) -

Profit after Tax 10,927.27 6,750.63 61.87

Appropriations:

Proposed dividend on equity shares (Rs. per share) 0.20 0.20 - (After bonus and Split)

Transfer to General Reserve 819.55 506.30 -

EPS (Rs.) 2.18 1.35 61.48

- PERFORMANCE Consolidated

During the year, your Company recorded the total income of Rs.155,236.18 Lacs from Rs.135,782.48 Lacs in previous year, a growth of 14.33%. The EBITDA stood at Rs.38,671.19 Lacs from Rs.24,616.03 lacs in previous year, an increase of 57.10%. Profit after Tax was increased to Rs.10,432.82 Lacs from Rs.7,087.18 Lacs in previous year, up by 47.20%.

Standalone

During the year, your Company recorded the total income of Rs.156,319.78 Lacs from Rs.135,637.91 Lacs in previous year, a growth of 15.25%. The EBITDA stood at Rs.39,123.45 Lacs from Rs.24,219.90 Lacs in previous year, an increase of 61.53%. Profit after Tax was increased to Rs.10,927.27 Lacs from Rs.6,750.63 Lacs in previous year, up by 61.87%.

Reserves

Your Company has transferred Rs.819.55 Lacs to General Reserve out of amount of Rs.28,651.78 Lacs available for appropriations and balance amount of Rs.26,656.44 is retained in the Profit & Loss Account of your Company.

2. DIVIDEND

Your Directors recommended a dividend of Rs.0.20 per equity share i.e. 20% on each equity share having Face value of Rs.1, subject to the approval by the shareholders at the ensuing Annual General Meeting. The total dividend payout will be of Rs.1,175.8 Lacs inclusive of tax amount of Rs.170.80 Lacs.

The dividend, if approved by the shareholders, will be paid to those members whose names appear in the Register of Members on or before the date of Book Closure i.e. September 4, 2013.

3. SHARE CAPITAL

During the year,

Your Company issued and allotted 2019740 Equity Shares having face Value of Rs.1 each under the ''ESOP Scheme 2008'' of the Company to employees and directors of the Company.

After the aforesaid issues & allotment, the paid-up share capital of the Company as on March 31, 2013 was at Rs.50,24,99,320 comprising of 502499320 shares of Rs.1each

4. SUBSIDIARIES

The Company has made an additional investments of Rs.2,50,00,000 comprising of 2500000 equity shares of Rs.10 each in one of its subsidiary companies, eDoc Vision Infotech Private Limited during the year 2012-13.

In terms of the exemption granted by the Central Government vide notification number 5/12/2007-CL-III dated February 8, 2011, the Balance Sheet and Profit & Loss Account, Report of the Board of Directors and Auditors of the Subsidiaries have not been attached with the Annual Report of the Company. However upon request by the shareholder of the Company, the annual accounts of the subsidiary companies will be made available. Pursuant to Section 212 of the Companies Act, 1956, the financial data alongwith equity share capital of the subsidiaries form part of this Annual Report. Further, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, consolidated financial statement presented by the Company includes financial information of its subsidiaries.

The Company has the following subsidiaries:

- eDoc Vision Infotech Pvt. Ltd.

The Company is to focus on consultancy on document and business process outsourcing to various customers. eDoc provides state of the art technology solutions. The Company has been allotted an Industrial plot admeasuring to 5 Acres from HSIIDC at IMT Manesar, Haryana, where on the Company is planning to develop an IT Centre. The project shall be financed partly by Vakrangee Softwares Limited in form of equity and partly by debt from outsiders.

- Vakrangee e-Solutions INC.

We hold 100% of Equity Share capital of the Company which is incorporated in the financial year 2009-10 at Philippines for implementing the project we had bagged for Digitization of critical records for Govt. of Philippines by setting up digitization centers all over Philippines.

- Vakrangee Finserve Ltd.

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Softwares Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the BC Model of Reserve Bank of India (2006) in the area of Financial Inclusion.

The Company has already signed agreements with State Bank of India, Bank of India and Union Bank of India for carrying out BC services for these banks in identified Gram Panchayats. The services include opening of Bank Accounts, Deposits, Withdrawals and remittances. Besides, the company would provide Business Facilitator Services to these banks which involve mobilization deposits and loans.

The company has a plan to extend its network to about 5000 outlets across the country in the next three years.

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management discussion and Analysis Report, as required under the Listing Agreement with Stock Exchanges, is enclosed separately with this Annual Report.

6. LISTING AT STOCK EXCHANGE

The equity shares of the Company continue to be listed on Bombay Stock Exchange and National Stock Exchange .The annual listing fees for the year 2012-13 have been paid to these Exchanges

7. DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the relevant information is given hereunder;

- Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumptions by using efficient computers, IT Assets and other equipments with latest technologies. The expense on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures.

- Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

- Foreign Exchange Earning and Outgo Foreign Exchange Earning : Rs.1,089.40 Lacs Foreign Exchange Outgo : Rs.155.13 Lacs

8. FIXED DEPOSITS

During the year, the Company has not invited/received any fixed deposits from the public.

9. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that;

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company, as at the end of the financial year and of the profits of the Company for that 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 necessary checks and balances are in place for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a Going concern basis.

10. RE-APPOINTMENT OF DIRECTORS

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr. Ramesh Joshi and Mr. B. L. Meena retire by rotation and being eligible offer themselves for re- appointment at this Annual General Meeting.

During the year, Mr. K. L. Varma resigned from the Board of Directors w.e.f. October 10, 2012 and the members of the Board appreciated the contribution by Mr. K. L. Varma during his tenure.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 274 of the Act as amended.

11. EMPLOYEES STOCK OPTION SCHEME

The Company implemented the Employees Stock Option Scheme (''''Scheme'''') in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines''). The Remuneration and Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2013 (cumulative position) are given below:

Date of all grants as at 31.03.2013 Price per options No. of options granted

31.07.2009 Rs.3.095 5414000

30.12.2009 Rs.3.3925 412000

18.05.2010 Rs.7.325 3124000

24.11.2010 Rs.7.5 1735000

12.08.2011 Rs.7.5 1297000

20.07.2012 Rs.20 2190000

20.07.2012 Rs.10 1000000

Total 15172000

Options Vested as at 31.03.2013 Price per options No. of options Vested

31.07.2009 grant Rs.3.095 4293240

30.12.2009 grant Rs.3.3925 196000

18.05.2010 grant Rs.7.325 1696920

24.11.2010 grant Rs.7.5 787580

12.08.2011 grant Rs.7.5 291380

Total 7262100

Options Exercised as at 31.03.2013 Price per options No. of options Exercised

31.07.2009 grant Rs.3.095 3254960

30.12.2009 grant Rs.3.3925 193000

18.05.2010 grant Rs.7.325 1157660

24.11.2010 grant Rs.7.5 411360

12.08.2011 grant Rs.7.5 159040

Total 5176020

The total number of shares arising as a result of exercise of Options 2019740

Options Lapsed as at 31.03.2013 0

Variation in terms of Options 1. The ESOP scheme of the company revised with effect from March 31, 2012 with the total exercise period of four years to six years for the new employees joining after March 31, 2012.

2. The Vesting percentage under the revised ESOP Scheme for the employees joining after March 31, 2012 has been revised from 33% a year to 25% a year. Money realised by exercise of Options Rs.113.30 Lacs

Total number of Options in force as at 31.03.2013 (granted - exercised - lapsed) 9995980

Employee wise details of Options granted to: (pre Bonus and split)

i. Senior managerial personnel

1. Mr. Santosh Dash 1000000 Options

2. Mr. Shashank Chowdhury 15000 Options

ii. Any other employee who received a grant in any one year of Options amounting to 5% or more of Options granted

NIL

iii. Identified employees, who were granted Options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

NIL

Diluted Earnings Per Share (EPS) before exceptional items pursuant to issue of shares on exercise of Options calculated in accordance with Accounting Standard (AS) 20 ''Earnings Per Share''

Rs.0000.00000

The Company has obtained a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders.

12. CORPORATE GOVERNANCE

It is the ongoing process for us to comply with the recommendations of the Narayana Murthy Committee constituted by Securities Exchange Board of India (SEBI). For the financial year ended March, 2013, report on Corporate Governance along-with the Certificate of the Auditors, M/s S. K. Patodia & Associates, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

13. AUDITORS

M/s. S. K. Patodia & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

14. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, are given in annexure appended hereto and forms part of this report. In terms of Section 219(1)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

15. ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company''s customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Sd/-

Dinesh Nandwana

Chairman & Managing Director

Place : Mumbai

Date : July 22, 2013


Mar 31, 2012

The are pleased to present the 22nd Annual Report together with the audited Balance Sheet and Profit and Loss Account for the year ended March 31, 2012.

1. PERFORMANCE OF THE COMPANY

The Company's performance is summarized below:

- FINANCIAL RESULTS

Rs. in Crores except EPS and per share data

Consolidated Standalone

2011-2012 2010-2011 YoY growth 2011-2012 2010-2011 YoY (%) growth (%)

Sales and other income 1357.82 890.28 52.52 1356.68 853.77 58.90

Profit before tax 102.91 66.81 54.03 99.55 66.74 49.16

Provision for Income Tax 20.34 14.35 - 20.34 14.35 -

Provision for Deferred Tax 11.70 4.31 - 11.70 4.31 -

Profit after tax 70.87 48.15 47.19 67.51 48.08 47.19 Appropriations:

Proposed dividend on equity 0.20 2.00 - 0.20 2.00 - shares (Rs. (After per share) (After bonus bonus and and Split) Split)

Transfer to General Reserve 5.06 3.69 - 5.06 3.69 -

EPS (Rs.) 1.42 1.07 32.71 1.35 1.07 26.17

- PERFORMANCE Consolidated:

During the year, your Company recorded the total income of Rs.1357.82 Crores from Rs.890.28 Crores in previous year, a growth of 52.52%. The EBITDA stood at Rs.246.16 Crore from Rs.139.48 Crore in previous year, an increase of 76.48%. Profit after Tax was increased to Rs.70.87 crores from Rs.48.15 Crores in previous year, up by 47.19%.

Standalone:

During the year, your Company recorded the total income of Rs.1356.68 Crores from Rs.853.77 Crores in previous year, a growth of 58.90%. The EBITDA stood at Rs.242.20 Crores from Rs.137.94 Crore in previous year, an increase of 75.58%. Profit after Tax was increased to Rs.67.51 Croresfrom Rs.48.08 Crores in previous year, up by 40.41%.

Reserves:

Your Company has transferred Rs.5.06 Crores to General Reserve out of amount of Rs.193.95 Crores available for appropriations and balance amount of Rs.177.24 Crores is retained in the Profit & Loss Account of your Company.

2. DIVIDEND

Your Directors recommended a dividend of Rs.0.20 per equity share i.e. (20% on each equity share having Face value of Rs.1 each, subject to the approval by the shareholders at the ensuing Annual General Meeting. The total dividend payout will be of Rs.11.63 Crores inclusive of tax amount of Rs.1.62 Crores.

The dividend, if approved by the shareholders, will be paid to those members whose names appear in the Register of Members as on the date of Annual General Meeting.

3. SHARE CAPITAL During the year,

(a) Your company has allotted 12,20,000 Equity Shares having face Value of Rs.10 each to M/s. Vakrangee Holdings Private Limited (Erstwhile NJD Holdings Private Limited) (one of the Promoter Group Companies) upon conversion of equitable number of Fully Convertible Warrants issued on Preference basis.

(b) Your Company also issued and allotted 92,466 Equity Shares having face Value of Rs.10 each under the 'ESOP Scheme 2008' of the Company to employees and directors of the Company.

After the aforesaid issues & allotment, the paid-up share capital of the Company as on March 31, 2012 was at Rs.25,02,39,790 comprising of 25023979 shares of Rs.10 each.

During the year, the Company passed special Resolution (by way of Postal Ballot) for (a) sub-division of each Equity share of the Company having face value of Rs.10 each into 10 Equity shares having Face Value of Rs.1 each, and (b) Capitalization of Reserves of the Company by issuance of Bonus shares in the ratio of 1:1. The record date for both the Corporate Action was April 13, 2012.

Post the aforesaid Corporate Actions,i.e. as of April 14, 2012, issues & allotments (except allotment of Bonus shares which took place on April 14, 2012), the paid-up share capital of the Company stands increased to 500479580 shares of Rs.1 each aggregating to Rs. 50,04,79,580.

4. SUBSIDIARIES

No additional investments in subsidiaries were made during the year 2011-12.

In terms of the exemption granted by the Central Government vide notification number 5/12/2007-CL-III dated February 8, 2011, the Balance Sheet and Profit and Loss Account, Report of the Board of Directors and Auditors of the Subsidiaries have not been attached with the Annual Report of the Company. However upon request by the shareholder of the Company, the annual accounts of the subsidiary companies will be made available. Pursuant to Section 212 of the Companies Act, 1956, the financial data alongwith equity share capital of the subsidiaries forming part of this Annual Report. Further, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, consolidated financial statement presented by the Company includes financial information of its subsidiaries.

The Company has the following subsidiaries:

- Vakrangee IT Solutions Limited

We hold 100% of Equity Share capital of the Company, originally incorporated as V-Techno Services Limited, Vakrangee IT Solutions Limited has proprietary softwares like Document Management Services (DMS), Human Capital Management (HCM) and School ERP which are ready to be utilized in years to come.

- e-Doc Vision Infotech Pvt. Ltd.

The Company is to focus on consultancy on document and business process outsourcing to various customers. e-Doc Vision provides state of the art technology solutions. The Company has been allotted an Industrial plot admeasuring to 5 Acres from HSIIDC at IMT Manesar, Haryana, where on the Company is planning to develop an IT Centre. The project shall be financed partly by Vakrangee Softwares Limited in form of equity and partly by debt from outsiders.

- Vakrangee e-Solutions INC.

We hold 100% of Equity Share capital of the Company which is incorporated in the financial year 2009-10 at Philippines for implementing the project we have bagged for Digitization of critical records for Govt. of Philippines by setting up digitization centers all over Philippines.

- Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Softwares Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the BC Model of Reserve Bank of India (2006) in the area of Financial Inclusion.

The Company has already signed agreements with State Bank of India, Bank of India and Union Bank of India for carrying out BC services for these banks in identified Gram Panchayats. The services include opening of Bank Accounts, Deposits, Withdrawals and remittances. Besides, the company would provide Business Facilitator Services to these banks which involve mobilization deposits and loans.

The company has a plan to extend its network to about 5000 outlets across the country in the next three years.

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT Management discussion & Analysis Report, as required under the Listing Agreement with Stock Exchanges, is enclosed separately with this Annual Report.

6. LISTING AT STOCK EXCHANGE

The equity shares of the Company continue to be listed on Bombay Stock Exchange and National Stock Exchange. The annual listing fees for the year 2011-12 have been paid to these Exchanges.

7. DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the relevant information is given hereunder;

- Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumptions by using efficient computers, IT Assets and other equipments with latest technologies. The expense on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures.

- Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

- Foreign Exchange Earning and Outgo Foreign Exchange Earning : Rs.163.02 Lakhs Foreign Exchange Outgo : Rs.6.78 Lakh

8. FIXED DEPOSITS

During the year, the Company has not invited / received any fixed deposits from the public.

9. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that;

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company, as at the end of the financial year and of the profits of the Company for that 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 necessary checks and balances are in place for preventing and detecting fraud and other irregularities.

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

10. RE-APPOINTMENT OF DIRECTORS

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr. Anil Patodia and Mr. K. L. Varma retire by rotation and being eligible, offer themselves for re-appointment at this Annual General Meeting.

During the year, Mr. B. K. Gupta resigned from the Board of Directors w.e.f. December 29, 2011 and the members of the Board appreciated the contribution by Mr. B. K. Gupta during his tenure.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Director as specified in Section 274 of the Companies Act, 1956 as amended.

11. EMPLOYEES STOCK OPTION SCHEME

The Company implemented the Employees Stock Option Scheme (''Scheme'') in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines'). The Remuneration and Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2012 (cumulative position) are given below: (Face Value Rs. 10 Per Share)

Date of all grants as at 31.03.2012 Price per options No. of options granted

31.07.2009 Rs.61.90 270700

30.12.2009 Rs.67.85 20600

18.05.2010 Rs.146.50 156200

24.11.2010 Rs.150 86750

12.08.2011 Rs.150 64850

Total 599100

Options Vested as at 31.03.2012 Price per options No. of options Vested

31.07.2009 grant Rs.61.90 178662

30.12.2009 grant Rs.67.85 13596

18.05.2010 grant Rs.146.50 51546

24.11.2010 grant Rs.150 28628

12.08.2011 grant Rs.150 0

Total 272432

Options Exercised as at 31.03.2012 Price per options No. of options Exercised

31.07.2009 grant Rs.61.90 126748

30.12.2009 grant Rs.67.85 3216

18.05.2010 grant Rs.146.50 24133

24.11.2010 grant Rs.150 3717

12.08.2011 grant Rs.150 0

Total 157814

The total number of shares arising as a result of exercise of Options

92466

Options Lapsed as at 31.03.2012 67368

Variation in terms of Options -

Money realised by exercise of Options Rs.81,11,901

Total number of Options in force as at 31.03.2012 (granted - exercised -lapsed) 373918

Employee wise details of Options granted to: (pre Bonus and split)

i. Senior managerial personnel

1. Mr. Nitin Sharma 15000 Options

2. Mr. Shashank Chowdhury 15000 Options

ii. Any other employee who received a grant in any one year of Options amounting to 5% or more of Options granted NIL

iii. Identified employees, who were granted Options, during any one year, equal to or exceeding 1% of the issued capital (excluding NIL outstanding warrants and conversions) of the Company at the time of grant

Diluted Earnings Per Share (EPS) before exceptional items pursuant to issue of shares on exercise of Options Rs.1.33 calculated in accordance with Accounting Standard (AS) 20 Rs.Earnings Per Share' (Face value Rs.1 per share)

The Company has obtained a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders.

12. CORPORATE GOVERNANCE It is the on going process for us to comply with the recommendations of the Narayana Murthy Committee constituted by Securities Exchange Board of India (SEBI). For the financial year ended March, 2011, report on Corporate Governance along-with the Certificate of the Auditors, M/s S. K. Patodia & Associates, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

13. AUDITORS

M/s. S. K. Patodia & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

14. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, are given in annexure appended hereto and forms part of this report. In terms of Section 219( 1 )(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

15. ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company's customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Sd/-

Dinesh Nandwana

Chairman & Managing Director

Place: Mumbai,

Date : July 7, 2012


Mar 31, 2010

We are pleased to present the 20th Annual Report together with the audited Balance Sheet and Profit and Loss Account for the year ended 31st March 2010.

1. PERFORMANCE OF THE COMPANY

The Companys performance is summarized below:

* FINANCIAL RESULTS

(Rs. in Crores)

2009-2010 2008-2009

Sales and other income 410.02 294.74

IT Assets Write off (Exceptional Item) - 49.29

Profit before tax 32.15 7.11

Provision for Income Tax &FBT 4.75 1.00

Provision for Deferred Tax 3.30 1.68

Profit after tax 24.10 4.43

Appropriations:

Proposed dividend on equityshares 15% 10%

Transfer to General Reserve 1.21 0.11

* PERFORMANCE

Sales of the Company for the year ended March 31, 2010 was Rs. 409.35 Crores (previous year Rs. 294.31 Crores) up by 39.09% and Profit after Tax was Rs. 24.10 crores (previous year Rs. 4.43 Crores). The reason for last years low profits was exceptional item of Rs. 49.29 Crore. The EBITDA was lower at Rs. 78.62 Crore as against Rs. 112.77 Crore in the previous year. This is because the Company having an eye on the future is focusing on system integration business wherein the scope is huge, though the margins are lower in initial years. We expect Better performance in coming years in this segment.The Management Discussion and Analysis that forms part of the Annual Report provides a detailed analysis of the Companys financials.

2. DIVIDEND

The Directors recommend a dividend of Rs. 1.50 per equity share of Rs. 10/- each to be appropriated from the profit of the year 2009-10, subject to the approval by the shareholders at the ensuing Annual General Meeting.

3. SHARE CAPITAL

During the year, the company has allotted 34,70,000 Warrants of which 11,00,000 Warrants were converted into equivalent number of equity shares having face Value of Rs. 10/- on Preferential basis, hence share capital of the Company stands increased to Rs. 22,49,61,650, than was during the last fiscal.

4. SUBSIDIARIES

The Company has the following subsidiaries:

* Vakrangee IT Solutions Limited

We hold 100% of Equity Share capital of the Company. Originally incorporated as V-Techno Services Limited, Vakrangee IT Solutions Limited has proprietary softwares like Document Management Services (DMS), Human Capital Management (HCM) and School ERP which are ready to be utilized in years to come.

* e-Doc Vision Infotech Private Limited

We hold 100% of Equity Share capital of the Company which is incorporated to focus on consultancy on document and business process outsourcing to various customers. e~Doc Vision provides state of the art technology solutions. The Company has been allotted an Industrial plot admeasuring to 5 Acres from HSIIDC at IMT Manesar, Haryana, where the Company is planning to develop an IT Centre. The project shall be financed partly by Vakrangee Softwares Limited in form of equity and partly by debt from outsiders.

* Vakrangee e-Solutions INC.

We hold 100% of Equity Share capital of the Company which is incorporated in the financial

year 2009-10 at Philippines. For implementing the project we have clutched for Digitisation of critical records for Govt, of Philippines by setting up digitisation centers all over Philippines.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report, as required under the Listing Agreement with Stock Exchanges, is enclosed earlier in the document

(refer page no. 16)

6. LISTING AT STOCK EXCHANGE

The equity shares of the Company continue to be listed on BSE and NSE. The annual listing fees for the year 2010-11 have been paid to these Exchanges.

7. DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the relevant information is given hereunder;

* Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumptions by using efficient computers, IT Assets and other equipments with latest technologies. The expense on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures.

* Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

* Foreign Exchange Earning and Outgo

Foreign Exchange Earning :Rs. 677.71 Lakhs

Foreign Exchange Outgo :Rs. 0.97 Lakh

8. FIXED DEPOSITS

The Company has not invited / received any fixed deposits during the year.

9. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that;

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company, as at the end of the financial year and of the profits of the Company for that 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 necessary checks and balances are in place for preventing and detecting fraud and other irregularities.

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

10. RE-APPOINTMENT OF DIRECTORS

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr. Brij Kishor Gupta, and Mr. Anil Patodia retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting.

11. CORPORATE GOVERNANCE

It is the on going process for us to comply with the recommendations of the Narayana Murthy Committee constituted by Securities Exchange Board of India (SEBI). For the financial year ended

31st March, 2010, report on Corporate Governance along-with the Certificate of the Auditors, IWs S. K. Patodia & Associates, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

12. AUDITORS

M/s. S. K. Patodia & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

13. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, are given in annexure appended hereto and forms part of this report. In terms of Section 219(1 )(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

14. ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Companys customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Sd/-

Dinesh Nandwana Chairman & Managing Director

Place: Mumbai Date: 10 August, 2010



 
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