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Directors Report of Xchanging Solutions Ltd.

Dec 31, 2014

Dear Members,

The Board of Directors ("Board") is pleased to present the fourteenth annual report and the audited statement of accounts for the financial year ended 31 December 2014.

Financial Results

Indian GAAP (consolidated)

31 December 31 December Particulars 2014 2013 (Rs. in lakhs) (Rs. in lakhs)

Total Income 31,062 26,615

Total Expenditure 28,660 22,632

Profit before Interest, 2,402 3,983

Depreciation and Tax

Depreciation & Amortization 477 499

Finance Costs 20 17

Exceptional Items Gain/(Loss) 1,268 438

Profit / (Loss) before Tax 3,173 3,905

Income Tax 662 874 (including deferred tax)

Net Profit / (Loss) after Tax 2,511 3,031

Earnings/ (Loss) per share Rs. 2.25 2.72

Indian GAAP (standalone)

31 December 31 December Particulars 2014 2013 (Rs. in lakhs) (Rs. in lakhs)

Total Income 16,372 13,066

Total Expenditure 14,006 9,882

Profit before Interest, 2,366 3,184 Depreciation and Tax

Depreciation & Amortization 450 434

Finance Costs 20 17

Exceptional Items Gain/(Loss) (515) 165

Profit / (Loss) before Tax 1,381 2,898

Income Tax 659 744 (including deferred tax)

Net Profit / (Loss) after Tax 722 2,154

Earnings / (Loss) per share Rs. 0.65 1.93

Review of Operations (Rs. in lakhs)

During the year ended 31 December 2014, the consolidated income of the Company was Rs. 31,062 as against Rs. 26,615 during the previous year ended 31 December 2013.At a standalone level, the total income of the Company for the year ended 31 December 2014 amounted to Rs. 16,372 compared to Rs. 13,066 during the previous year ended 31 December 2013.

Dividend

The Board does not recommend a dividend per equity share.

Share Capital

There was no change in the paid up share capital of the Company. As at 31 December 2014, the paid up capital of the Company was Rs. 1,114,037,160. This comprises 111,403,716 equity shares of Rs. 10/- each fully paid-up. The Board of Directors in its meeting held on 27 February 2015 has approved reduction of share capital by return of Rs. 5/- per share to the shareholders of the Company thereby reducing the nominal value of the shares from Rs.10/- to Rs. 5/- per share, subject to the approval of the regulatory authorities, shareholders and the High Court of Karnataka.

Subsidiary Companies

As at 31 December 2014, your Company had five subsidiary companies, namely

* Xchanging Solutions (USA) Inc., USA

* Xchanging Solutions (Europe) Limited, UK

* Xchanging Solutions (Singapore) Pte. Ltd. Singapore

* Xchanging Solutions (Malaysia) Sdn. BHD, Malaysia

* Nexplicit Infotech India Private Limited, India

As per the provisions of the Companies Act, the Company needs to attach the balance sheet and profit & loss account of the Company''s subsidiaries in the annual report of the Company. However pursuant to the general exemption given by the Ministry of Corporate Affairs, the Board believes that the consolidated accounts present a full and fair view of the state of affairs and the financial condition of the Group. Accordingly, the Board of Directors has passed a resolution for not attaching the balance sheet of the subsidiaries and the necessary disclosures are made in the annual report of the Company. Thus, the annual report does not contain the financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company and its subsidiaries. The accounts of these subsidiary companies along with related information are available for inspection during business hours at the Company''s registered office.

Directors

Mr. Kenneth Lever stepped down from the Board of directors with effect from November 7, 2014 and Mr. Alok Kumar Sinha has been appointed as whole time director and Chief Executive Officer of the Company with effect from November 7, 2014. Designation of Mr. David Bauernfeind has been changed to Non-Executive Director and Chairman with effect from November 8, 2014.

The appointment of Mr. Alok Kumar Sinha is re- commended for approval before the shareholders in the ensuing Annual General Meeting.

Pursuant to provisions of the Companies Act, 2013, Independent Directors are required to be appointed in accordance with Section 149 of the said Act and that the requirement of retirement by rotation shall not be applicable to the Independent Directors. Accordingly, the resolutions for appointment of Mr. Ashok Kumar Ramnathan, Mr. Henry D Souza and Ms. Gopika Pant as Independent Directors for a term of 5 (five) years are being placed for approval of the members in the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement with the Stock Exchanges. As required under Clause 49 of Listing Agreement, brief resume, details of experience and other Directorships/Committee memberships/ Chairmanships held by the Directors in other companies, whose appointment/ re-appointment is due in the forthcoming Annual General Meeting of the Company, forms part of the Notice convening AGM.

Employee Stock Option Plans

The Company had announced following Employee Stock Option Plans (ESOPs) in due compliance with SEBI (ESOS & ESPS) Guidelines, 1999 and any amendment thereto, which were approved by the shareholders.

* Cambridge Solutions Limited Employee Stock Option Plan 2006

* Scandent Solutions Corporation Limited Employee Stock Option Plan 2005

* Scandent SSI IT Services Employee Stock Option Plan 2004

* Scandent Solutions Corporation Limited Employee Stock Option Plan 2004

All the outstanding options under Scandent Solutions Corporation Limited Employee Stock Option Plan 2004, Scandent SSI IT Services Employee Stock Option Plan 2004 and Scandent Solutions Corporation Limited Employees Stock Option Plan 2005 have lapsed.

The details of options granted, vested and exercised under the first scheme are given in Appendix 1.

Corporate Governance Report

The Company is committed to good corporate governance practices. The Board endeavor to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) corporate governance practices and accordingly has implemented all the major stipulations prescribed.

A detailed corporate governance report in line with the requirements of Clause 49 of the listing agreement regarding the corporate governance practices followed by the Company and a certificate of compliance from Mr. Sudhir V Hulyalkar, practicing Company Secretary along with management discussion and analysis report forms part of this Directors'' Report.

Personnel

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended forms part of this report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to all the members of the Company excluding the aforesaid information and the said particulars are made available for inspection at the registered office of the Company during working hours for a period of twenty one days before the date of Annual General Meeting.

Directors'' Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956 (the Act), the Board, based on the representations received from the operating management, hereby confirm that:

1. In the preparation of the annual accounts for the year ended 31 December 2014, the applicable accounting standards have been followed and there were no material departures.

2. The Board has 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 profit or loss of the Company for the period.

3. The Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Board has prepared the annual accounts on a going concern basis.

Statutory Auditors

The Shareholders in the 13th Annual General Meeting of the Company had appointed M/s Price Waterhouse,Chartered Accountants (Firm Registration No. 012754N) as Statutory Auditors of the Company to hold office from the conclusion of the 13th AGM till the conclusion of the 18th annual general meeting of the Company subject to ratification in every annual general meeting. The firm, M/s. Price Waterhouse is converted into a Limited Liability Partnership ("LLP") with effect from July 25, 2014 and the name of the LLP is Price Waterhouse Chartered Accountants LLP. The ratification of the appointment of M/s Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016), as Statutory Auditors of the Company is re-commended to shareholders for their approval in the ensuing Annual General Meeting.

Corporate Social Responsibility Committee

In compliance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company at its Meeting held on 07th November, 2014 has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The CSR Committee comprises of the following members:

1. Mr. Ashok Kumar Ramanathan - Chairman

2. Mr. Henry D Souza - Member

3. Mr. Alok Kumar Sinha - Member

The CSR Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibilty Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, recommending to Board the amount of expenditure to be incurred on CSR activities and monitoring the Corporate Social Responsibility Policy of the Company from time to time.

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

Information as per Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in the Appendix 2 included in this report (Corresponding to section 134(3)(m) of the Companies Act 2013).

Fixed Deposits

During the year ended 31 December 2014, the Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 (Section 73 and 76 of the Companies Act, 2013 as applicable) and as such no amount of principal or interest was outstanding as of the balance sheet date.

Acknowledgements

The Board thanks the Company''s customers, clients, vendors, investors and bankers for their support during the year. The Board places on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors,

David Bauernfeind Alok Kumar Sinha Non Executive Director & Executive Director & Chairman Chief Executive Officer

Place: London Place : Bangalore Date: February 27, 2015 Date : February 27,2015


Dec 31, 2013

Dear Shareholders,

The Board of Directors ("Board") is pleased to present the thirteenth annual report and the audited statement of accounts for the year ended 31 December 2013.

Financial Results

Indian GAAP (consolidated)

31 December 31 December Particulars 2013 2012 (Rs. in lakhs) (Rs. in lakhs)

Total Income 26,615 22,508

Total Expenditure 22,632 19,394

Proft before Interest, 3,983 3,114 Depreciation and Tax

Depreciation & Amortization 499 508

Finance Costs 17 16

Exceptional Items Gain/(Loss) 438 (536)

Profit/(Loss) before Tax 3,905 2,054

Income Tax 874 829 (including deferred tax)

Net Profit / (Loss) after Tax 3,031 1,225

Earnings/ (Loss) per share Rs. 2.72 1.10

Indian GAAP (standalone)

31 December 31 December Particulars 2013 2012 (Rs. in lakhs) (Rs. in lakhs)

Total Income 13,066 10,802

Total Expenditure 9,882 8,548

Profit before Interest, 3,184 2,254 Depreciation and Tax

Depreciation & Amortization 434 344

Finance Costs 17 16

Exceptional Items Gain/(Loss) 165 (536)

Profit/(Loss) before Tax 2,898 1,358

Income Tax 744 715 (including deferred tax)

Net Profit / (Loss) after Tax 2,154 643

Earnings / (Loss) per share Rs. 1.93 0.58

Review of Operations (Rs. in lakhs)

During the year ended 31 December 2013, the consolidated income of the Company was Rs. 26,615 as against Rs. 22,508 during the previous year ended 31 December 2012. At a standalone level the total income of the Company for the year ended 31 December 2013 amounted to Rs. 13,066 compared to Rs. 10,802 during the previous year ended 31 December 2012.

Dividend

The Board does not recommend a dividend per equity share.

Share Capital

There was no change in the paid up share capital of the Company. As at 31 December 2013, the paid up capital of the Company was Rs. 1,114,037,160/. This comprises 111,403,716 equity shares of Rs. 10/ each fully paid up.

Subsidiary Companies

As at 31 December 2013, your Company had 5 subsidiary companies, namely

- Xchanging Solutions (USA) Inc., USA

- Xchanging Solutions (Europe) Limited, UK

- Xchanging Solutions (Singapore) Pte. Ltd. Singapore

- Xchanging Solutions (Malaysia) Sdn. BHD, Malaysia

- Nexplicit Infotech India Private Limited, India

As per the provisions of the Companies Act, 1956, the Company needs to attach the balance sheet and profit and loss account of the Company''s subsidiaries in the annual report of the Company. However, as per the provisions of Section 212(8) and the General Circular No. 2/2011 dated 8 February 2011, the Ministry of Corporate Affairs has given a general exemption from attaching the balance sheet and profit and loss account of the Company''s subsidiaries in the annual report of the Company provided that the Board of Directors passes a resolution for not attaching the balance sheet of the subsidiary concerned and the necessary disclosures are made in the annual report of the Company.

The Board believes that the consolidated accounts present a full and fair view of the state of affairs and the financial condition of the Group. Accordingly, the Board of Directors has passed a resolution for not attaching the balance sheet of the subsidiaries and the necessary disclosures are made in the annual report of the Company. Thus, the annual report does not contain the financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company and its subsidiaries. The accounts of these subsidiary companies along with related information are available for inspection during business hours at the Company''s registered office.

Employee Stock Option Plans

The Company had announced following Employee Stock Option Plans (ESOPs) in due compliance with SEBI (ESOS & ESPS) Guidelines, 1999 and any amendment thereto, which were approved by the shareholders.

- Cambridge Solutions Limited Employee Stock Option Plan 2006

- Scandent Solutions Corporation Limited Employee Stock Option Plan 2005

- Scandent SSI IT Services Employee Stock Option Plan 2004

- Scandent Solutions Corporation Limited Employee Stock Option Plan 2004

All the outstanding options under Scandent Solutions Corporation Limited Employee Stock Option Plan 2004, Scandent SSI IT Services Employee Stock Option Plan 2004 and Scandent Solutions Corporation Limited Employees Stock Option Plan 2005 have lapsed.

The details of options granted, vested and exercised under the first scheme are given in appendix 1.

Corporate Governance Report

The Company is committed to good corporate governance practices. The Board endeavor to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) corporate governance practices and accordingly has implemented all the major stipulations prescribed.

The Company followed optimum combination of Executive Directors and Independent Directors throughout the period and the Company is ensuring compliance with regard to the constitution of committees such as the Audit Committee and the Investor Grievance Committee.

A detailed corporate governance report in line with the requirements of Clause 49 of the listing agreement regarding the corporate governance practices followed by the Company and the practicing company secretary''s certificate indicating compliance of mandatory requirements along with management discussion and analysis report are given as part of the annual report.

Personnel

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended forms part of this report. However, in pursuance of Section 219(1) (b)(iv) of the Companies Act, 1956, this report is being sent to all the members of the Company excluding the aforesaid information and the said particulars are made available at the registered offce of the Company.

Directors'' Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956 (the Act), the Board, based on the representations received from the operating management, hereby confirms that:

- In the preparation of the annual accounts for the year ended 31 December 2013, the applicable accounting standards have been followed and there were no material departures.

- The Board has 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 profit or loss of the Company for the period.

- The Board has taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Board has prepared the annual accounts on a going concern basis.

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

Information as per Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988, is given in the appendix 2 included in this report.

Fixed Deposits

The Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956; and as such no amount of principal or interest was outstanding as of the balance sheet date.

Acknowledgements

The Board thanks the Company''s clients, vendors, investors and bankers for their support during the year. The Board place on record their appreciation of the contribution made by employees at all levels.

The Board thanks the Government of India particularly the Ministry of Communication and Information Technology, SEZ authorities, the Customs and Excise Departments, the Software Technology Parks - Bangalore and Chennai, the Reserve Bank of India, the State Governments, and other Government Agencies for their support, and look forward to their continued support in the future.

For and on behalf of the Board of Directors,

Kenneth Lever David Bauernfeind

Date : 28 February 2014

Place : London, UK


Dec 31, 2012

Dear Shareholders,

The directors are pleased to present the Twelfth Annual Report and the Audited Statement of Accounts of the Company for the year ended December 31, 2012.

Financial Results

As per Indian GAAP Standalone

December December Particulars 31''2012 31''2011 (Rs. in (Rs. in lakhs) lakhs)

Total Income 10,802 18,609

Total Expenditure 8,548 13,816

Profit before Interest, 2,254 4,793 Depreciation and Tax

Depreciation & Amortization 344 851

Finance Costs 16 321

Exceptional cost & Prior 536 15,588 period items

Profit/(Loss) before Tax 1,358 (11,967)

Income Tax 715 988 (including deferred tax)

Net Profit / (Loss) after Tax 643 (12,955)

Earnings/(Loss) per share Rs. 0.58 (11.63)

As per Indian GAAP Consolidated

December December Particulars 31''2012 31''2011 (Rs. in (Rs. in lakhs) lakhs)

Total Income 22,508 59,166

Total Expenditure 19,394 56,135

Profit before Interest 3,114 3,031 Depreciation and Tax

Depreciation & Amortization 508 1,319

Finance Costs 16 339

Exceptional cost & 536 (53,632) Prior period items

Profit / (Loss) before Tax 2,054 55,005

Income Tax 829 1,268 (including deferred tax)

Net Profit / (Loss) after Tax 1,225 53,737

Earnings/(Loss) per share Rs. 1.10 48.24

Review of Operations (Rs. in lakhs)

During the year ended December 31, 2012, the consolidated revenue of your Company was Rs. 22,508 as against Rs. 59,166 during the previous year ended December 31, 2011. At a standalone level the total revenue of the Company for the year ended December 31, 2012 amounted to Rs.10,802 compared to Rs. 18,609 during the previous year ended December 31, 2011. The BPO divisions of Group are disposed off at different intervals of time during the year ended December 31, 2011 and hence the revenues from such divisions in the standalone & consolidated financials in the previous year are up to time of their disposal. The revenue from the continued ITO business of the Group for the year ended December 31, 2012 amounted to Rs. 20,883 compared to Rs. 20,896 for the year ended December 31, 2011.

Dividend

Your Directors are not recommending any dividend on the Equity Shares.

Share Capital

There was no change in the paid up share capital of the Company. As at December 31, 2012, the paid up capital of the Company was Rs. 1,114,037,160/- comprising of 111,403,716 equity shares of Rs. 10/- each fully paid-up.

Subsidiary Companies

As at December 31,2012, your Company had 5 subsidiary companies, namely

1. Xchanging Solutions (USA) Inc., USA (Formerly Cambridge Solutions and Services Inc., USA)

2. Xchanging Solutions (Europe) Limited, UK (Formerly Cambridge Solutions Europe Limited, UK)

3. Xchanging Solutions (Singapore) Pte Ltd. Singapore (Formerly Cambridge Solutions (Xchanging) Pte Ltd, Singapore)

4. Xchanging Solutions (Malaysia) Sdn. BHD, Malaysia (Formerly Cambridge Solutions Sdn. BHD, Malaysia,)

5. Nexplicit Infotech India Private Limited, India

The names of Cambridge Solutions (Xchanging) Pte Ltd, Cambridge Solutions and Services, Inc., Cambridge Solutions Europe Limited and Cambridge Solutions Sdn. BHD, subsidiaries of the Company, were changed to Xchanging Solutions (Singapore) Pte. Ltd., Xchanging Solutions (USA) Inc., Xchanging Solutions (Europe) Limited and Xchanging Solutions (Malaysia) Sdn. BHD, respectively, during the year.

Indigo Markets Limited, Bermuda went in to Members'' Voluntary winding up in December 2011 and is finally dissolved on January 10, 2012.

Cambridge Solutions Pty Ltd., Australia had been a dormant company since long time and accordingly it was decided to dissolve the same by deregistering it from the records of the Australian Securities and Investment Commission (ASIC). The Company has been deregistered from ASIC with effect from March 20, 2012.

As per the provisions of the Companies Act, 1956, the Company needs to attach the Balance Sheet and Profit & Loss Account of the Company''s subsidiaries in the annual report of the Company. However, as per the provisions of Section 212(8) and the General Circular No. 2/2011 dated February 8, 2011, the Ministry of Corporate Affairs has given a general exemption from attaching the Balance Sheet and Profit & Loss Account of the Company''s subsidiaries in the annual report of the Company provided that the Board of Directors passes a resolution for not attaching the balance sheet of the subsidiary concerned and the necessary disclosures are made in the annual report of the Company.

The Directors believe that the consolidated accounts present a full and fair view of the state of affairs and the financial condition of the Group. Accordingly, the Board of Directors have passed Resolution for not attaching the balance sheet of the subsidiaries and the necessary disclosures are made in the annual report of the Company. Thus, the annual report does not contain the financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company and its subsidiaries. The accounts of these subsidiary companies along with related information are available for inspection during business hours at your Company''s Registered Office.

Employee Stock Option Plans

Your Company had announced following Employee Stock Option Plans (ESOPs) in due compliance with SEBI (ESOS & ESPS) Guidelines, 1999 and any amendment thereto, which were approved by the shareholders.

1. Cambridge Solutions Limited Employee Stock Option Plan 2006

2. Scandent Solutions Corporation Limited Employee Stock Option Plan 2005

3. Scandent SSI IT Services Employee Stock Option Plan 2004

4. Scandent Solutions Corporation Limited Employee Stock Option Plan 2004

All the outstanding options under Scandent Solutions Corporation Limited Employee Stock Option Plan 2004, Scandent SSI IT Services Employee Stock Option Plan 2004 and Scandent Solutions Corporation Limited Employees Stock Option Plan 2005 have lapsed.

The details of options granted, vested and exercised under the first two schemes are given in Annexure 1.

Corporate Governance Report

Your Company is committed to good Corporate Governance practices. Your Directors endeavour to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) Corporate Governance practices and accordingly has implemented all the major stipulations prescribed.

Your Company followed optimum combination of Executive Directors and Independent Directors throughout the period and your Company is ensuring compliance with regard to the constitution of Committees such as the Audit Committee and the Investor Grievance Committee.

A detailed Corporate Governance Report in line with the requirements of Clause 49 of the listing agreement regarding the Corporate Governance practices followed by the Company and the Practicing Company Secretary''s Certificate indicating compliance of mandatory requirements along with Management Discussion and Analysis Report are given as part of the Annual Report.

Personnel

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended forms part of this report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to all the members of the Company excluding the aforesaid information and the said particulars are made available at the Registered Office ofthe Company.

Directors'' Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956 (the Act), your Directors, based on the representations received from the Operating Management, hereby confirm that:

1. In the preparation of the annual accounts for the year ended December 31, 2012, the applicable accounting standards have been followed and there were no material departures.

2. 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period.

3. The Directors have taken proper and sufficient care ofthe maintenance of adequate accounting records in accordancewiththeprovisionsoftheActforsafeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Auditors

M/s. Price Waterhouse & Co., Bangalore, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion ofthe ensuing Annual General Meeting and being eligible, offerthemselves for reappointment.

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

Information as per Section 217(1)(e) ofthe Companies Act, 1956, read with Companies (Disclosure of particulars in Report of the Board of Directors) Rules, 1988, is given in the Annexure 2 included in this report.

Fixed Deposits

Your Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 and as such no amount of principal or interest was outstanding as of the balance sheet date.

Acknowledgements

Your Directors thank the Company''s clients, vendors, investors and bankers for their support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels.

Your Directors thank the Government of India particularly the Ministry of Communication and Information Technology, the Customs and Excise Departments, the Software Technology Parks - Bangalore and Chennai, the Reserve Bank of India, the State Governments, and other Government Agencies for their support, and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Kenneth Lever David Bauernfeind

Date : March 01, 2013

Place: London, UK

 
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