Notes to Accounts of CES Ltd.

Jun 30, 2014

1. Related Party Transactions:

During the period July 2013 to June 2014, the Company has entered into some transactions, which can be deemed as related party transactions. All these matters have been approved by the Board and the Govt. of India, wherever necessary.

2. Since the current year is the first year of consolidation, the company has not presented the comparative consolidated figures for the previous year ended 30th June, 2013, which has been provided in AS-21.

3. The post acquisition loss of Rs. 27,24,919 attributable to minority share holders of CES Information Technologies Private Limited has been adjusted against the post acquisition reserves of the Company. When the said subsidiary reports profits in the subsequent years, all such profits are allocated to the Company until the Minority share of losses currently absorbed has been recovered.

4. There are no dues to SSI units outstanding for more than 30 days.

5. The balances receivable from debtors and payable to creditors at the year-end are subject to confirmation from the respective debtors and creditors.

6. The Company has circulated letters to its suppliers seeking information about their status as mentioned in the Micro Small and Medium Enterprise Development Act, 2006. Since the information from the suppliers has not been received, the provisioning of the interest and disclosure requirement under Schedule VI to the Companies Act, 1956 could not be complied with.

7. The Company has established an overseas branch in USA during the last quarter of current financial year to provide IT Services & IT Enabled Services (ITES) to its esteemed customers. While preparing the financial statements of the company for the year, all the transactions of the overseas branch are also included in the financial statements of the company.

8. The Companies operations predominantly relate to providing IT Services in two primary business segments viz. IT Services and IT Enabled Services (ITES). The Company considers the business segment as the Primary Segment and Geographical Segment based on the location of the customers as the Secondary Segment.

The accounting principles consistently used in the preparation of the financial statements are also consistently applied to record income and expenditure in individual segments. Income and direct expenses in relation to segments are categorized based on items that are individually identifiable to that segment, while the remainders of costs are apportioned on an appropriate basis. Certain expenses are not specifically allocable to individual segments as underlying services are used interchangeably. The Company therefore believes that it is not practical to provide segment disclosures relating to such expenses and accordingly such expenses are separately disclosed as unallocable and directly charged against total income.

The assets of the Company are used interchangeably between segments, and the management believes that it is currently not practical to provide segment disclosures relating to total assets and liabilities since a meaningful segregation is not possible.

9. The figures have been rounded off to the nearest rupee.

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Jun 30, 2013

1. There are no dues to SSI units outstanding for more than 30 days.

2. The balances receivable from debtors and payable to creditors at the year-end are subject to confirmation from the respective debtors and creditors.

3. Related Party Transactions:

During the period July 2012 to June 2013, the Company has entered into some transactions, which can be deemed as related party transactions. All these matters have been approved by the Board and the Govt. of India, wherever necessary.

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

M/s. CES Private Limited (Formerly known as Computech Enterprise Solutions Private Limited) was incorporated in the year 2001. The company is a leading IT Services and Software Development firm providing the highest quality IT Services and solutions at low cost to broad array of public and private sector clients around the world. CES including its investments by way of shares in other bodies corporate other than the customized software development business were proposed to be transferred to and vested in CES LIMITED (Formerly Known as Serve All Enterprise Solutions Limited) on a going concern basis with effect from 1st June, 2010.

CES LIMITED (Formerly Known as Serve All Enterprise Solutions Limited) has received the principle approval from the Bombay Stock Exchange on 20th May, 2011.

In terms of the Scheme of Arrangement (The Scheme) between M/s. CES Private Limited and CES LIMITED (Formerly Known as Serve All Enterprise Solutions Limited) and their respective Shareholders, the company submitted Company Petition No.215 of 2011 connected with Application No.1524 of 2011as per the Companies Act, 1956 (1 of 1956) Under Sections 391 and 394 before the Honorable High Court at Andhra Pradesh.

The Scheme was approved by the Shareholders of the Company (CES LIMITED (Formerly Known as Serve All Enterprise Solutions Limited)) in the Extra Ordinary General Meeting held on 5th November, 2011 which was convened by the Honorable High Court of Andhra Pradesh.

This scheme is presented under Section 391 to 394 and other applicable provisions of the Companies Act, 1956 for the transfer and merger of Business division of CES Private Limited with CES LIMITED (Formerly Known as Serve All Enterprise Solutions Limited). For the transfer and vesting of Business division of CES Private Limited, CES LIMITED (Formerly Known as Serve All Enterprise Solutions Limited) allot One equity Share of Face value of Rs.10/- each fully paid up and 29 Share Warrants to be converted into Equity Shares of Rs.10/- each fully paid up in proportion to 60, 00,000 equity shares of Rs.10/- each held by every member of CES Private Limited.

This scheme between CES Private Limited and CES LIMITED (Formerly Known as Serve All Enterprise Solutions Limited) with effect from 1st June 2010 has been approved by the Hon''ble court of Andhra Pradesh vide its order dated 21st January 2013.

5. In terms of the Scheme of Amalgamation (The Scheme) between M/s. Decatrend Technologies Private Limited (the Transferor) and CES LIMITED (Formerly Known as Serve All Enterprise Solutions Limited) (the Transferee), the transferor company has submitted Company Petition No.182 of 2013 connected with Application No.815 of 2013 as per the Companies Act, 1956 (1 of 1956) Under Sections 391 and 394 before the Honorable High Court at Andhra Pradesh.

This scheme is presented under Section 391 to 394 and other applicable provisions of the Companies Act, 1956 for amalgamation of Transferor Company with the transferee and as the entire Share Capital of the Transferor Company is held by the Transferee Company and its nominees, no shares are of the transferee company shall be allotted in lieu or exchange of its holding in the transferor company and the investment made in the transferor company by way of the share capital by the transferee company shall stand cancelled and accordingly shall stand extinguished without any further application, act or deed or thing to be done by any person.

This scheme of amalgamation between M/s. Decatrend Technologies Private Limited which is 100% wholly owned subsidiary to CES LIMITED (Formerly Known as Serve All Enterprise Solutions Limited) has been approved by the Hon''ble High Court of Andhra Pradesh vide its order dated 8th October 2013 with effect from 1st of April 2012.

6. The Company has circulated letters to its suppliers seeking information about their status as mentioned in the Micro Small and Medium Enterprise Development Act, 2006. Since the information from the suppliers has not been received, the provisioning of the interest and disclosure requirement under Schedule VI to the Companies Act, 1956 could not be complied with.

7. The Companies operations predominantly relate to providing IT Services in two primary business segments viz. IT Services and IT Enabled Services. The Company considers the business segment as the Primary Segment and Geographical Segment based on the location of the customers as the Secondary Segment.

The accounting principles consistently used in the preparation of the financial statements are also consistently applied to record income and expenditure in individual segments. Income and direct expenses in relation to segments are categorized based on items that are individually identifiable to that segment, while the remainders of costs are apportioned on an appropriate basis. Certain expenses are not specifically allocable to individual segments as underlying services are used interchangeably. The Company therefore believes that it is not practical to provide segment disclosures relating to such expenses and accordingly such expenses are separately disclosed as un allocable and directly charged against total income.

The assets of the Company are used interchangeably between segments, and the management believes that it is currently not practical to provide segment disclosures relating to total assets and liabilities since a meaningful segregation is not possible.

8. Previous year''s figures have been regrouped wherever necessary.

9. The figures have been rounded off to the nearest rupee.

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Jun 30, 2012

1. Company overview

Serve All Enterprise Solutions Limited (The "Company") is an Information Technology (IT) and Information Technology Enabled Services (ITES) provider, dedicated to serving the midsize market of global enterprises.

- M/s. CES Private Limited (Formerly known as Computech Enterprise Solutions Private Limited) was incorporated in the year 2001. The company is a leading IT Services and Software Development firm providing the highest quality IT Services and solutions at low cost to broad array of public and private sector clients around the world. CES including its investments by way of shares in other bodies corporate other than the customized software development business were proposed to be transferred to and vested in SERVE ALL ENTERPRISE SOLUTIONS LIMITED on a going concern basis with effect from 1st June, 2010.

- SERVE ALL ENTERPRISE SOLUTIONS LIMITED has received the principle approval from the Bombay Stock Exchange on 20 th May, 2011.

In terms of the Scheme of Arrangement (The Scheme) between M/s. CES Private Limited and M/s. Serve All Enterprise Solutions Limited and their respective Shareholders, the company submitted Company Petition No.215 of 2011 connected with Application No.1524 of 2011as per the Companies Act, 1956 (1 of 1956) Under Sections 391 and 394 before the Honorable High Court at Andhra Pradesh.

The Scheme was approved by the Share holders of the Company (Serve All Enterprise Solutions Limited) in the Extra Ordinary General Meeting held on 5th November, 2011 which was convened by the Honorable High Court of Andhra Pradesh.

This scheme is presented under Section 391 to 394 and other applicable provisions of the Companies Act, 1956 for the transfer and merger of Business division of CES Private Limited with Serve All Enterprise Solutions Limited. For the transfer and vesting of Business division of CES Private Limited, Serve All Enterprise Solutions Limited allot One equity Share of Face value of Rs.10/- each fully paid up and 29 Share Warrants to be converted into Equity Shares of Rs.10/- each fully paid up in proportion to 60, 00,000 equity shares of Rs.10/- each held by every member of CES Private Limited.

This scheme between CES Private Limited and Serveall Enterprise Solutions Limited with effect from 1st June 2010 has been approved by the Hon''ble court of Andhra Pradesh vide its order dated 21st January 2013 and accordingly the effect of the scheme has been considered in the books of accounts.

The balances receivable from debtors and payable to creditors at the year end are subject to confirmation from the respective debtors and creditors.

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

- Related Party Transactions

During the financial year 2012 -13 the Company has entered into some transactions, which can be deemed as related party transactions. All these matters have been approved by the Board and the Govt. of India, wherever necessary.

- The Company has circulated letters to its suppliers seeking information about their status as mentioned in the Micro Small and Medium Enterprise Development Act, 2006. Since the information from the suppliers has not been received, the provisionising of the interest and disclosure requirement under Schedule VI to the Companies Act, 1956 could not be complied with.

- The Companies operations predominantly relate to providing IT Services in two primary business segments viz. IT Services and IT Enabled Services. The Company considers the business segment as the Primary Segment and Geographical Segment based on the location of the customers as the Secondary Segment.

The accounting principles consistently used in the preparation of the financial statements are also consistently applied to record income and expenditure in individual segments. Income and direct expenses in relation to segments are categorized based on items that are individually identifiable to that segment, while the remainders of costs are apportioned on an appropriate basis. Certain expenses are not specifically allocable to individual segments as underlying services are used interchangeably. The Company therefore believes that it is not practical to provide segment disclosures relating to such expenses and accordingly such expenses are separately disclosed as un allocable and directly charged against total income.

The assets of the Company are used interchangeably between segments, and the management believes that it is currently not practical to provide segment disclosures relating to total assets and liabilities since a meaningful segregation is not possible.

- Previous year''s figures have been regrouped wherever necessary. The previous year figures are after considering the effect of the scheme of arrangement.

- The figures have been rounded off to the nearest rupee.

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Jun 30, 2011

1. Particulars of employees in accordance with Sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975. NIL

2. M/s. CES Private Limited (Formerly known as Computes Enterprise Solutions Private Limited) was incorporated in the year 2001. The Company is a leading IT services and software development firm providing the highest quality IT services and solutions at low cost to broad array of public and private sector clients around the world. CES including its investments by way of shares in other bodies corporate other than the customised software development business were proposed to be transferred to and vested in SERVE ALL ENTERPRISE SOLUTIONS LIMITED on a going concern basis with effect from 1st July, 2010

SERVE ALL ENTERPRISE SOLUTIONS LIMITED has received the in principle approval for the scheme of arrangement, from Bombay Stock Exchange on 20th May 2011.

In terms of the Scheme of Arrangement between M/s. CES Private Limited and M/s. Serve All Enterprise Solutions Limited and their Respective Share Holders, the Company submitted COMPANY PETITION NO. 215 OF 2011 CONNECTED WITH COMPANY APPLICATION NO. 1524 OF 2011 as per the Companies Act, 1956 (1 of 1956) Under Sections 391 and 394 before the Hon'ble High Court at Andhra Pradesh.

The Scheme was approved by the shareholders of the Company (Serve All Enterprise Solutions Limited) in the Extra Ordinary General Meeting held on 5th November, 2011 which was convened by Hon'ble High Court of Andhra Pradesh.

In this connection the Company applied for extension of Annual General Meeting which was approved by Registrar of Companies, Andhra Pradesh till 31st March 2012 vide their letter date 7th December 2011. Due to pending approval of the Hon'ble High Court of Andhra Pradesh, the Board of Directors decided to proceed as per the records.

Pending approval of the Hon'ble High Court of Andhra Pradesh, the effect of transfer of certain investments, loans, advances and assets has not been given effect in the books of account of Serve All Enterprises Solutions Limited.

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

4. The balances receivable from debtors and payable to creditors at the year end are subject to confirmation from the respective debtors and creditors.

5. Related Party Transactions

During the financial year 2010 -11 the Company has entered into some transactions, which can be deemed as related party transactions. All these matters have been approved by the Board and the Govt, of India, wherever necessary.

6. Realised gains & loss in foreign exchange transactions are recognised in Profit & Loss Account. During the year realized Gain on foreign exchange fluctuation is Rs.760,365/-

7. The Company has circulated letters to its suppliers seeking information about their status as mentioned in the Micro Small and Medium Enterprise Development Act, 2006. Since the information from the suppliers has not been received, the provision sing of the interest and disclosure requirement under Schedule VI to the Companies Act, 1956 could not be complied with.

8. The Company has debited the gratuity amount of Rs. 1,802,240/- (Previous Year 2,545,519/- )to the Profit and Loss Account as per AS - 15 on actuarial basis.

9. The Companies operations predominantly relate to providing IT Services in two primary business segments viz. IT Services and IT Enabled Services. The Company considers the business segment as the Primary Segment and Geographical Segment based on the location of the customers as the Secondary Segment.

The accounting principles consistently used in the preparation of the financial statements are also consistently applied to record income and expenditure in individual segments. Income and direct expenses in relation to segments are categorized based on items that are individually identifiable to that segment, while the remainders of costs are apportioned on an appropriate basis. Certain expenses are not specifically allocable to individual segments as underlying services are used interchangeably. The Company therefore believes that it is not practical to provide segment disclosures relating to such expenses and accordingly such expenses are separately disclosed as unallocable and directly charged against total income.

The assets of the Company are used interchangeably between segments, and the management believes that it is currently not practical to provide segment disclosures relating to total assets and liabilities since a meaningful segregation is not possible.

BUSINESS SEGMENTS:

Profit and Loss Statements for the year ended 30th June,11 IT Services IT Enabled Services Total

total paired income tax during the year. The deferred income tax provision for the current year amounts to Rs. 694,101/- towards deferred income tax liability. (Previous year Rs 293,085/-)

10. Previous years figures have been regrouped wherever necessary.

11. The figures have been rounded off to the nearest rupee.

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Jun 30, 2009

1 Particulars of Employees in accordance with Sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975. ML

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

3. There are no dues to SSI units outstanding for more than 30days.

4. No confirmations were obtained from debtors/ creditors as to the balance receivable from/ payable to them as at year end.

5. Related Party Transactions

During the financial year 2008 -09, the Company has entered into some transactions, which can be deemed as related party transactions.

S. No. Name of the Related Party Nature of Relation

1 CESUSA Inc. Common Directors

2 Computech Corporation Common Directors

3 CES Private Limited Common Directors

6. "Realized gains & loss in foreign exchange transactions are recognized in Profit & Loss Account. During the year realized loss on foreign exchange fluctuation is Rs.25,67,607/-

7. The Company has circulated letters to its suppliers seeking information about their status as mentioned in the Micro Small and Medium Enterprise development Act 2006. Since the information from the suppliers has not been received, the provisioning of the interest and disclosure requirements under Schedule VI to the Companies Act, 1956 could not be complied with.

8. The Company has debited the gratuity amount of Rs.6, 55,311/- to Profit and Loss Account as per AS-15 on actuarial basis.

9. The Companys operations predominantly relate to providing IT services in two primary business segments viz. IT Services and IT Enabled Services. The Company considers the business segment as the primary segment and geographical segment based on the location of customers as the secondary segment.

The accounting principles consistently used in the preparation of the financial statements are also consistently applied to record income and expenditure in individual segments. Income and direct expenses in relation to segments are categorized based on items that are individually identifiable to that segment, while the remainders of costs are apportioned on an appropriate basis. Certain expenses are not specifically allocable to individual segments as the underlying services are used interchangeably. The Company therefore believes that it is not practical to provide segment disclosures relating to such expenses and accordingly such expenses are separately disclosed as unallocable and directly charged against total income.

The assets of the Company are used interchangeably between segments, and_ the management believes that it is currently not practical to provide segment disclosures relating to total assets and liabilities since a meaningful segregation is not possible.

10. In accordance with Accounting Standard 22 (AS 22) issued by the ICAI, the Company has accounted for deferred income tax during the year. The deferred income tax provision for the current year amounts to Rs. 1, 88,366/- towards deferred income tax liability. (Previous year Rs : 18, 343/- towards deferred income tax Asset.)

11. Previous years figures have been regrouped wherever necessary.

12. The figures have been rounded off to the nearest rupee.