Directors Report of Glodyne Technoserve Ltd.

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report of your Company on the business and operations of the Company, together with the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars Standalone

March 31, March 31, 2013 2012

Total Income 118718.80 161247.06

Profit / (Loss) Before Taxes 229.96 37769.79

Less: Provision for Income Tax (net off short/(excess) provision for earlier

years) (934.48) (12979.80)

Less: Provision for deferred tax/wealth

Tax/fringe benefit tax 705.52 914.86

Profit / (Loss) After Taxes 1.00 25704.84

Profit available for Appropriation 1.00 25704.84

Less: Proposed Dividend - 67.62

Less: Provision for Tax on Dividend - 10.97

Add: Balance Brought forward from

last year 54309.27 28683.02

Balance carried to Balance Sheet 33650.78 54387.86

REVIEW OF PERFORMANCE:

On a Standalone basis, your Company has recorded a total income of 118718.80 Lakhs for the financial year ended March 31, 2013, an decrease of 27% compared to last year's figure of Rs. 161247.06 Lakhs. The Company's profit /loss after tax stood at Rs. 1.00 Lakhs. Due to subdued performance of the US subsidiary in view of the non availability of the working capital at US, hence delayed integration and delays in the indian projects execution, the results were lower as compared to the previous year. In view of the losses and key investments being held in various projects and US subsidiary, the Company has been facing liquidity issues. The detailed analysis on the Company Standalone /Consolidated financial results for the year end is given in the Management Discussion & Analysis (MD&A) Report which is separately annexed as part of the Annual Report.

DIVIDEND:

The Company as per its profit sharing policy, has been extending the profit participation to it shareholders through distribution of dividend. Your Company has been consistently dividend paying company. However, due the subdued performance and liquidity tightness, there is need to deploy the funds in the projects for the Company's performance recovery, the Board of Directors do not recommend any dividend for the year.

FINANCE AND CAPITAL STRUCTURE:

A) Cancellation of Warrants issued under the preferential guidelines:

As per the approval granted by the members of the Company at the 14th Annual General Meeting, the Company on receipt of the requisite Stock Exchange Approvals had issued 15,00,000 warrants, carrying the entitlement of conversion of 1(one) equity share of Rs. 6/- each (Rupees Six only) at Rs. 400/- per warrant to Glodyne Global Private Limited, a promoter group Company. The warrants were due for conversion in April, 2013.Since the Warrant holder did not exercise the conversion option, the said warrants have been cancelled and the amount paid for subscription of warrants have been forfeited in favor of the Company.

B) Increase in Share Capital:

Allotment on exercise of stock options under Employee Stock Option Scheme:

During the year, 157,884 equity shares of the face value of Rs. 6/- each (post subdivision) has been issued on the exercise of Stock Options under the Employee Stock Option Scheme 2006 of the Company. As a result of the above, the Company's paid up capital stood increased to Rs. 27.09 crores consisting of 4,51,51,940 equity shares of Rs. 6 each/-.

C) Banking and Finance

In view of the subdued financial position of the Company, there have been certain payment issues in the banking and finance arrangement of the Company with its Bankers / Financing institutions. The Company has been in discussion with some of the Bankers for restructuring of the facilities and some of the Bankers have already restructured / are in process of restructuring the exposure, which will help the Company to revive its projects for better financial position. The Company has, during the year, due to Government Projects delays and cash outflow for servicing of debt, faced liquidity constraints.

D) Promoter Shareholding

During the year, the Promoters shareholding has come down on account of the invocation and / or sale of shares pledged by the Promoters in favour of Bankers/ Lenders.

DIRECTORS:

Pursuant to the provisions of the Companies Act, 1956 and in accordance with the Articles of Association of the Company, Mr. Bryan Sanderson will be retiring by rotation at the ensuing Annual General Meeting. Due to his other business plans and pre occupations, Mr. Sanderson has not sought his re-appointment. The Board of Directors put on record their appreciation towards Mr. Sanderson's contribution.

Shareholders attention is drawn to the relevant items appearing in the Notice of the A.G.M. and the explanatory statement, seeking the approval of the members in this matter.

EMPLOYEES STOCK OPTION SCHEME

In accordance with the Glodyne Employees Stock Option Scheme, 2010 of the Company, No Stock Options (post subdivision no.) were granted during the year by the Compensation Committee. No fresh grants were made under the Employee Stock Option Scheme, 2006 of the Company. The particulars required under the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are annexed to and form part of this report. No employee was issued Stock Option during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant. The Scheme is applicable to the eligible employees which include employees and directors of the Company and its subsidiary companies.

LITIGATIONS

During the year, certain litigations have been filed against the Company and Directors, including some petitions for winding up of the Company. The Company has been defending the same on merits. The management has taken and been taking all diligent steps under legal advise to defend the Company. The Company has not till date received any adverse order impacting it materially. The Company has also been working on mediation on some of the litigations, wherever desirable.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance norms as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A separate section on Corporate Governance Report and a Certificate from the Company's Statutory Auditors confirming compliance with the conditions of Corporate Governance by the Company as stipulated in Clause 49 of the Listing Agreement are annexed to and forming part of this report.

STATUTORY INFORMATIONS:

CONSERVATION OF ENERGY, EFFORTS FOR EXPORT MARKET DEVELOPMENT, R & D ACTIVITIES, FOREIGN EXCHANGE EARNINGS & OUTGO AND TECHNOLOGY ABSORPTION:

As required under Section 217(1) (e) of the Companies Act, 1956 and the rules made thereunder, the necessary details are given hereunder:

Conservation of Energy

Your Company's operations are Information technology driven and services focused, the operations are not energy intensive. Hence there are no particulars required to be furnished in respect of conservation of energy. However, as a responsible corporate citizen, the Company carries out various energy conservation measures, including use of equipments for minimizing power consumption.

Export Market Development

The Company has been working on development of the export market development the our its subsidiaries. The Company operates in the USA through its subsidiaries and has been making further efforts to offshore the activities carried out in the US by its subsidiaries, which includes internal outsourcing and client servicing. The Company focuses on offshore servicing of US clients, thereby increasing export share.

Research & Development Activities

The Company's projects which involve Information Technology for the social sector and transformational projects also essentially involve research and development to make these projects more effective. There is a constant endeavour at your Company to this end. For such purposes, the Company invests and carries out the research and development activities. To enhance the capabilities of service delivery, Company has in house developed mobile application for its on field support services. It has resulted in efficiency improvements and cost savings. The Company also carried out virtualization of the Data Centers at US, which resulted in better performance of the data centers and efficiency.

Foreign Exchange Earnings and Outgo / Technology Absorption

During the year under review, the Company has earned NIL foreign currency (Previous year Rs. 2377.76 Lakhs) and has spent Rs. 314.55 Lakhs (Previous year - Rs. 193.58 Lakhs). Details of the same are available vide note nos. 27 & 28 of the Notes forming part of the Audited Accounts, attached herewith.

The Company has not imported any foreign technology & hence the requisite particulars in this regard are Nil.

Explanation in respect of Auditors comments in the Audit Report.

The Board gives the following explanations on the comments of Auditors reported in the Annexure to Auditors Report:

1) Refer Note 4 of Financial Statements as mentioned in Auditors' Report to the members - The writing off of the Advances in the opening balances of the Profit & Loss Account instead of debiting to P& L Account is in accordance with an opinion obtained by the Company in this regards. Since the advances related to a period upto March 31, 2012, the same were directly written off from the opening balances.

2) Refer point (ix) (a) of the Annexure to Auditors' Report to the members on Standalone Financial Statements - In view of the Liquidity constraints faced by the company, there have been delays in payment of the statutory dues. The Company has making diligent efforts to resolve the issues and initiate the process of making the payment of the dues. The dues as mentioned in point (b) are being contested by the Company in appeals and therefore, remained pending.

3) Other Matters not amounting to qualification - The Company's subsidiaries are in the service nature of business and therefore as on the date of the balance sheet, considering the overall period since acquired, integration of business of subsidiaries acquired five years ago there is no impairment of the Goodwill. The liquidity constraints are self explanatory.

DISCLOSURE OF PARTICULARS UNDER SECTION 217(2A):

The disclosure about the details of the employees drawing remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, during the year under review forms part of the Directors' Report. However, having regard to the provisions of Section 219 (i) (b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the shareholders of the Company and others entitled thereto. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company. The statement is also available for inspection at the registered office during working hours upto the date of the forthcoming Annual General Meeting (AGM).

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

(i) that in the preparation of the accounts for the financial year ended March 31,2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review and of the profit for the year under review;

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

(iv) that the Directors have prepared the accounts for the financial year ended March 31,2013 on a going concern basis.

SUBSIDIARY COMPANIES:

As on March 31,2013, your Company's subsidiaries included Glodyne People power Limited, Smaarftech Technologies Private Limited, Glodyne Technoserve Inc., Decision One Corporation USA and its 2 US subsidiaries, Glodyne Technoserve East Inc., Front Office Technologies, Inc., Compulink USA Inc., Compulink Software Pte. Ltd., Compulink Europe Ltd.

Ministry of Corporate Affairs has granted general exemption under Section 212(8) of the Companies Act, 1956 exempting companies from attaching copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of Subsidiaries as specified under Section 212(1) of the Companies Act, 1956 subject to publication of certain summarised financial information of the subsidiaries in the Annual Report. Also, as required, the Company has attached to this report, Consolidated Audited Accounts of the Company and all its subsidiaries. Accordingly these documents related to subsidiaries are not attached to the Balance Sheet and the summarised financial information related to subsidiaries is included in the Annual Report. The annual accounts of the subsidiaries along with the related information will be made available to the Members seeking such information at any point of time. The annual accounts of the subsidiaries are also available for inspection during business hours at the Registered Office of the Company for inspection by any interested shareholder.

FIXED DEPOSITS:

The Company has not accepted any deposits falling within the purview of Section 58A of the Company's Act, 1956 during the year under review, and as such, no principal or interest amount was outstanding on the date of the Balance sheet.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Green Initiative

As permitted by the Ministry of Corporate Affairs (MCA) in its circular "Green Initiative in Corporate Governance" issued towards encouraging paperless compliances, the Company intends to disseminate the Annual Report and related communications for FY- 2012-2013 in electronic mode.

Going forward also the Company's communications / documents (including Notice of General Meetings, Audited Financial Statements, Directors' Report, Auditors' Report and all other documents including Postal Ballot documents) as may be allowed from time to time, by MCA will be send in electronic mode to the registered e-mail addresses of the Members as provided / updated by you and made available to the Company by the Depositories, which will be deemed to be your registered e-mail address for serving the necessary communications / documents.

Your directors also requests you to register your e-mail address with your DP for the purpose of serving of documents by the Company in electronic mode, if your e-mail address is not registered with your Depository Participant (DP).

AUDITORS:

The Present Statutory Auditors of the Company M/s. N M Kapadia & Co, Chartered Accountants, Mumbai, hold their office until the conclusion of the ensuing Annual General Meeting. The present auditors have confirmed their willingness and eligibility under Section 224(1B) of the Companies Act, 1956 for their reappointment for the financial year ending 2013-14 at a remuneration to be decided by the Board of Directors or Committee thereof.

Your Directors recommend their re-appointment at the ensuing Annual General Meeting for your approval.

HUMAN CAPITAL:

The Company has been rationalizing its human capital to suit the reviewed needs. The Company always have had strong culture of bonding and team work and promotes it. The Company's Human Capital has seen turnover in last year in view of the rationalization. The Company's present human capital comprises organic resources and additions made through the overseas acquisitions.

QUALITY INITIALISES:

The Company has been certified with by International Organization for Standardization (ISO) with ISO 27001, the highest certification standard on information security. The Company is also an ISO 9001:2000 certified and CMMi level 3 compliant Company. The Process methodologies are followed to ensure quality deliverables to clients.

ACKNOWLEDGEMENTS:

The Board of Directors put on record their sincere thanks to the clients, vendors, bankers, educational/academic institutions, media, analysts for their continued support and co-operation.

Your Directors place on record their appreciation for the business associates and shareholders. Your Directors also thank all the Government and regulatory authorities connected with the Company's business for their support during the year.

Your Directors also appreciate and value the contribution of each member of Glodyne family including the contribution of the employees at all levels in the growth of the organization.

For and on Behalf of the Board

Sd/- Annand Sarnaaik Chairman & Managing Director Place: Mumbai Date: August 13, 2013

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Mar 31, 2011

The Members of

Glodyne Technoserve Limited

The Directors have pleasure in presenting the Fourteenth Annual Report of your Company, together with the Audited Accounts for the financial year ended March 31, 2011.

FINANCIAL RESULTS: (Rs. in Lakhs)

Particulars Standalone Consolidated Year Ended Year Ended Year Ended March 31, 2011 March 31, 2011 March 31, 2010

Total Income 98,881.83 175,145.79 74,294.27

Profit / (Loss) Before Taxes 20,025.01 23,295.77 12,996.74

Less: Provision for Income Tax (net off short / (excess) provision 5,100.00 5,205.00 2,570.72 for earlier years)

Less: Provision for deferred tax/wealth Tax /fringe benefit tax 508.85 571.52 715.99

Add: Adjustment on account of Alignment in Accounting Policy - - 325.91

Profit / (Loss) After Taxes 14,416.16 17,519.25 10,035.94

Less: Transfer to Minority Interest - 107.70 35.89

Profit available for Appropriation 14,416.16 17,411.55 10,000.05

Less: Transfer to General Reserve 1,441.62 1,441.62 1,917.19

Less: Proposed Dividend @ Rs. 4.2 per share 1,845.80 1,845.80 1,103.70

Less: Provision for Tax on Dividend 299.44 299.44 183.31

Add: Balance brought forward from previous year 17,853.74 18,930.69 13,015.67

Less: Transfer from Debenture Redemption Reserve - - 42.00

Less: Utilized for bonus issue of shares - - 118.73

Balance carried to Balance Sheet 28,683.04 32,755.39 19,734.79

REVIEW OF PERFORMANCE:

On a Consolidated basis, your Company has recorded a total income ofRs. 175,145.79 Lakhs for the financial year ended March 31, 2011, an increase of 133% compared to last year's figure ofRs. 74,294.27 Lakhs. The Earnings before Interest, Tax, Depreciation and Adjustments (EBITDA) stood atRs. 31,625.20 Lakhs as compared to last yearsRs. 17,107.03 Lakhs, recording a growth of 85%. The Company's profit after tax stood at Rs. 17,411.55 Lakhs as compared to previous year's Rs. 10,000.05 Lakhs, recording a growth of 74%. The Consolidated Results of last year included 9 months' financials of DecisionOne Corporation, U.S.A., a Company acquired by your Company in the year and therefore may not be strictly comparable with previous year consolidated results.

DIVIDEND:

Enthused by the continued impressive performance of your Company during the year under review, with expansion of its top line and bottom line, and following the Company's policy for dividend payout, your Directors recommend for your approval, a dividend of Rs. 4.20/- on equity share of Rs. 6/- each, (Previous year a dividend of Rs. 4.20/- on equity share of Rs. 10/- each). Considering the split of equity shares during the year from the face value ofRs. 10/- each to face value ofRs. 6/- each, the effective dividend for the year under review works out at 70% compared to 42% of the previous year. The dividend amount will absorb a total Rs. 1845.80 Lakhs, excluding corporate tax on dividend.

The register of members and share transfer books will remain closed on September 15, 2011 and the dividend will be paid to members whose names appear in the Register of Members as on September 14, 2011; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as benefcial owners.

FINANCE AND CAPITAL STRUCTURE:

A) Strategic Acquisitions / Mergers:

Overseas Acquisition:

Your Company continued on its growth path through a healthy mix of organic and inorganic route. As a part of this strategy and in a major leap towards expanding its presence in one of the largest IMS market in the world i.e. US, the Company during the year acquired DecisionOne Corporation.

DecisionOne is one of the largest, Profitable pure-play technology IMS companies in North America, with revenue of $200 million. DecisionOne has extensive capabilities in providing onsite and remote IMS in the U.S. and Canada. Among its key clients are a number of large enterprise customers including Fortune 500 companies and virtually every major IT manufacturer and IT service provider. The acquisition will significantly enhance Glodyne's position in the $524 billion global technology IMS opportunity and strengthen its global reach with a robust onsite-remote IMS delivery model. Glodyne expects to significantly strengthen its position in the North American market with the addition of marquee clients and highly skilled professionals. The transaction also deepens and broadens the service offering portfolio across many segments, including: data center, networking, server, workstation, and storage services, as well as application management and remote technology infrastructure management services. Company paid a Enterprise Value of US $ 104 million for the acquisition, which was funded by a combination of the debt, equity and internal accruals. The Company has been working on the integration process of DecisionOne with your Company. DecisionOne is one of the subsidiary companies of Glodyne.

B) Sub division (split) of equity shares:

During the year under review, as per the approval granted by the members of the Company at the 13th Annual General Meeting, the Company has subdivided its equity share of face value ofRs. 10/- each to the face value Rs.6/- each. As on March 31, 2011, the paid-up equity share capital is Rs. 26,29,51,680 divided into 4,38,25,280 equity shares of Rs. 6/- each. Pursuant to subdivision, 5408 equity shares have arisen which as per the shareholder consent have been issued in name of the Independent Directors who held the said shares in trust. Accordingly the proportionate amount on sale of shares is being distributed to the entitled shareholders.

C) Increase in Share Capital:

During the year, pursuant to the amalgamation of Compulink Systems Limited and Broadllyne Technologies Limited with the Company, the authorized capital of the Company increased by Rs. 15 Crores and Rs. 1 Crores respectively. Further, the Company increased its Authorized Capital and the Capital as on March 31, 2011 stood atRs. 59.10 Crores, consisting of Nine Crore Equity Shares of Rs.6/- each and Eighty Five Lakhs Preference Shares of Rs.6/- each.

The Company has also issued and allotted:

a) 5,28,403 equity shares of the face value of Rs. 10/- each (pre subdivision) to the shareholders of Compulink Systems Limited (CSL) on approval of Scheme of Amalgamation of CSL with the Company, the equity share capital of the Company is increased from 2,39,75,913 equity shares to 2,45,04,316 equity shares.

b) 17,20,284 equity shares of the face value of Rs. 10/- each (pre subdivision) to the shareholders of Broadllyne Technologies Limited (BTL) on approval of Scheme of Amalgamation of BTL with the Company, the equity share capital of the Company is increased from 2,45,04,316 equity shares to 2,62,24,600 equity shares.

c) 79,988 equity shares of the face value of Rs. 10/- each (pre subdivision) on exercise of Stock Options under the Employee Stock Option Scheme of the Company during the year.

d) 14,53,221 equity shares of the face value ofRs. 10/- each (pre subdivision) on preferential basis in accordance with the consent of the shareholders at the Extra Ordinary General Meeting held on June 10, 2010 and SEBI (ICDR) Regulations to the foreign shareholders with the intend of utilizing the funds for the Company's acquisition. The details of the utilization of funds have been provided by the Company to the Stock Exchanges in accordance with the requirement of the Listing Agreement.

e) 6,00,000 Convertible warrants atRs.180/- per warrant issued to Glodyne Global Pvt. Limited, a promoter group Company. Post sub-division of the shares of the Company, the no. of warrants has proportionately increased to 10,00,000 warrants, carrying the right to apply and seek allotment of one equity share of Rs. 6/- each and at a premium of Rs. 426 per share i.e. total of Rs. 432 per share. Warrants issued to the promoters' group Company are pending exercise of options for acquiring equal number of equity shares, on or before December 22, 2011.

As a result of the above, as on March 31, 2011, the Company's paid up capital stood increased to Rs. 26,29,51,680 consisting of 43,825,280 equity shares of Rs.6/- each.

DIRECTORS:

Pursuant to the provisions of the Companies Act, 1956 and in accordance with the Articles of Association of the Company Mr. Dhiren B. Kothary will be retiring by rotation at the ensuing Annual General Meeting In accordance with Company's policy for rotation of independent Directors, Mr. Dhiren Kothary would retire from the directorship. The Board of Directors puts on record its appreciation towards the contribution made by Mr. Kothary to the Company over the years.

Subsequent to the year end, the Board of Directors has approved the appointment of Mr. Bryan Sanderson, Dr. Mohan Kaul & Mr. Samar Ray as Additional Directors on the Board.

Shareholders attention is drawn to the relevant items appearing in the Notice of the A.G.M. and the explanatory statement, seeking the approval of the members in this matter.

EMPLOYEES STOCK OPTION SCHEME

During the year and pursuant to the approval of the shareholders at their meeting held on December 24, 2010, the Company has formulated Glodyne Employee Stock Option Scheme 2010. The Stock Options under this Scheme & earlier ESOS Scheme ESOS 2006 were also increased proportionately to give effect to the split of the face value of the equity share of the Company from Rs. 10/- each to Rs. 6/- each.

In accordance with the Employee Stock Option Scheme, 2006 & Glodyne Employees Stock Option Scheme, 2010 of the Company, a total number of 60,000 Stock Options (post subdivision no.) & 11,80,980 Stock Options (post subdivision no.) respectively were granted during the year by the Compensation Committee. The particulars required under the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are annexed to and form part of this report. No employee was issued stock option during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

The issuance of equity shares pursuant to exercise of Options does not affect the profit and loss account of the Company, as the exercise is made at the market price as per SEBI Guidelines.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance norms as stipulated under the provisions of the Listing Agreement entered into with the Stock Exchanges. A separate section on Corporate Governance Report and a Certifcate from the Company's Statutory Auditors confirming compliance with the conditions of Corporate Governance by the Company as stipulated in Clause 49 of the Listing Agreement are annexed to and forms part of this report.

STATUTORY INFORMATIONS:

CONSERVATION OF ENERGY, EFFORTS FOR EXPORT MARKET DEVELOPMENT, R & D ACTIVITIES, FOREIGN EXCHANGE EARNINGS & OUTGO AND TECHNOLOGY ABSORPTION:

As required under Section 217(1) (e) of the Companies Act, 1956 and the rules made thereunder, the necessary details are given hereunder:

Conservation of Energy

At your Company's Offices and facilities we make efforts to conserve energy as various levels and also make use of equipments which would save energy. In the internal IT set up owned by the organization, the Company uses technology equipments which make optimal use of energy resources, at all the stages of its activities.

As your Company's business comprises of Technology IMS and Software Services and related activities, the operations are not energy intensive. Hence there are no particulars required to be furnished in respect of conservation of energy.

Export Market Development

The Company has been providing services to client in the US market. The Company has been making efforts for further client mining in the geographies for export development. Subsequent to the acquisition of DecisionOne and integration of the US Company with parent company, the Company expects to provide offshore services to a larger client base in US, and thereby trying to increase the export revenues.

Research & Development Activities

Your Company has undertaken programs in the Technology IMS Market in India which are focused on the Social Sector schemes. The Company invests and carries out the research and development activities for upgrading its products and services delivered to its customers. For such purposes, some of the specifc areas like process changes for service delivery up gradation / customization of the products / solutions offered by the Company, version enhancements, security features are being carried out by the Company. Your company has developed its own applications and service capabilities to cater to large scale technology programs deployed in the social sectors / e - governance programs.

Foreign Exchange Earnings and Outgo / Technology Absorption

During the year under review, the Company has earned Rs. 15,223.80 Lakhs in foreign currency (Previous year Rs. 11,200.41 Lakhs) and has spentRs. 37.28 Lakhs (Previous year -Rs. 17.95 Lakhs). Details of the same are available vide note nos. B - 6 & 7 of the Notes in Schedule L forming part of the Audited Accounts, attached herewith.

The Company has not imported any foreign technology & hence the requisite particulars in this regard are Nil.

DISCLOSURE OF PARTICULARS UNDER SECTION 217(2A):

The disclosure about the details of the employees drawing remuneration in excess of the limits specifed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, during the year under review forms part of the Directors' Report. However, having regard to the provisions of Section 219 (i) (b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the shareholders of the Company and others entitled thereto. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

(i) that in the preparation of the accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review and of the profit for the year under review;

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

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

SUBSIDIARY COMPANIES:

As on March 31, 2011, your Company's subsidiaries included Glodyne Peoplepower Limited, Smaarftech Technologies Private Limited, Glodyne Technoserve Inc. and its step down subsidiaries including DecisionOne Corporation USA and its 2 subsidiaries and Compulink USA Inc., Compulink Software Pte. Ltd., Compulink Europe Ltd.

Ministry of Corporate Affairs has granted general exemption under Section 212(8) of the Companies Act, 1956 exempting companies from attaching copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of Subsidiaries as specified under Section 212(1) of the Companies Act, 1956 subject to publication of certain summarised financial information of the subsidiaries in the Annual Report. Accordingly these documents related to subsidiaries are not attached to the Balance Sheet and the summarised financial information related to subsidiaries is included in the Annual Report. The annual accounts of the subsidiaries along with the related information will be made available to the Members seeking such information at any point of time. The annual accounts of the subsidiaries are also available for inspection during business hours at the Registered Office of the Company for inspection by any interested shareholder.

FIXED DEPOSITS:

The Company has not accepted any deposits falling within the purview of Section 58A of the Company's Act, 1956 during the year under review, and as such, no principal or interest amount was outstanding on the date of the Balance sheet.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Green Initiative

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in Corporate Governance" vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011, respectively, by allowing paperless compliances by companies through electronic mode. Companies are now permitted to send various communications / documents (including Notice of General Meetings, Audited Financial Statements, Directors' Report, Auditors' Report and all other documents including Postal Ballot documents) to its Members, through electronic mode, to the registered e-mail addresses of the Members.

Your Company proposes to henceforth effect all communications / documents, as may be allowed from time to time, including Annual Report for the Financial Year 2010-11, in electronic form to its Members, to the e-mail address provided / updated by you and made available to the Company by the Depositories, which will be deemed to be your registered e-mail address for serving the necessary communications / documents. Your Directors also request you to register your e-mail address with your DP for the purpose of serving of documents by the Company in electronic mode, if your e-mail address is not registered with your Depository Participant (DP).

Glodyne Care Foundation

We are committed to contributing to the society and initiated setting up of "Glodyne Care Foundation", a not-for-Profit trust setup to support our social initiatives. The foundation is setup to promote the object of imparting education, providing medical aid, helping the poor etc. The Foundation embodies corporate systems and processes driven organization operating on a not for Profit basis, with the overall aim to create and support meaningful and innovative activities that will address some of India's most pressing development challenges. The Foundation is being formed with an initial contribution of Rs. 1 Lakh.

AUDITORS:

The Present Statutory Auditors of the Company M/s. N M Kapadia & Co, Chartered Accountants, Mumbai, hold their Office until the conclusion of the ensuing Annual General Meeting. The present auditors have confirmed their willingness and eligibility under Section 224(1B) of the Companies Act, 1956 for their reappointment for the financial year ending 2011-12 at a remuneration to be decided by the Board of Directors or Committee thereof.

Your Directors recommend their re-appointment at the ensuing Annual General Meeting for your approval.

M/s. Kreischer Miller has carried out the US GAAP audit and S.R. Batliboi & Associates has carried out the Indian GAAP Audit of DecisionOne Corporation - largest subsidiary of your Company.

HUMAN CAPITAL:

The Company has expanded its human capital through organic hiring as well as addition through the acquisitions it did. In the Company there are stringent selection processes to ensure fairness and employment of the quality resources. The Company carries out various initiatives for the talent management within the organization and to this intent, various employee centric programs such - Glodyne Care, Excellence workshops, Glofest etc have been designed and are carried out. These various initiatives are aimed to promote healthy competition, motivate the workforce, and aligning them to the organization's objectives. The attrition rate of your company's employees' has been below the industry average. Your Company provides opportunities to the employees for growth in congruence with the Company's goals.

QUALITY INITIAVIES:

The Company being the Service industry follows norms and procedures of international standards. The Company has been certified with by International Organization for Standardization (ISO) with ISO 27001, the highest certifcation standard on information security. The Company is also an ISO 9001:2000 certified and CMMi level 3 compliant Company.

AWARDS & ACCOLADES:

During the year under review, your Company was awarded with the following Awards:

- Maharashtra IT 2010 award

- Best Under a Billion award for the year by Forbes Asia

- Deloitte Technology Fast 500 AsiaPac and Fast 50 India programs

- Super ranked 4th by Business Standard

- Ranked 8th by India Inc amongst the best performing midsized companies in the year

ACKNOWLEDGEMENTS:

The Board of Directors put on record their sincere thanks to the clients, business partners, bankers, media, analysts, research houses for their continued support and co-operation.

Your Directors place on record their appreciation for the business associates and shareholders. Your Directors also thank all the Government and regulatory authorities connected with the Company's business for their support during the year.

Your Directors also appreciate and value the contribution of each member of Glodyne family including the contribution of the employees at all levels in the growth of the organization.

For and on Behalf of the Board

Sd/- Place : Mumbai Annand Sarnaaik

Date : August 05, 2011 Chairman & Managing Director

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Mar 31, 2010

To, The Members of Glodyne Technoserve Limited Your Directors have pleasure in presenting the Thirteenth Annual Report, together with the Audited Accounts for the financial year ended March 31, 2010. FINANCIAL RESULTS: The Consolidated and Standalone financial performance of the Company, for the year ended March 31, 2010 is summarized below. Since the Appointed Date for the Arrangement & Amalgamation of Compulink Systems Limited (CSL) & Broadllyne Technologies Limited (BTL) with Glodyne Technoserve Limited is April 01, 2009, the assets and liabilities of CSL & BTL and its operating results have been incorporated in the Company’s financials for the financial year 2009 - 2010.2010.