Directors Report of Prism Informatics Ltd.

Mar 31, 2015

To

The Members,

PRISM INFORMATICS LIMITED,

The Board of Directors of your Company are delighted to present the 33rd Annual Report of company, along with the audited financial statements for the financial year ended 31st March 2015

1. Financial performance

1.1 STANDALONE RESULTS:

(In Rs.)

Particulars For the year ended For the year ended 31 March,2015 31 March,2014

Revenue

Revenue from Operations 124,213,730 209,993,239

Other income 22,510,629 27,507,752

Total Revenue 146,724,359 237,500,991

Expenses

Cost of Sales & Service 20,725,023 52,002,656

Employee benefits expense 90,676,624 123,047,050

Other expenses 46,414,783 30,749,201

Depreciation 1,888,338 2,272,137

Amortisation - 13,015,054

Finance costs 14,218,509 20,158,527

Total Expenses 173,923,278 241,244,625

Exceptional / Extraordinary Expenses 460,902,262 42,439,889

Profit before tax (488,101,181) (46,183,523)

Tax expense:

- Current tax 2,433,444 (1,335,329)

- MAT credit entitlement

- Deferred tax charge (35,786,835) (1,395,753)

Profit after taxation for the year from (454,747,790) (43,452,441) continuing operations

1.2 CONSOLIDATED RESULTS:

(In Rs.)

For year ended For year ended Particulars March 31,2015 March 31,2014

Total Income 466,905,027 698,320,959

Less: Total Expenditure 22,700,544 715,239,516

Profit before Depreciation (75,950,193) (3,302,712)

Depreciation 8,932,229 13,615,845

Profit after Depreciation & before prior period items (84,882,422) (16,918,557)

Less: Extra ordinary Items 408,645,213 11,559,352

Less: Exceptional Items - -

Profit before taxation (493,527,634) (28,477,909) Tax Expense: - -

1) Current tax 4,422,641 90,304

2) Deferred tax (35,786,835) (1,395,753)

Net profit for year (462,163,440) (124,881,535)

Profit brought forward (301,769,747) (176,888,212)

Transfer to General Reserve - -

Less: Appropriations - -

Interim Dividend Proposed Equity Dividend - -

Preference Dividend - - Dividend Tax - -

2. Company's Performance:

During the financial year 2014-15, company has achieved operational revenue of Rs. 12.42 Crores. However at net level there is a loss of Rs.45.47 Crores. Company suffered a loss due to provisions made for capital commitments towards its wholly owned subsidiaries and disinvestment of its stake in Idhasoft Limited, Associate Company of Prism Informatics Limited.

On consolidated basis, Company booked a revenue of Rs. 46.69 Crores in FY 2014-15. The net loss of Company for FY 2014-15 is Rs. 46.21 Crores.

3. Dividend

The Board of Directors of your company do not recommend any dividend for the year 2014-15.

4. Extract of Annual Return:

The extract of the Annual Return of Company in Form MGT-9 is annexed herewith as Annexure "A" to this report.

5. Number of Meetings of the Board:

During the financial year 2014-15, nine Board Meetings were held. The details of which are given in Corporate Governance Report.

6. Directors' Responsibility Statement:

The directors report that

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

ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of company at the end of the financial year and of the profit and loss account of company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of company and for preventing and detecting fraud and other irregularities.

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

v) The Directors, had laid down internal financial controls to be followed by company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Nomination and Remuneration policy is annexed herewith as Annexure "B" to this report.

8. Particulars of Loans, Guarantees or Investments:

Your company has not directly or indirectly

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of services if any,

b) given any guarantee or provided security in connection with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

Your company has not accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (acceptance of Deposit) Rules, 2014.

9. Particulars of Contracts or Arrangements with Related Parties:

All contracts or arrangements entered into by Company with Related Parties have been done at arm's length and are in the ordinary course of business.

The policy on Related Party Transactions as approved by the Board has been displayed on Company's Website at the link- http://www.whyprism.com/download/Corporate%20Govern ance/Related%20Trade%20Party%20Transactions%20- %20PoHcy.pdf.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure "C" to this report. Related party disclosures as per AS-18 have been provided in Note-27 to the financial statement.

10. State of Company's Affairs:

Discussion on state of Company's affairs has been covered as part of the Management Discussion and Analysis (MDA). MDA for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, is presented in a separate section forming part of the Annual Report.

11. Share Capital:

The paid- up Equity Share Capital as on 31st March, 2015 stood at 24.94 Million. During the year under review, 2% 6,60,000 (nos) Non - Cumulative Compulsory Convertible Preference Shares (NCCP Series -VI) of Rs. 100 each were converted into 26,40,000 Equity Shares of Re. 1 /- each at the conversion price of Rs. 25 per share and 50,000 12% Compulsory Convertible Debentures (CCD Series-V) of Rs. 100/- each were converted into 3,46,020 Equity Shares of Re. 1/- each at the conversion price of Rs. 14.45/- per share. As on March 31, 2015, none of the Directors hold instruments convertible into equity shares of Company.

12. Material changes and commitments, if any, affecting the financial position of Company:

There are no material adverse changes or commitments occurring after March 31, 2015 which may affect the financial position of Company or may require disclosure.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure "D" to this report.

14. Audit Committee:

The Audit Committee comprises of Dr. Nirmal Jain (Chairman), Mr. Atul Pradhan and Mr. Alok Pathak as members of Audit Committee. All the recommendations made by the Audit Committee were deliberated and accepted by the Board.

15. Board Evaluation:

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. Performance evaluation has been carried out as per the Nomination and Remuneration policy.

16. Details of Appointment and Resignation of Directors and Key Managerial Personnel:

In terms of provisions of the Companies Act, 2013 and the Articles of Association of Company, Mr. V. Chandrashekar, Non-Executive Director of Company, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Christ of Anderi was appointed as Non-Executive Director of Company with effect from 10th June, 2011. On the recommendation of Nomination and Remuneration Committee, the Board appointed Mr. Christ of Anderi as Whole-Time Director and Chief Financial Officer of Company with effect from 30th September, 2014 subject to approval of Shareholders in the ensuing Annual General Meeting.

Mr. V. Chandrashekar tendered his resignation from the position of Whole-Time Director and Company Secretary of Company with effect from 8th August, 2014. He continues to act as Non-Executive Director of Company.

Mr. Atul Pradhan was appointed as Additional Director of Company with effect from 13th February, 2015 who will act as an Independent Director of Company subject to approval of shareholders at the ensuing Annual General Meeting.

Mrs. Ranjana Gupta was appointed as Additional Director of Company with effect from 20th March, 2015 who will act as an Independent Director of Company subject to approval of shareholders at the ensuing Annual General Meeting.

Dr. Ramesh Subramaniam was appointed as a Non- Executive Director of Company on 14th February, 2013. He resigned from the post of Non-Executive Director with effect from 16th June, 2014.

Dr. Ajay Sharma was appointed as an Independent Director of Company with effect from 7th November, 2009. He resigned from the post of Independent Director with effect from 19th January, 2015.

Ms. Khushboo Gurbuxani was appointed as Company Secretary and Compliance Officer with effect from 13th August, 2014.

Company has received declaration from all the Independent Directors of Company confirming that they meet the criteria of Independence as prescribed under Section 149 (6) of Companies Act, 2013 and Clause 49 of Listing Agreement.

17. Name of Companies which have become/ceased to be Subsidiaries, Joint Ventures or Associate Companies during the year:

During the year, Idhasoft Limited ceased to be Associate Company of Prism Informatics Limited pursuant to disinvestment of its stake to other Company.

A statement containing the salient features of financial statement of our subsidiaries in the prescribed form AOC-1 is annexed herewith to this report.

18. Deposits:

Company has not accepted deposits under Chapter V of the Companies Act, 2013 during the year.

19. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

20. Vigil Mechanism:

Company has in place Whistle Blower Policy, wherein the Employees/Directors/Stakeholders of Company are free to report any unethical or improper activity, actual or suspected fraud or violation of Company's Code of Conduct. This mechanism provides safeguard against victimization of employees, who report under the said mechanism. During the year under review, Company has not received any complaints under the said mechanism. The said policy has been displayed on the website of Company at http://www.whyprism.com/why-prism-vigil- mechanism.html.

21. Auditors:

a. Statutory Auditors:

At the Annual General Meeting held on September 30, 2014, M/s EA. Patil & Associates, Chartered Accountants, were appointed as Statutory Auditors of Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s EA. Patil & Associates, Chartered Accountants, as Statutory Auditors of Company, will be placed for ratification by the Shareholders. In this regard, Company has received a certificate from Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

b. Secretarial Audit:

The Board has appointed Geeta Serwani and Associates, Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure "E" to this report. The Secretarial Audit does not contain any qualification, reservation or adverse remark.

22. Corporate Governance:

Company is committed to maintain highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A separate report on Corporate Governance along with the Auditor's Certificate on its compliance is attached to the report on Corporate Governance.

23. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Company has formulated a policy to prevent Sexual Harassment of Women at Workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. Acknowledgements:

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. Your Directors also wish to place on record their gratitude to the shareholders for their continued support and confidence.

For and on behalf of Board of Directors

Date: 13th August, 2015 Alok Pathak

Place: Navi Mumbai Managing Director

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Mar 31, 2014

Dear Members,

The Board of Directors of your Company have pleasure in presenting the 32nd Annual Report of company along with the audited statement of accounts for the financial year ended 31st March 2014.

1. FINANCIAL PERFORMANCE:

The Standalone financials of the Company for the financial year ended March 31, 2014 are as follows:

STANDALONE RESULTS

(In Rs.)

Particulars April 1, 2013 to April 1, 2012 to March 31, 2014 March 31, 2013

Total Income 237,500,991 235,806,233

Less: Total Expenditure 241,244,625 239,260,900

Profit before Depreciation (1,471,497) (3,132,462)

Depreciation 2,272,137 322,205

Profit after Depreciation and before (3,743,634) (3,454,667)

prior period items

Less: prior period items 42,439,889 71,388,412

Profit before taxation (46,183,523) (74,843,078)

Provision for Taxation:

Current Tax (1,335,329) 4,220,000 Deferred Tax (1,395,753) (569,722)

Net profit after tax (43,452,441) (78,493,356)

Profit brought forward (29,297,995) 49,195,362

Amount available for appropriation (72,750,436) (29,297,995)

Less: Appropriations

Interim Dividend Nil Nil

Proposed Equity Dividend Nil Nil

Preference Dividend Nil Nil

Dividend Tax Nil Nil

Profit transferred to Balance sheet (72,750,436) ( 29,297,994)

The Consolidated financials of the Company for the financial year March 31, 2014 are as follows:

CONSOLIDATED RESULTS:

(In Rs.)

Particulars For year ended For year ended March 31, 2014 March 31, 2013

Total Income 698,320,959 636,762,220

Less: Total Expenditure 715,239,516 678,286,063

Profit before Depreciation (3,302,712) (24,094,394)

Depreciation 13,615,845 17,429,450

Profit after Depreciation and before (16,918,557) (41,523,844)

prior period items

Less: Extra ordinary Items 11,559,352 90,890,123

Less: Exceptional Items - (29,067,341)

Profit before taxation (28,477,909) (103,346,626)

Tax Expense:

1) Current tax 90,304 4,747,132

2) Deferred tax (1,395,753) (569,722)

Net profit for year (124,881,535) (197,567,815)

Profit brought forward (176,888,212) 20,679,603

Transfer to General Reserve - -

Less: Appropriations

Interim Dividend - -

Proposed Equity Dividend - -

Preference Dividend - -

Dividend Tax - -

2. COMPANY''S PERFORMANCE:

During the financial year 2013-14, company has achieved operational revenue of Rs. 20.99 Crores resulting in operational profit of Rs.1.15 Crores, however at net level there is a loss of Rs.4.34 Crores due to provisions made towards disinvestments in step down step subsidiary in USA.

On consolidated basis, Company booked a revenue of Rs. 67.04 Crores in FY 2013-14 as against Rs. 62.02 in FY 2012-13. The net loss of Company for FY 2013-14 is Rs. 12.48 Crores on account of increase in cost of Sales & Services and ammortisation of Goodwill on business acquisition.

3. DIVIDEND:

Board of Directors do not recommend any Dividend for the Financial Year 2013-14.

4. DIRECTORS:

* Mr. V. Chandrashekar was appointed as a whole- Time Director of Company with effect from 12th June, 2013 for period of 2 years.

* Mr. V. Chandrashekar resigned from post of Whole- Time Director and Company Secretary with effect from 8th August, 2014. However Mr. V. Chandrashekar will be on Board of Company as non- executive director of Company.

* Mr. Saurabh Dani retires by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting.

* Dr. Ramesh Subramaniam was appointed as a Non- Executive Director of the Company on 14th February, 2013. He resigned from the post of Non-Executive Director with effect from 16th June, 2014.

5. HIGHLIGHTS OF 2013-2014:

i. Conversion of 11% 4,01,050 Compulsorily Convertible Debentures (CCDS - Series III) into equity shares:-

4,01,050, 11% Compulsory Convertible Debentures (CCD-Series III) of Rs. 100/- each allotted on 30th April, 2012 were converted into 7,41,174 equity shares, having a face value of Re. 1/- each (Rupee One) at a premium of Rs. 53.04/- per share on 29th October, 2013. The Company received listing approval on 07th March, 2014. Out of said 741,174 equity shares, 279,153 equity shares were allotted to Shantilal Hirji Lakha. Since he has not provided his Demat details his entitlement shall be given effect only upon receipt of demat details from him.

ii. Conversion of 2% 2,15,643 Non Cumulative Compulsorily Convertible Preference Shares (NCCPS - Series V) into equity shares:-

2,15,643, 2% Non Cumulative Compulsorily Convertible Preference Shares (NCCP-Series V) of Rs. 100/- each allotted on 30th April, 2012 were converted into 6,16,123 equity shares, having a face value of Re. 1/- each (Rupees One) at a premium of Rs. 34/- per share on 29th October, 2013. Company received listing approval on 07th March, 2014. Company is in the process of giving credit to shares and making necessary applications for obtaining trading approval for same.

iii. Allotment of 2% 6,60,000 (nos) Non - Cumulative Compulsory Convertible Preference Shares (NCCP Series -VI) of Rs. 100 each on Preferential basis.

Company allotted 6,60,000, 2% Non-Cumulative Compulsorily Convertible Preference Shares (NCCP''s Series VI) of Rs. 100/- each at par on 13th March, 2014 upon receipt of approval of the shareholders in Extra Ordinary General Meeting dated 07th February, 2014 and in-principle approval from Bombay Stock Exchange on 07th March, 2014. The said NCCPS are due for conversion on 12th September, 2014.

6. SUBSIDIARIES:

The Subsidiaries of the Company as on 31st March 2014 are as follows:

a. Prism Informatics Europe AG, Europe

b. Prism Informatics Schweiz Gmbh, Europe

c. Prism Informatics Deutschland Gmbh, Europe

d. Prism Informatics Inc., USA

e. Prism Informatics Pte Limited, Singapore

f. TLC Technologies Inc., USA**

g. Prism Software Consulting, JLT

h. Prism Infoglobal Limited, Seychelles

**TLC Technologies Inc., was acquired by Prism Informatics Inc, Wholly Owned Subsidiary of the Company. The said step down subsidiary of the Company was incurring losses from operations resulting in substantial erosion of the capital and hence the investment in said step down subsidiary was disposed off on 21st February, 2014. No RBI reporting is required for disposal of investment in step down subsidiary.

A statement containing brief financial details of the subsidiaries is included in the Annual Report. As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 ("Act"). These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate companies. The audited consolidated financial statements together with Auditors'' Report form part of the Annual Report.

Company is its Board Meeting held on 13th August, 2014 has passed a resolution stating that balance sheet of subsidiaries shall not be attached to Annual Report of company as company fulfills necessary conditions under section 212(8) of Companies Act, 1956 and the rules made thereunder and in accordance with compliance of conditions in this regards prescribed by notification.

7. Report on Corporate Governance and Management Discussion and Analysis:

Report on Corporate Governance and Management Discussion and Analysis report statements along with a Certificate of Compliance from Practicing Company Secretary is attached as annexures to this Report.

8. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts for the year 2013-14, the applicable Accounting Standards have been followed and there are no material departures;

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

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

9. AUDITORS:

M/s E.A Patil & Associates, Chartered Accountants, Mumbai bearing ICAI Registration No.117371W are proposed to be appointed as Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of the Thirty Seventh (37th) Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s E .A. Patil & Associates, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under.

10. AUDITORS REPORT:

The Board has duly examined statutory auditors'' report on annual accounts of company and have provided clarifications wherever necessary, have been included in the Corporate Governance Report and Notes to Accounts section of the Annual Report.

11. PUBLIC DEPOSITS:

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

12. PARTICULARS OF EMPLOYEES:

Ministry of Corporate Affairs vide notification dated 31st March, 2012 have amended the Limits with respect to the Particulars of employees pursuant to provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 required to be disclosed in the Directors Report. The said circular amended rule 1A of said rules and substituted the words Rs. "Twenty four Lakhs" per annum to Rs. "Sixty Lakhs" per annum and the words Rs. "Two Lakhs" per month to Rs. "Five Lakhs" per month. Accordingly as per the said amendment Company does not have any employee drawing remuneration above Rs. "Five Lakhs" per month or Rs. "Sixty Lakhs" per annum. So requirement of disclosure under section 217 (2A) of the Companies Act, 1956 is not applicable.

13. PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:

Pursuant to the provision of Section 212(8) of the Act, Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand. Company has taken an approval of Board of Directors for availing the above said exemption in the Board Meeting dated 13th August, 2014.

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

The particulars as prescribed under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in an Annexure to this Report.

15. APPRECIATION:

We thank our customers, vendors, investors and bankers for their continued support during the year. We appreciate hard work, cooperation and support of our employees at all levels.

For PRISM INFORMATICS LIMITED

Date: 1st September, 2014 Alok Pathak Saurabh Dani Place: Navi Mumbai Managing Director (Whole-Time Director)

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Mar 31, 2013

To, The Members of PRISM INFORMATICS LIMITED,

The Board of Directors of your Company have pleasure in presenting the 31st Annual Report of the , Company along with the audited statement of accounts for the financial year ended 31st March, 2013.

1. FINANCIAL PERFORMANCE:

Standalone Results

April 1,2012 to April 1,2011 to Particulars March 31, 2013 March 31, 2012

Total Income 35,806,233 270,427,442

Less: Total Expenditure 239,260,900 224,550,894

Profit before Depreciation (3,132,461) 26,292,098

Depreciation 322,205 415,550

Profit after Depreciation and before prior period items (3,454,666) 25,876,547

Less: prior period items Nil Nil

Profit before taxation

Provision for Taxation:

Current Tax 4,220,000 5,500,000

Deferred Tax (569,722) 98,715

Net profit after tax (78,493,356) 20,277,833

Profit brought forward 49,195,362 30,209,633

Amount available for appropriation (29,297,995) 50,487,466

General Reserve Nil Nil

Less: Appropriations Interim Dividend Nil Nil

Proposed Equity Dividend Nil 738,402

Preference Dividend Nil 369,666

Dividend Tax Nil 184,036

Profit transferred to Balance sheet

The Consolidated financials of the Company for the financial year 31 st March, 2013 are as follows: - Consolidated Results

1st April, 2012 to 1st April, 2011 to Particulars 31st March, 2013 31st March, 2012 Total Income 636,762,220 763,781,026

Less: Total Expenditure 678,286,063 804,900,349

Profit before Depreciation (19,637,141) (299,68,114)

Depreciation 21,886,703 11,151,209

Profit after Depreciation and before prior period items (41,523,844) (41,119,323)

Less: Exceptional Items (29,067,341) (36,033,264)

Profit before taxation (20,679,603) (32,383,577)

Tax Expense:

Current tax 4,747,132 8,476,450

2) Deferred tax (569,722) (11,631,123)

Net profit for year (107,524,036) (29,228,904)

Profit brought forward (20,679,603) 9,092,282

Transfer to General Reserve

Less: Appropriations

Interim Dividend

Proposed Equity Dividend 738,402

Preference Dividend 369,666

Dividend Tax 184,036

2. COMPANY''S PERFORMANCE:

During the financial year 2012-13, Company has achieved operational revenue of Rs. 22.16 Crores resulting in operational profit of Rs. 1.15 Crores, however at net level there is a loss of Rs. 7.84 Crores due to provisions made towards disinvestment in step- down subsidiary in Thailand. On consolidated basis company has achieved operational revenue of Rs. 62.02 Crores. There has been reduction in operational expenses, however due to decrease in operational revenue company booked loss of Rs. 0.72 Crore.

3. DIVIDEND

Board of Directors do not recommend any Dividend for the Financial Year 2012-13.

4. DIRECTORS

Dr. Ramesh Subramaniam was appointed as Additional Director of the Company with effect from 14th February, 2013.

Mr. Saurabh Dani was appointed as Whole-Time Director of Company with effect from 09th November, 2012 for a period of two years.

Mr. Christof Anderi retires by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting.

5. HIGHLIGHTS OF 2012-2013:

i. Allotment of 2,15,643, 2% Non-Cumulative Compulsorily Convertible Preference Shares, (NCCP''s-Series IV) of Rs. 100/- each at par on preferential basis.

The Company had allotted 2,15,643, 2% Non- Cumulative Compulsorily Convertible Preference Shares (NCCP''s- Series IV) of Rs. 100 each at par on 30th April, 2012 on Preferential basis with conversion period of 18 months from the date of allotment. The conversion price will be decided, as per the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, at the time of conversion. The Conversion of these securities is due on 29th October, 2013.

ii. Allotment of 11%, 4,01,050 Compulsorily Convertible Debentures (CCDs- Series HI) of Rs. 100/- each at par on preferential basis.

Company have allotted 4,01,050, 11% Compulsorily Convertible Debentures (CCD''s - Series III) on 30th April, 2012 on preferential basis with conversion period of 18 months from the date of allotment, same shall be converted into equity shares at Rs. 54.04 per share. Conversion of these securities is due on 29th October, 2013.

iii. Allotment of 12% 50,000, Compulsorily Convertible Debenture Series -V of Rs. 100 each on Preferential basis.

The Company had allotted 50,000, 12% Compulsorily Convertible Debentures (CCD''s- Series V) of Rs. 100 each at par on 22nd October, 2012 on Preferential basis with conversion period of 18 months from the date of allotment. The conversion price will be decided, as per the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, at the time of conversion. The Conversion of these securities is due on 21st April, 2014.

iv. Allotment of 13,18,749, Equity Shares of Re. 1/- each at the issue price of Rs. 32 per share under Preferential issue to Promoter and Promoter Group.

Company had allotted 13,18,749, Equity shares of Re. 1/- each at a premium of Rs.32/- per Equity share determined in accordance with regulation 76 of SEBI (Issue of Capital and Disclosure requirements) Regulations, 2009, to the Promoter and Promoter group. Further the equity shares allotted to promoter and promoter group shall be locked-in for a period of 3 years from the date of allotment.

v. Additional Investment in Prism Informatics Europe AG, Europe (Wholly Owned Subsidiary of Company).

On the basis of available limits with the Company for making equity Investment, the Board of Directors of the company has approved investment of USD 5,00,000 in Prism Informatics Europe AG, Europe (Wholly Owned Subsidiary of Company).

6. SUBSIDIARIES:

Subsidiaries of the Company as on 31st March, 2013 are as follows:

a. Prism Informatics Europe AG, Europe,

b. Prism Informatics Schweiz Gmbh, Europe,

c. Prism Informatics Deutschland Gmbh, Europe,

d. Prism Informatics (Thailand) Co., Ltd(Earlier known as Nexus Systems Resources Company Limited, Thailand*),

e. Prism Informatics Inc, USA,

f. Prism Informatics Pte. Limited, Singapore,

g. TLC Technologies, Inc, USA,

h. Prism Software Consultancy, JLT,

i. Prism Infoglobal Limited, Seychelles** (Suite 3, 1st Floor, La Ciotat, building, Mont Fleuri, Po-Box 438, Mahe, Seychelles. Ph.: 248 422 55 58.

* Company was operating through Prism Informatics Limited (Thailand); step down subsidiary of the company. The investment in said step down subsidiary was disposed off on 1st April, 2013.

** Company incorporated its wholly owned subsidiary in Seychelles on 09th January, 2013 at the above mentioned address.

A statement containing brief financial details of subsidiaries is included in the Annual Report. As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 (''Act"). These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate companies. The audited consolidated financial statements together with Auditors'' Report form part of the Annual Report.

7. INVESTMENT IN SHARES OF AN UNLISTED COMPANY:

During the Year Company has invested in 45,113,636 shares of Idhasoft Limited an unlisted Company.

8. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis statements along with a Certificate of Compliance from Practicing Company Secretary are attached to this Report.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:-

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts for the year 2012-13, the applicable Accounting Standards have been followed and there are no material departures;

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

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

10. AUDITORS:

M/s E. A. Patil & Associates, Chartered Accountants who are the Statutory Auditors of the Company, hold office in accordance with the provisions of the Act up to the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

11. AUDITORS'' REPORT:

Board has duly examined the Statutory Auditors'' report to accounts and clarifications wherever necessary, have been included in the Corporate Governance Report and Notes to Accounts section of the Annual Report.

12. PUBLIC DEPOSITS:

Company have not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

13. PARTICULARS OF EMPLOYEES:

Ministry of Corporate Affairs vide notification dated 31st March, 2012 have amended the Limits with respect to the Particulars of employees pursuant to provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 required to be disclosed in the Directors'' Report. The said circular amended rule 1A of said rules and substituted the words Rs. "Twenty Four Lakhs" per annum to Rs. "Sixty Lakhs" Per Annum and the words Rs. "Two Lakhs" Per Annum to Rs. "Five Lakhs" per month. Accordingly as per the said amendment Company does not have any employee drawing remuneration above Rs. "Five Lakhs" per month or Rs. "Sixty Lakhs" per annum. So requirement of disclosure under section 217 (2A) of the Companies Act, 1956 is not applicable.

14. PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated 8th February, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended 31st March, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand. Company has taken an approval of Board of Directors for availing the above said exemption in the Board Meeting dated 30th May, 2013.

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

The particulars as prescribed under section 217( 1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in an Annexure to this Report.

16. ACKNOWLEDGEMENTS:

The Board of Directors place on record its appreciation of continuous efforts put in by all the employees to consolidate and improve the operations of your Company during the year under review.

17. APPRECIATION:

Board of Directors would like to place on record its deep appreciation for support and co-operation rendered by members of Prism Informatics Limited. Directors also thank the Government of India, State Government and Concerned Government Departments/Agencies for their co-operation. Directors would also like to thank all the shareholders, consultants, customers, vendors, bankers, service providers and governmental & statutory authorities for their continued support.

FOR PRISM INFORMATICS LIMITED

Alok Pathak Saurabh Dani

Managing Director Whole-Time Director

Place: Navi Mumbai

Date: 30th May, 2013

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Mar 31, 2012

To The members, PRISM INFORMATICS LIMITED,

The Directors are delighted to present the Annual Report of the Company along with the audited statement of accounts for the financial year ended 31.03.2012.

1. FINANCIAL PERFORMANCE:

The Standalone financials of the Company for the financial year ended March 31,2012 are as follows:

STANDALONE RESULTS

Particulars April 1, 2011 to March 31, 2012 April 1, 2010 to March 31, 2011

Total Income 270,427,442 168,679,299

Less: Total

Expenditure 244,550,895 123,631,103

Profit before Depreciation 26,292,097 45,496,728

Depreciation 415,550 448,532

Profit after Depreciation and before 25,876,547 45,048,196 prior period items

Less: prior period items Nil Nil

Profit before taxation 25,876,547 45,048,196

Provision for Taxation:

Current Tax 5,500,000 8,593,882

Deferred Tax 98,715 (2,480,811)

Net profit

after tax 20,277,832 38,935,125

Profit brought forward 30,209,634 3,097,084

Amount available for appropriation 50,487,466 42,032,209

General Reserve Nil 3,893,512 Less: Appropriations

Interim Dividend Nil 4,893,366

Equity Dividend 738,402 1,799,275

Preference Dividend 369,666 1,07,062

Dividend Tax 184,036 1,129,360

Profit transferred to Balance sheet 49,195,362 30,209,634

The Consolidated financials of the Company for the financial year March 31,2012 are as follows:- CONSOLIDATED RESULTS:

April 1, 2011 to March 31, April 1, 2010 to March 31, 2011

Total Income 763,781,026 691,489,530

Less: Total Expenditure 804,900,348 665,460,880

Profit before Depreciation(2,99,68,114) 3,09,09,290

Depreciation 1 1,151,209 48,80,639

Profit after Depreciation and before (4,1,19,323) 2,60,28,651 prior period items

Less: Extra ordinary Items(3,60,33,264) -

Profit before taxation (3,23,83,577) 2,60,28,651

Tax Expense:

1) Current tax 84,76,450 1,15,22,226

2) Deferred tax (1,16,31,123) (24,80,811)

Net profit for year (2,92,28,904) 90,92,282

Profit brought forward 90,92,282 1,29,43,237

Transfer to General Reserve - 38,93,512 Less: Appropriations

Interim Dividend - 48,93,366

Proposed Equity Dividend 7,38,402 17,99,275

Preference Dividend 3,69,666 1,07,062

Dividend Tax 1,84,036 11,29,361

2. COMPANY'S PERFORMANCE:

On Standalone basis revenue of Company increased from Rs. 15.42 Crores to Rs. 25.61 Crores, up by 66.08% and the profit after tax has reduced from Rs. 3.89 Crores last year to Rs. 2.02 Crores current fiscal year on account of increase in employees benefit expenses.

On consolidated basis revenue of Company has increased from Rs. 66.58 Crores last year to 68.60 Crores current year, up by 3.03%. Rate of revenue growth on consolidated basis is low due to natural calamity in South East Asia which has resulted into fall in revenue from Rs. 21.69 Crores last year to Rs. 12.27 Crores current year. Company ended year 2011 -2012 booking a net loss of 0.82 Crores as against the profit of 0.90 Crores last year due to said natural calamity and on account of acquisition cost being written off as acquisition of GOD Barcode Marketing (GODBM) was called off resulting in writing off of initial investment of Rs. 2.73 Crores. Management is pursuing legal remedies available to recover the same. Excluding the extra ordinary loss of GODBM acquisition write off, the net profit of the Company would have been Rs. 1.91 Crore.

3. DIVIDEND

Company in the Last Annual General Meeting declared final dividend of 12.5% per Equity Share being Rs. 0.125 per equity share and 8% Non Cumulative Compulsorily Convertible Preference Shares being Rs. 8 per preference shares based on profits of financials of yearended 31stMarch,2011.

Board of Directors of the Company in the Board Meeting held on 14th November, 2011 declared interim dividend of 5% on equity shares of the Company being Re. 0.05 per equity share and 8% on Non Cumulative Compulsorily Convertible Preference Shares being Rs. 8 per Preference shares based on profits for the quarter ended 30th September, 2011.

Managing Director of Company recommended at the Board Meeting held on 30th May, 2012 that Interim Dividend of 5% on the issued equity capital of the Company and 8% Non Cumulative Compulsorily Convertible Preference Shares amounting to Rs. 11, 08,068 paid by the Company based on the profits for the quarter ended 30th September, 2011 be declared as a final dividend for the financial year 2011 -2012. Board accepted recommendation of Managing Director and requested to place the item of declaring "Interim Dividend" paid by the Company at the forthcoming Annual General Meeting as final dividend for the financial year 2011 -2012 subject to approval of Shareholders of Company.

4. DIRECTORS

Mr. Saurabh Dani was appointed as an Additional Director of the Company with effect from 14th November, 2011. As per the provisions of Companies Act, 1 956 Mr. Saurabh Dani will hold office till the date of ensuing Annual General Meeting of the Company. Company has received special notice from a member pursuant to Section 257 of the Companies Act, 1 956 proposing the election of Mr. Saurabh Dani as a Director of the Company. Accordingly, necessary resolution has been included in the notice for calling Annual General Meeting for his appointment as a Director.

Dr Nirmal Jain retires by rotation and being eligible offers himself for reappointment at the ensuing Annual

General Meeting.

Mr. Mohan Natarajan resigned from the Board of the Company w.e.f. 6th March, 2012.

5. HIGHLIGHTS OF2011-2012:

i. Conversion of 2, 82,242 12% Compulsorily Convertible Debentures (CCD Series II) into Equity Shares:

2,82,242 12% Compulsorily Convertible Debentures of Rs. 100 each allotted on December 20, 2010 were converted into 3,73,830 equity shares, having a face value of Re. 1 /- each (Rupees One) each at a premium of Rs. 74.50/- per share on 7th August, 2011. The Company received listing approval on 3rd October,2011 and trading approval on 9th December, 2011 from Bombay Stock Exchange.

ii. Allotment of 2, 63,715 (nos) 8% Non Cumulative Compulsorily Convertible Preference Shares (CCPs- Series III) of Rs. 100/- each at par on preferential basis:

2,63,715 8% Non Cumulative Compulsorily Convertible Preference Shares(CCP- Series III) of Rs. 100 each at par were allotted by the Company on 1 6th January, 2012 by way of Circular Resolution post receipt of approval of the shareholders by way of postal ballot on 2nd January, 2012 and In-principal approval received from Bombay Stock Exchange on 12th January, 2012.

iii. Allotment of 4, 01,050 (nos) 11% Compulsorily Convertible Debentures (CCD- Series III) of Rs. 100/- each at par on preferential basis:

Company allotted 4,01,050 11% Compulsorily Convertible Debentures, Series III of Rs. 100/- each at par on 30th April, 2012 post receipt of approval of the shareholders by way of postal ballot on 26th March, 2012 and In-principal approval received from Bombay Stock Exchange on 1 9th April, 2012.

iv. Allotment of 2,15,643 (nos) 2% Non Cumulative Compulsorily Convertible Preference Share, Series IV of Rs. 100/- each at par on preferential basis:

Company allotted 2,15,643 2% Non Cumulative Compulsorily Convertible Preference Share(Series IV) of Rs. 100/- each at par on 30th April, 2012 post receipt of approval of the shareholders by way of postal ballot on 26th March, 2012 and In-principal approval received from Bombay Stock Exchange on 19th April, 2012.

v. Change in Capital Structure of the Company:

As on 31st March, 2011 the paid up capital of the Company was Rs. 2, 36, 10,600 divided into 1, 43, 94,200 equity shares of Re. 1/- each and 92,164 Preference Shares of Rs. 100/- each.

As on 31st March, 2012 the paid up capital of the Company was Rs. 5,03, 55,930 divided into 1,47,68,030 Equity Shares of Re. 1/- each and 3,55,879 8% Non Cumulative Compulsorily Convertible Preference Shares of Rs. 100/- each. Company has allotted 2, 15,643 2% Non Cumulative Compulsorily Convertible Preference Shares of Rs. 100/- each on 30th April, 2012.

Company has an existing authorized Share Capital of Rs. 21, 75, 00,000 divided into 1,75,00,000 Equity Shares of Re. 1 /- each aggregating to Rs. 1,75,00,000 and 20,00,000 Preference Shares of Rs. 100/- each aggregating to Rs. 20,00,00,000. Board of Directors in the Board Meeting held on 30th May, 2012 subject to approval of Shareholders in the forthcoming Annual General Meeting of the Company has approved the reclassification of 2,28,478 Preference Shares of Rs. 100/- each into 2,28,47,800 equity shares of Re. 1/- each. Post Approval of Shareholders of Company the Authorised Share Capital of Company will be Rs. 21,75,00,000 divided into 4,03,47,800 equity shares of Re. 1/- each aggregating to Rs. 4,03,47,800 and 17,71,522 Preference Shares of Rs. 100/- each aggregating to Rs. 1 7,71,52,200.

6. SUBSIDIARIES:

The Subsidiaries of the Company as on 31st March 2012 are as follows:

a. Prism Informatics Europe AG, Europe

b. Prism Informatics Schweiz Gmbh, Europe

c. Prism Informatics Deutschland Gmbh, Europe

d. Prism Informatics Austria Gmbh, Europe

e. Nexus Systems Resources Company Limited, Thailand

f. Prism Informatics Inc., USA

g. Prism Informatics Pte Limited, Singapore

h. TLCTechnologies Inc., USA

I. Prism Software Consulting, JLT

A statement containing brief financial details of the subsidiaries is included in the Annual Report. As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211 (3C) of the Companies Act, 1956 ("Act"). These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate companies. The audited consolidated financial statements together with Auditors' Report form part of the Annual Report.

Company has formed wholly owned subsidiary in Dubai Multi Commodities Centre Authority under the name "PRISM SOFTWARE CONSULTANCY JLT to expand its market in Southeast Asia.

7. INVESTMENT IN SHARES OF AN UNLISTED COMPANY:

Company has acquired 20.28% stake in Idhasoft Limited, an unlisted company which is a fast growing, global, new generation consulting offering strategic advisory services with client base of over 1000 and has presence in US and India. Company is on track to acquire more stake in management control of Idhasoft Limited. The said acquisition will bring synergy in a strategic manner which will enable to scale up organic growth of both the entities.

8 REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis statements along with a Certificate of Compliance from Practicing Company Secretary are attached to this Report.

9. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the requirement of Section 21 7(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts for the year 2011-12, the applicable Accounting Standards have been followed and there are no material departures;

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

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

10. AUDITORS:

M/s E. A. Patil & Associates, Chartered Accountants who are the Statutory Auditors of the Company, hold office in accordance with the provisions of the Act up to the conclusion of the forthcoming Annual General Meeting and are eligi blefo r re-appointment.

11. AUDITORS REPORT:

The Board has duly examined the statutory auditors' report on annual accounts of company and have provided clarifications wherever necessary.

As regards the comments under point no. (f) to the Auditor's Report regarding receivables balances of unbilled revenue amounting to Rs. 1,1 8,33,734, since the Company is engaged in Information Technology sector, revenue on ongoing projects is recognized on milestone basis as confirmed by Project Manager.

12. PUBLIC DEPOSITS:

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

13. PARTICULARS OF EMPLOYEES:

Ministry of Corporate Affairs vide notification dated 31 st March, 2011 have amended the Limits with respect to the Particulars of employees pursuant to provisions of Section 21 7(2A) of the Companies Act, 1 956, read with the Companies (Particulars of Employees) Rules, 1975 required to be disclosed in the Directors Report. The said circular amended rule 1A of said rules and substituted the words Rs. "Twenty four Lakhs" per annum to Rs. "Sixty Lakhs" per annum and the words Rs. "Two Lakhs" per month to Rs. "Five Lakhs" per month. Accordingly as perthe said amendment Company does not have any employee drawing remuneration above Rs. "Five Lakhs" per month or Rs. "Sixty Lakhs" per annum. Therefore requirement of disclosure under section 217 (2A) of the Companies Act, 1956 is not applicable.

14. PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand. Company has taken an approval of Board of Directors for availing the above said exemption in the Board Meeting dated 30th May, 2012.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARN INGS AN D OUTGO:

The particulars as prescribed under section 21 7(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1 988, are set out in an Annexure to this Report.

16. ACKNOWLEDGEMENTS:

The Board of Directors place on record its appreciation of the continuous efforts put in by all the employees to consolidate and improve the operations of your Company during the year under review.

17. APPRECIATION:

Your Directors wish to convey their appreciation to all the Company's employees for their performance and continued support. The Directors would also like to thank all the shareholders, consultants, customers, vendors, bankers, service providers and governmental & statutory authorities for their continued support.

For PRISM INFORMATICS LIMITED

Place: Navi Mumbai Alok Pathak Saurabh Dani

Date: 30th May, 2012 (Managing Director) (Director)

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Mar 31, 2011

The Directors are delighted to present the Annual Report of the Company along with the audited statement of accounts for the financial year ended 31.03.2011.

1. FINANCIAL PERFORMANCE:

The Standalone financials of the Company for the financial year March 31, 2011 are as follows:-

STANDALONE RESULTS

In Rupees

Particulars April 1, 2010 to March 31, 2011 April 1, 2009 to March 31, 2010

Total Income 168,679,299 17,304,533

Less: Total Expenditure 123,182,571 10,895,024

Profit before Depreciation 45,496,728 64,09,509

Depreciation 448,532 32,653

Profit after Depreciation and before prior period items 45,048,196 6,376,856

Less: prior period items Nil Nil

Profit before taxation 45,048,196 6,376,856

Provision for Taxation:

Current Tax 8,593,882 1,972,038

Deferred Tax (2,480,811) 6934

Net profit after tax 38,935,125 4,411,752

Profit brought forward 3,097,084 881,236

Amount available for appropriation 42,032,209 5,292,988

General Reserve 3,893,512 Nil

Less: Appropriations

Interim Dividend 4,893,366 6,30,000

Proposed Equity Dividend 1,799,275 Nil

Preference Dividend 1,07,062 1,253,135

Dividend Tax 1,129,360 312,769

Profit transferred to Balance sheet 30,209,633 3,097,084

The Consolidated financials of the Company for the financial year March 31, 2011 are as follows:-

CONSOLIDATED RESULTS:

In Rupees

Particulars April 1, 2010 to March 31, 2011 April 1, 2009 to March 31, 2010

Total Income 691,489,530 85,407,568

Less: Total Expenditure 660,580,241 76,138,170

Profit before Depreciation 30,909,290 92,69,398

Depreciation 4,880,639 1,789,792

Profit after Depreciation and before prior period items 26,028,650 7,479,606

Less: prior period items Nil Nil

Profit before taxation 26,028,650 7,479,606

Provision for Taxation:

Current Tax 11,522,226 2,324,770

Deferred Tax (2,480,811) (10,789)

Transfer to Minority Interest 7,894,954 Nil

Net profit after tax 9,092,281 5,165,624

Profit brought forward 3,850,956 881,236

Amount available for appropriation 12,943,237 6,046,860

Transfer to General Reserve 3,893,512 Nil

Less: Appropriations

Interim Dividend 4,893,366 630,000

Proposed Equity Dividend 1,799,275 Nil

Preference Dividend 107,062 1,253,135

Dividend Tax 1,129,361 312,769

Profit transferred to Balance sheet 1,120,661 3,850,956

2) COMPANYS PERFORMANCE:

On Consolidated basis for the year 2010-2011, revenue was Rs. 69.14 Crores against Rs. 8.54 Crores in the previous year. Profit before tax for the year 2010-11 was Rs. 2.60 Crores against Rs. 0.74 Crores in the previous year. Net profit for the year 2010-11 was Rs. 0.91 Crores against Rs. 0.51 Crores in the previous year.

On Standalone basis for the year 2010-2011, revenue was Rs. 16.86 Crores against Rs. 1.73 Crores in the previous year. Profit before tax for the year 2010-11 was Rs. 4.50 Crores against Rs. 0.63 Crores in the previous year. Net profit for the year 2010-11 was Rs. 3.89 Crores against Rs. 0.44 Crores in the previous year.

3) DIVIDEND

For the year 2010-11, three interim dividends were paid on equity shares based on their face value:

Period Percentage Face value of equity share Date of declaration by Board

FY 2010-11 1st Quarter results 10% Rs 10 16th July, 2010

FY 2010-11 2nd Quarter results 12.5% Rs 10 26th October, 2010

FY 2010-11 3rd Quarter results 12.5% Rs 1 14th February, 2011

Further, Based on Companys performance, the Directors are pleased to recommend for approval of the members a final dividend of 12.5% on equity share amounting to Rs 0.125 per equity share and 8% on 92164(nos), Non Cumulative Compulsory Convertible Preference Shares (CCPs- Series II) of Rs 100 each allotted on 7th February, 2011 amounting to Rs 8 per Preference share for the financial year 2010-11. Non Cumulative Compulsory Convertible Preference Shares are entitled to a fixed dividend of 8% per annum if dividend is paid to equity shareholders.

The total dividend payout for the year ended March 31, 2011 on equity shares, if final dividend is approved by members, would be Rs 6,692,641 and on preference shares would be Rs 107,062. The total cash outflow on account of dividend including dividend tax for the year 2010-11 including interim dividends already paid, would aggregate Rs 7,929,063 resulting in a payout of 20.36% of the Standalone profits after tax of the Company.

The final dividend will be paid in compliance with applicable regulations.

4) TRANSFER TO RESERVES

On Standalone basis for the financial year 2010-11, the Company proposes to transfer Rs. 38.93 lakhs to the General Reserve out of the amount available for appropriations and an amount of Rs. 3.02 Crores is proposed to be retained in the Profit and Loss Account.

5) DIRECTORS

1. Appointment: Mr. Christof Anderi was appointed as an Additional Director of the Company with effect from 1st June, 2011 pursuant to the provisions of Section 260 of the Companies Act, 1956, by the Board of Directors at its meeting held on 30th May, 2011. Mr Christof Anderi will hold office till the date of ensuing Annual General Meeting of the Company. The requisite notices together with necessary deposit have been received from a member pursuant to Section 257 of the Companies Act, 1956 proposing the election of Mr. Christof Anderi as a Director of the Company. Accordingly, necessary resolution has been included in the notice for calling Annual General Meeting for his appointment as a Director.

2. Reappointment: Dr Ajay Sharma retires by rotation and being eligible offers himself for reappointment at the ensuing Annual General

Meeting.

6) HIGHLIGHTS OF 2010-2011

i. Conversion of 13, 29,633 4% Non – Cumulative Compulsorily Convertible Preference Shares (CCP Series I) into Equity

Shares:

13,29,633 4% Non–Cumulative Compulsorily Convertible Preference Shares of Rs. 100 each allotted on January 5, 2010 were converted into 6,64,816 equity shares, having a face value of Rs. 10/- (Rupees Ten) each at a premium of Rs. 190/- per share on June 25, 2010. The Company received listing approval on September 15, 2010 and trading approval on November 5, 2010 from Bombay Stock Exchange.

ii. Conversion of 5,78,429 10% Compulsorily Convertible Debenture(CCD- Series I) into Equity Shares:

5,78,429 10% Compulsorily Convertible Debenture(CCD- Series I) of Rs. 100 each allotted on April 27, 2010 were converted into Equity Shares, having a face value of Rs. 10/- (Rupees Ten) each at a premium of Rs. 390/- per share on October 5, 2010. The Company received Listing approval on November 18, 2010 and trading approval on February 2, 2011 from Bombay Stock Exchange.

iii. Allotment of 2, 82,242 (nos) 12% Compulsorily Convertible Debentures (CCD- Series II) of Rs. 100/- each at par on

preferential basis:

2,82,242 (nos) 12% Compulsorily Convertible Debentures, Series II of Rs. 100/- each at par were allotted by the Company on 20th December, 2010 pursuant to approval of the shareholders at the Extra Ordinary General Meeting of the Company held on December 10, 2010 and In-principal approval received from Bombay Stock Exchange on December 20, 2010.

iv. Allotment of 92,164 (nos) 8% Non Cumulative Compulsorily Convertible Preference Share, Series II of Rs. 100/- each at par on preferential basis:

92,164 (nos) 8% Non Cumulative Compulsorily Convertible Preference Share(Series II) of Rs. 100/- each at par were allotted on 7th February, 2011 by the Company pursuant to approval of the shareholders at the Extra Ordinary General Meeting of the Company held on January 29, 2011 and In-principal approval received from Bombay Stock Exchange February 7, 2011.

v. SUB-DIVISION OF EQUITY SHARES OF THE COMPANY:

In order to improve the liquidity of the Companys shares in the stock market and to make it affordable to small investors, the Company sub divided its issued, subscribed and fully paid-up equity share capital comprising of 14,39,420 Equity Shares of Rs. 10/- each into 1,43,94,200 Equity Shares of Rs.1/- each by subdividing 1(one) equity share of Rs. 10 /- face value each fully paid up into 10(ten) equity shares of Re 1/- face value each fully paidup.

7) SUBSIDIARIES:

The Subsidiaries of the Company as on 31st March 2011 are as follows:

a. Prism Informatics Europe AG, Europe

b. Prism Informatics Schweiz Gmbh, Europe

c. Prism Informatics Deutschland Gmbh, Europe

d. Nexus Systems Resources Company Limited, Thailand

e. Prism Informatics Inc., USA

f. Prism Informatics Pte Limited, Singapore

g. TLC Technologies Inc., USA

h. Information Management Technologies Limited, Kingdom of Saudi Arabia

A statement containing brief financial details of the subsidiaries is included in the Annual Report. As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 ("Act"). These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate companies. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

8) REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis statements along with a Certificate of Compliance from Practicing Company Secretary are attached to this Report.

9) DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm that:

(I) in the preparation of the Annual Accounts for the year 2010-11, the applicable Accounting Standards have been followed and there are no material departures;

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

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the Annual Accounts on a going concern basis.

10) AUDITORS:

M/s E. A. Patil & Associates, Chartered Accountants who are the Statutory Auditors of the Company, hold office in accordance with the provisions of the Act upto the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

11) AUDITORS REPORT:

The Board has duly examined the statutory auditors report to accounts and clarifications wherever necessary, have been included in the Corporate Governance Report and Notes to Accounts section of the Annual Report.

As regards the comments under point no. (f) to the Auditors Report regarding receivables balances of unbilled revenue amounting to Rs. 28,47,723, since the Company is engaged in Information Technology sector, revenue on ongoing projects is recognized on milestone basis as confirmed by Project Manager.

As regards the comments under point no.(4) of Annexure to the Auditors Report regarding the internal control in respect of service income, we would like to inform that we are further strengthening our internal control system to ensure the compliance more stringently.

12) PUBLIC DEPOSITS:

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

13) PARTICULARS OF EMPLOYEES:

The Particulars of employees pursuant to provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is appended as an Annexure to this report.

14) PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Companys subsidiaries for the financial year ended March 31, 2011 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.

15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in an Annexure to this Report.

16) ACKNOWLEDGMENTS:

The Board of Directors place on record its appreciation of the continuous efforts put in by all the employees to consolidate and improve the operations of your Company during the year under review.

17) APPRECIATION:

Your Directors wish to convey their appreciation to all the Companys employees for their performance and continued support. The Directors would also like to thank all the shareholders, consultants, customers, vendors, bankers, service providers and governmental & statutory authorities for their continued support

For and on behalf of the Board

For PRISM INFORMATICS LIMITED

Alok Pathak Dr Nirmal Jain

(Managing Director) (Director)

Place: Navi Mumbai

Date: 30th May, 2011

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Mar 31, 2010

The Directors have a pleasure in presenting their Annual Report together with the Audited Statements of Accounts of the company for theyear ended 31.03.2010.

1) FINANCIALPERFORMANCE:

The financials of the Company for the financial year March 31,2010areasfollows:-

STANDALONE RESULTS:

Particular April 1st 2009 to April1 st 2008 to March 31st 2010 March 31st 2009

Total Income 17,304,533 4,082427

Less: Total Expenditure 10,895,024 1,788,072

Profit before Depredation 6,409,509 2,294,055

Depredation 32,653 49,604

Profit after Depredation & before 6,376,856 2,244,451

prior period items

Less: prior period Items - (1,076)

Profit Before Twrton 6,376,856 2,245,527

Provision for Taxation

Current Tax 1,972,038 78,000

Deferred Tint Debit 6,934 -

Fringe Benefits - 3.000

Net Profit Aftertax 4,411,752 2,164,527

Profit brought forward 881,236 2,216,709

Amount available for appropriation 5,292,988 4,381,236

General Reserve - 3,500,000

Less: Appropriations

Interim Dividend 630,000 -

Preference Dividend 1,253435 -

Dividend Tax 312,769 -

Profit Transferred To Balance Sheet 3,097,084 881,236



CONSOLIDATED RESULTS:

Particular April 1st 2009 to April1 st 2008 to March 31st 2010 March 31st 2009

Total Income 85,407,568 4.082,127

Less: Total Expenditure 76,138,171 1,788,072

Profit before Depredation 9,269,397 2,294,055 Depredation 1,789,792 49,604

Profit after Depredation & before 7,479,605 2,244,451

prior period Items

Less: prior period Items - (1,076)

Profit Before Tawtlon 7,479,605 2445,527

Provision for Taxation

Current Tax 2,324,770 78,000

Deferred Tax Debit - (10,789)

Fringe Benefits - 3,000

Net Profit After Tax 5,165,624 2,164,527

Profit brought forward 881,236 2,216,709

Amount available for appropriation 6,046,860 4,381,236

General Reserve - 35,00,000

Less: Appropriations

Interim Dividend 630,000 -

Preference Dividend 1,253,135 -

Dividend Tax 312,769 -

Profit Transferred To Balance Sheet 3450,956 881,236

2) DIVIDEND:

An interim dividend for FY 2009-10 of Re. 1 per Equity Share of Rs 10 each and Re. 0.94 per 4% Non cumulative Compulsorily Convertible Preference Share of Rs 100 each was declared by the Board of Directors and paid in May 2010. Your directors recommend that the above interim dividend be declared as final dividend for FY 2009-10.

3) CHANGE IN LEADERSHIP:

Mr. Pradeep Kothari, Executive director, Mrs. Sarita P Kothari and Mr. Harakchand T Kothari, directors of the Company resigned from the Board of the Company subsequent to change in Promoter group holding w.e.f November 10,2009.

Under new management, Effective November 7, 2009, Mr. Alok Pathak, Dr. Ajay Sharma and Dr. Nirmal Jain were appointed as Additional Directors of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956 to hold office till the ensuing Annual General Meeting. The Company has received notice under Section 257 of the Act signifying the intention of members to propose their appointment at the ensuing Annual General Meeting. The contribution of all three directors to your Company has been immense. Their guidance, suggestions and advices has greatly benefited the Company.

4) HIGHLIGHTS OF 2009-2010:

1. OPEN OFFER:

Pursuant to the Public announcement and Open offer made by Idhasoft Limited, acquirer/new Promoter Group of the Company, 4,66, 732 equity sha res of Rs. 10 each at Rs. 65 per share representing 74.08% of the total paid up capital of the Company was acquired upon completion of all obligations relating to said Open Offer under the Securities & Exchange Board of India (Substantial Acquisition of shares and Takeover) Regulations, 1997. Pursuant to the said substantial acquisition, the new Promoter Group has been in control and management of the Company and re constituted the Board of Directors of the Company upon completion of Open Offer formalities.

2. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY:

The Company increased its Authorized Capital from Rs. 2 Crores to Rs. 21.75 Crores pursuant to Special Resolution passed by the Shareholders of the Company in its Extra Ordinary General Meeting held on 5th December, 2009.

3. ALLOTMENT OF 4% NON CUMULATIVE COMPULSORILY CONVERTIBLE PREFERENCE SHARES:

In order to increase the Capital Base of the Company 1,329,633 4% Non cumulative Compulsorily Convertible Preference Shares of Rs. 100 each at par were issued by the Company in the Board Meeting held on January 5, 2010 pursuant to approval of the Shareholders of the Company at the Extra Ordinary General Meeting held on December 22,2009, and in principle approval received from Bombay Stock Exchange on December 21,2009.

4. ALLOTMENT OF 10% COMPULSORILY CONVERTIBLE DEBENTURES:

In order to raise additional capital for funding future acquisition and for meeting working capital requirements of the Company, 5,78,429 10% Compulsory Convertible Debentures of Rs. 100 each at par were allotted by the Company pursuant to approval of shareholders at the Extra ordinary General Meeting of Company held on April 15,2010 and in principle approval received from Bombay Stock Exchange on April 23,2010.

5. SUBSIDIARIES:

The Subsidiaries of the Company as on 31st March 2010 are as follows:

1) Prism Informatics Europe AG, Europe (acquired).

2) Sumits Schweiz Gmbh, Europe (acquired).

3) Sumits Deutschland Gmbh, Europe (acquired).

4) Nexus Systems Resources Company Limited, Thailand (acquired).

5) Prism Informatics Inc, Delaware (wholly owned subsidiary).

6) Prism Informatics Pte Limited, Singapore (wholly owned subsidiary).

7) NastekSolutions Private Limited (acquired).

5) MANAGEMENT DISCUSSION AND ANALYSIS:

As required by Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is appended to this report.

6) CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Report on Corporate Governance is appended along with a Certificate of Compliance from Practising Company Secretary.

7) DIRECTORS RESPONSIBILITY STATEMENT:

In compliance with the provisions of section 217(2AA)of the Companies Act, 1956, the Directors of your company confirm:

a) That in the preparation of the annual accounts allthe applicable accounting standards have been followed along with proper explanations relating to material departures;

b) That the Directors had 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 of the Company for that year;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and deleting fraud and other regularities;

d) That the annexed accounts for the financial year ended 31st March, 2010 have been prepared on a

going concern basis.

8) AUDITORS:

M/s. E. A. Patil & Associates, Chartered Accountants, auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment for which they have given their consent.

9) AUDITORS REPORT:

The Auditors in their Report have referred to the notes forming part of the Accounts. The said notes are self- explanatory and do not require any further explanation.

10) PUBLIC DEPOSITS:

The Company has not accepted any deposits from public, hence provisions of Section 58A of the Companies Act, 1956 and Companies (Acceptance of Deposit) Rules 1975 are not applicable to the company.

11) PARTICULARS OF EMPLOYEES:

The Particulars of employees pursuant to provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is appended as an Annexure to this report.

12) PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors report, Balance sheet, and Profit and Loss account of our subsidiaries. We had applied to the Government of India for an exemption from such an attachment as we present the audited consolidated financial statements in the Annual Report. The Government of India has granted us exemption from complying with Section 212. Accordingly, the Annual Report does not contain the financial statements of these subsidiaries. We will make available the audited annual accounts and related information of subsidiaries, where applicable, upon request by any of our shareholders.

13)CONSOLIDATEDFINANCIALSTATEMENTS:

As stipulated by Clause 32 of the Listing agreement with the stock exchanges, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting statements issued by The Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

14)CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Company has no activities relating to conservation of energy or technology absorption and details of foreign exchange inflow and outflow is given in the annexure to this Report.

ACKNOWLEDGMENTS:

The Board of Directors place on record its appreciation of the continuous efforts put in by all the employees to consolidate and improve the operations of your Company during the year under review.

16)APPRECIATION:

Your Directors placed on record their deep appreciation for the support and co-operation which your Company to receive from Bankers, Shareholders, Employees and Associates of your Com pany.

For and on behalf of the Board For PRISM INFORMATICS LIMITED

Place: Navi Mumbai Date: 16th July, 2010

ALOKPATHAK DR.NIRMALJAIN (Managing Director) (Director)

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Mar 31, 2009

The Directors have pleasure in presenting to you the Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2009.

FINANCIAL RESULTS

2008-09 2007-08 PARTICULARS Rs. Rs.

Total Income 40,82,127 38,02,076

Less: Total Expenditure 17,88,072 14,15,844

Profit / (Loss) Before Interest, Depreciation & Tax 22,94,055 23,85,156

Less: interest Nil Nil

Depreciation 49,604 94862

Profit after Tax 22,44, 451 22,90.294 Less: Provision for Taxation

Current Tax 78,000 76,600

Deferred Tax Nil 5.770

Fringe Benefit Tax 3,000 Nil

Profit After Tax 21,63,451 22,07,924

Add / Less earlier year Debit / Credit 1076 Nil

Add : Profit brought forward from earlier years 22,16,709 42,08,785

Profit after Tax available for appropriation 43,81,236 64,16,709 Appropriations:

Transfer to General Reserve 35,00,000 42,00,000

Balance carried to Balance Sheet 8,81,236 22,16,709

Your Directors are hopeful of better performance by the Company in the current year.

DIVIDEND

With a view to conserve the resources of the Company, your Directors do not recommend any dividend for the year under review.

DIRECTORS

Mrs. Sarita P. Kothari retires by rotation from the Board and being eligible offers herself for re appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

i in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year ended on 31st March, 2009 and of the profit of the Company for that year;

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

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

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public.

MAJOR EVENTS

The promoters of the Company have sold their shareholding in the Company to M/s Idhasoft Limited vide a Share Purchase Agreement dated August 6, 2009. Accordingly, the necessary procedure under the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is being undertaken by Idhasoft Limited.

AUDITORS

M/s P. B. Tikait & Co., Chartered Accountants, Mumbai, retiring Auditors of the Company have intimated their inability to be appointed as Auditors at the forthcoming Annual General Meeting. The Company has received a notice under Section 190 of the Companies Act one of the member of the Company, 1956 intimating his intention to recommend the appointment of M/s. E.A. Patil & Associates, Chartered Accountants as Auditors of the Company at the forthcoming

Annual General Meeting. The Board of Directors recommend to the members, the appointment of M/s. E.A. Piatil & Associates, Chartered Accountants as Auditors of the Company at the forthcoming Annual General Meeting to hold office till the conclusion of the next Annual General Meeting.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and therefore, do not call for any further comments on the Auditors Report under Section 217 of the Companies Act, 1956.

STATUTORY INFORMATION ABOUT EMPLOYEES. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The Company had no employees of the category specified in Section 217(2A) of the Companies Act, 1956.

Since the Company is not having any manufacturing activity, Directors have nothing to report on conservation of energy, research and development and technology absorption.

During the year foreign exchange earning was Rs. 40,74,127.00 (Previous Year 38,01,000.00) on account of Income from Software Development Services and outgo was Rs. Nil.

ACKNOWLEDGEMENT

Your Directors would like to thank all the clients, bankers and shareholders of the Company for the unstinted support received from them during the year.



For and on behalf of the Board of Directors

Director Director

Place: Mumbai

Date: August 31, 2009