Directors Report of SMS Techsoft (India) Ltd.

Mar 31, 2014

The Members of,

M/s SMS Techsoft (India) Limited

The Directors have pleasure in presenting the Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March 2014.

Financial Results (Rs. inlacs)

Particulars FY 2013-14 FY 2012-13

Sales 20.00 48.50

Other income 10.00 10.80

Depreciation 13.65 14.72

Other expenses 07.40 43.56

Profit/Loss before Tax -00.95 01.02

Profit/Loss after Tax -00.95 00.55

During the year company could not achieve reasonable level of growth because of various reasons. Turnover of the company has also been decreased in comparison to the previous year due to termination of land acquisition programme planned to envisage its expansion plan in 2011-12 on account of title deficiency issue recovered recently in the acquired land. Further, the Company has also planned to expand operational activity and new avenues such as data purchase for business development and henceforth the Company had incurred loss in the current year. The company will try to achieve the performance as previous year in terms of turnover as well as profit in next year by making more initiative in the activities of the company.

Personnel

Your directors'' wish to place on record their appreciation for the contribution to growth of the business made by employees at all levels. Information as required pursuant to section 217(2A) of the companies Act, 1956 has not been given, as it is not applicable^

Auditors

M/s K. R. Shah & Associates, Chartered Accountants, Ahmedabad, Auditor of the Company (Firm Registration No.: 109642W) holds office until the conclusion of the ensuring Annual General Meeting. As per newly inserted Section 139 of the Companies Act, 2013, they are appointed for a term of five consecutive financial years, for which necessary resolution is put to vote in this AGM, as stated in the item no. 3 of the notice, they are eligible for appointment to conduct statutory audit The company has received certificate from the auditor to the effect that their appointment if made, would be within the prescribed limits under the Companies Act.

Notes to the accounts referred to in Auditor''s report are self explanatory and therefore do not call for any further comments.

Deposits

During the year under review, Company has not accepted any Deposits failing under Section 58A of Companies Act, 1956.

5. Energy. Technology And Foreign Exchange

The additional information required to be disclosed in terms of notification No.1029 dated 31st December, 1998 issued by the Department of Company Affairs, Ministry of Finance is not applicable.

6. Directors'' Responsibility Statement

Pursuant to Section 217(2A) of Companies Act, 1956, the Directors confirm that:

L In the preparation of Annual Accounts, appropriate accounting standard have been followed-

fi_ Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of state of affairs of the company at the end of financial year ended 31st March, 2014.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on going concern basis.

7. Directors:

As per provisions of Section 152(6) of the Companies Act, 2013, Mr. Devraj Peranaidu, Director liable to retire by rotation, offers himself for re-appointment at the general meeting and if appointed as Director of the Company, be appointed as an Independent Director for consecutive five financial years as per provisions of Section 149 of the* Companies Act, 2013. Mr. Darshan Mistry is being appointed as an Independent Director for three consecutive five years as per provisions of Section 149 of the Companies Act, 2013. Mrs. Anita Kadanthalai is being appointed as a Woman Director as per provisions of Section 149 of the Companies Act, 2013. Mr, Dashrathkumar Khatri and Mr. Dilip Gajjar, has resigned from the Directorships of the Company during the year. Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re- appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013 (Previously being Section 274(1) (g) of the Companies Act, 1956).

8. Report on Corporate Governance

Compliance Report on Corporate Governance is a part of Annual Report is annexed herewith.

9. Acknowledgements

Your Directors wish to please on record their appreciation of the whole hearted co- operation extended to company from various departments of the central and state governments, company'' bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.

PLACE: COIMBATORE FOR AND ON BEHALF OF THE BOARD DATE: 18/07/2014

CHAIRMAN Mr. V. Jagadish (DIN:02112261)

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Mar 31, 2013

To The Members Of M/s SMS Tec soft (India) Limited

The Directors have pleasure in presenting the Annual Report of the company together with the Annual Accounts for the financial year ended on 31st March 2013.

1. Financial Results (Rs.in lacs)

particulars FY 2012-13 FY 2011-12

Sales 48.50 59.95

Other income 10.80 11.50

Depreciation 14.72 19.52

Other expenses 43.56 49.97

Profit/Loss before Tax 01.02 01.94

Profit/Loss after Tax 00.55 01.22

During the year company could not achieve reasonable level of growth because of various reasons. Turnover as well as profit of the company has been decreased in companies to the previous year. The company will try to achieve the performance as previous year in terms of turnover as well as profit in next year by making more initiative in the activities of the company.

2. sub division of Equity shares.

In order to improve liquidity of the company shares in the stock Market and to make it more affordable to the small investors existing equity shares of the company of the face value of Rs.10/- (Rupees Ten) each are sub divided into 10 equity shares each of Rs.1/- (Rupees one) each during the year.

3. Personnel

Your directors wish to place on record their appreciation for the contribution to growth of the business made by employees at all levels information as required pursuant to section 217(2A) of the companies Act,1956 has not been given as it is not applicable.

4. Auditors

Mr,K.R.Shah & Associates chartered Accountants statutory Auditor of the company holds office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointments.

5. Deposits

During the year company has not accepted any Deposits falling under section 54A of Companies Act,1956.

7. Directors Responsibility statement

pursuant to section 217 (2A) of companies Act, 1956 the Directors confirm that;

i. In the preparation of Annual Accounts appropriate accounting standard have been followed.

ii. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and rodent so as to give true and fair view of state of affairs of the company at the end of financial year ended 31st March,2013.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have prepared on going concern basis.

8. Directors;

Mr,Dashrathkumar Khatri retires by rotation and being eligible offer himself for reappointment.

Mr, Peranaidu siddhiah Devraj is proposed to be appointment as Director at the general meeting under the provisions contained in section 257 of the companies Act,1956.

Mr,Dilipbhai Gajjar is proposed to be appointed as Director at the general meeting under the provisions contained in section 257 of the companies Act,1956.

Mr,Akash Kadandale is proposed to be appointed as Director at the general meeting under the provisions contained in section 257 of the companies Act,1956.

9. Report on corporate Governance

Compliance Report on corporate Government is a part of Annual Report is annexed herewith.

10. Acknowledgements

Your Directors wish to please on record their appreciation of the whole hearted co-operation extended to company from various departments of the central and state governments company bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.

place: Coimbatore By order of the Board of Directors,

Date : 30/05/2013 FOR SMS TECHSOFT (INDIA) LIMITED

(Formerly known as AKL SOFT & INFOSYS (INDIA) LIMITED)

CHAIRMAN

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Mar 31, 2010

Members,

The Directors have pleasure in presenting Fifteenth Annual General Meeting of the Company together with the Audited statements of accounts for the financial year ended on 31st March. 2010.

PERFORMANCE

The Financial year, under review was particularly a very unfavorable one to the software industry. The slowdown of the western economies adversely affected to the Indian Software industry in suffered a loss for the year. Your directors hope that in the current year the company- will be able to post a better performance.

DIVIDEND

In view of the loss suffered by the company no dividend could be recommended.

DEPOSITS

The Company has not accepted any Fixed Deposits, within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS

Mr. Akash Kadandale is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Mr. Akash Kadandale is a successful business man having years of experience in management. His continuation in the board will be beneficial to the organization.

AUDITORS

M/s. Apaji Amin & Co.. Chartered Accountants,Ahmedabad. Auditors of the company resigned as statutory auditors of the company on account of personal reasons and M/s. Ashit T. Macwan was appointed as statutory auditors of the company at the extra ordinary general meeting of the company. They will hold office till the conclusion of ensuing Annual General Meeting.

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

During the year under report there was no manufacturing activity in the company. 'Now new technology has been adopted or absorbed and there was no foreign exchange earnings or outgo.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956.

There are no employees falling within the limits prescribed by the Section 217 (2A) and as such the requirement of statement under the provision of the said section is not attached.

DIRECTORS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956.

The board of directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. The accounting policies are reasonable and prudent and are consistently followed to give a true and fair view of the state of affairs of the company.

3. Proper and sufficient care is taken for the maintenance of adequate accounting records for safeguarding assets of the company and for prevention and detection of fraud or irregularities.

4. The annual accounts have been prepared on a 'going concern* basis. Now the said auditors are retiring with the conclusion of the ensuring Annual General Meeting and are offering, themselves for re appointment. The said auditors have confirmed their appointment would be well within the limits prescribed by Section 224 (1-B) of the Companies Act. 1956.

AUDIT OBSERVATIONS

As regards the observation made by Auditors regarding non-recoverability of loans and sundry debtors, steps are being taken to record the same.

Steps are also taken to register the land in the name of the Company.

REPORT ON CORPORATE GOVERNANCE

Report of Director on Corporate governance is a part of Annual Report and is annexed is annexure- A.

MANAGEMENT DISCUSSIONS AND ANALYSIS :

Report on Management Discussion and Analysis is annexed in annexure-B.

AKNOWLEDGEMENT

Your directors wish to thank the Government agencies, authorities and Departments. bankers, customers and employees for their support and co-operation.

For and on behalf of the Board

Sd/- V. Jagadish Managing Director

Place : Coimbatore Date : 3-06-2010;

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Mar 31, 2009

The directors are happy to present you the 14th Annual Report of your Company for the year ended 31st March 2009

PERFORMANCE

The financial year, under review was particularly a very unfavourable one to the software industry. The slow down of the western economies adversely affected to the Indian software industry in suffered a loss of Rs. 7,01,045 for the year as compared to Rs. 12,76,566 last year. Your directors hope that in the current year the company will be able to post a better performance.

DIVIDEND

In view of the loss suffered by the company no dividend could be recommended.

DEPOSITS

The Company has not accepted any Fixed Deposits, within the meaning of Section 58A of Companies Act. 1956.

DIRECTORS

Mr. MANI VIJAYARAGHAVAN is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Mr.Mani Vijayaraghavan is a successful business man having years of experience in management. His continuation in the board will be beneficial to the organization.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOTEIGN EXCHANGE EARINGS AND OUT CO:

During the year under report there was no manufacturing activity in the company. Now new technology has been adopted or absorbed and there was no foreign exchange earnings or outgo.

PARTICULARS OF EMPLOYEES UNDER SECTON 217 (2A) OF THE COMPANIES ACT, 1956.

There are no employees falling within the limits prescribed by the Section 217 (2A) and as such the requirement of statement under the provisions of the said section is not attached.

DIRECTORS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956.

The board of directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed.

ii) The accounting policies are reasonable and prudent and are consistently followed to give a true and fair view of the state of affairs of the company.

iii) Proper and sufficient care is taken for the maintenance of adequate accounting records for safeguarding assests of the company and for prevention and detection of fraud or irregularities.

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

Now the said auditors are retiring with the conclusion of the ensuing Annual General Meeting and are offering, themselves for reappointment. The said auditors have confirmed the their appointment would be well within the limits prescribed by Section 224 (1-B) of the Companies Act, 1956.

AUDIT COMMITTEE

The Board of directors have constituted an Audit Committee, the composition of which is as follows:

1. Mr.K.N. Vittal

2. Mr. Mani Vijayaraghavan

AUDIT OBSERVATIONS

As regards the observation made by Auditors regarding non-recoverability of loans and sundry debtors, steps are being taken to recover the same. Steps are also taken to register the land in the name of the Company.

ACKNOWLEDGEMENT

Your directors wish to thank the Government agencies, authorities and Departments, bankers, customers and employees for their support and co-operation.

For and on behalf of the Board Place : Coimbatore Date : 28th July 2009 Sd /-V. Jagadish Managing Director