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Directors Report of Softsol India Ltd.

Mar 31, 2023

The Directors have pleasure in presenting the 33rd Directorsâ Report on the business and operations of your Company, for the year ended March 31, 2023.

Financial Highlights

(Amount in Rs. Lakhs)
		Stand Alone		Consolidated
		31-03-2023	31-03-2022	31-03-2023	31-03-2022
	Revenue from Operations	3152.52	2421.07	8259.37	7426.39
	Other Income	736.77	254.72	(211.08)	777.67
	Total Revenue	3889.29	2675.79	8048.29	8204.06
	Profit before Interest, Depreciation & Tax (Before Exceptional Items)	1376.61	834.25	619.79	1581.32
	Depreciation	156.67	169.65	181.88	259.29
	Finance Costs	35.31	7.79	167.25	103.01
	Profit before Tax (Before Exceptional Items)	1184.63	656.81	270.66	1219.02
	Exceptional Items	0	0	0	742.03
	Current Tax	327.43	224.23	315.01	288.66
	Deferred Tax	251.72	0	(52.33)	0
	Profit after Tax	605.47	432.59	7.98	1672.39
	EPS (Basic & Diluted) (in Rs.)	4.10	2.57	0.05	9.93

Review of Operations

During the year under review, your Company recorded income of Rs. 3152.52 lakhs from Business activities in comparison with previous yearâs income of Rs. 2421.07 lakhs. Your company achieved net profit of Rs. 605.47 Lakhs for the year in comparison with the previous yearâs net profit of Rs. 432.59 Lakhs.

Review of Operations of Wholly owned Subsidiary

SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded total revenue of US$ 6.46 Million for the year 2023 in comparison with the previous yearâs revenue of US$ 6.70 Million. SRI recoded net Profit/ (Loss) of US $ (7,55,762) for the year 2023 in comparison with the previous yearâs net Profit of US$ 15,69,835

FUTURE OUTLOOK & BUSINESS:

The Board of Directors of the Company had approved the Scheme of Arrangement between the Company and Covance SoftSol Limited and respective shareholders and creditors (for demerger of software business). This Scheme provides for demerger, transfer and vesting of the software business (Demerged Undertaking as defined in the Scheme) from the Company into Covance SoftSol Limited on a going concern basis. With this demerger, the Company shall cease to convene its software business and operates only infrastructure business means development, holding of properties and facilities, providing infrastructural facilities including leasing of properties or spaces. The Company will take necessary strategic steps for the growth of the business only in the line of infrastructure business.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In accordance with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Report as Annexure - 1.

DIVIDEND

In view of the financial performance of your company during the year 2022-23, your directors have not recommended any dividend for this financial year.

AMOUNTS TRANSFERRED TO RESERVES:

During the year under review the Board does not carry any amount to the Reserves.

BUYBACK OF EQUITY SHARES:

The Board at its meeting held on November 22, 2022 and Shareholders through Postal Ballot on December 21, 2022 has passed resolutions to buyback 20,58,824 (Twenty Lakhs Fifty-Eight Thousand Eight Hundred Twenty-Four) equity shares of RS. 10 (Rupee Ten only) each fully paid-up, (representing 12.24% of the total number of Equity Shares in the existing total paid-up equity capital of the Company and of the total number of Equity Shares in the total paid-up equity capital as of March 31, 2022) at a price of Rs. 170 (Rupees One Hundred Seventy only) aggregating to Rs. 35.00 Crores (Rupees Thirty Five Crores only), being 15.30% and 21.12% of the aggregate of the fully paid-up equity share capital and free reserves of the Company as per the audited standalone and consolidated financial statements of the Company as at March 31, 2022, respectively (which is within the statutory limits of the aggregate of the fully paid-up equity share capital and free reserves of the Company, based on both standalone and consolidated financial statements of the Company, under the approval route of Shareholders by Special Resolution as per the provisions of the Act and The SEBI (Buyback of Securities) Regulations, 2018 (âthe Buyback Regulationsâ)), excluding the transaction cost relating to the buyback, from the members of the Company, including the promoters of the Company, on a proportionate basis under the tender offer route in accordance with the provisions of the Buyback Regulations and the Act and Rules made thereunder.

Pursuant to and in compliance with the provisions of section 68 of the Act read with rule 17 of The Companies (Share Capital and Debentures) Rules, 2014 and the Buyback Regulations, the amount of buyback was distributed to the members on March 23, 2023 and the corresponding equity shares were extinguished on April 10, 2023. Pre and post buyback shareholding structure is as under:

Pre-buyback shareholding	No. of shares bought back	Post buyback shareholding
16822513 Equity Shares of Rs. 10 each	2058824 Equity Shares of Rs. 10 each	14763689 Equity Shares of Rs. 10 each

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2023 (post buy-back) was 14763689 Equity Shares of Rs. 10 each. During the year under review, the Company has not issued any shares including shares with differential voting rights nor granted stock options nor sweat equity.

As on March 31, 2023 other than Mr. Srinivasa Rao Madala - Director (30015 Shares 0.20%) and Mr. Bhaskara Rao Madala - Whole time Director (1069766 Shares - 7.25%) none of the other Directors of the Company holds shares of the Company.

CORPORATE GOVERNANCE:

Your Company has always strived to maintain appropriate standards of good corporate governance. The report on corporate governance as stipulated under Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report. The requisite certificate confirming compliance with the conditions of corporate governance as stipulated under the said clause is attached to this report as Annexure - 2.

EXTRACT OF THE ANNUAL RETURN & ANNUAL RETURN

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at https://softsolindia.com/investors/annual-return/.

DIRECTORS:

None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 or under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The existing composition of the Companyâs board is fully in conformity with the applicable provisions of the Act 2013 and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Directors have certified that the disqualifications mentioned under Sections 164, 167, and 169 of the Companies Act, 2013 do not apply to them. Your Directors hereby affirm that the Directors are not debarred from holding the office of director by virtue of any SEBI order or any order from such other authority.

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possesses integrity, relevant expertise and experience required to best serve the interest of the Company. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

The Independent Directors have affirmed compliance with the Code for the Independent Directors mentioned in Schedule IV of the Companies Act, 2013. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are not disqualified to act as such Independent Directors.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 read with Regulation 16 (B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

KEY MANAGERIAL PERSONNEL

Mr. Bhaskara Rao Madala is the Whole time Director, Mr. Koteswara Rao Yerragopi (PAN: ACPPY4660H) is the Chief Financial Officer of the Company and Mr. B. Laxman (ACS 20625) is the Company Secretary. In the Board Meeting held on 14.08.2023, the Board approved the appointment of Mr. Musinam Nagaraju (ICSI ACS - 48209) as Company Secretary & Compliance Officer with effect from 1st September 2023 and approved the resignation of Mr. B. Laxman from the office of Company Secretary & Compliance Officer w.e.f. 30.08.2023. Except the above there has been no change in the KMP of the Company.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year under review, the Audit Committee met 5 times on 30/05/2022, 12/08/2022, 19/09/2022, 14/11/2022 and 10/02/2023.

The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013. COMMITTEES OF THE BOARD

The details of the following committees of the Board along with their composition and meetings held during the financial year 2022-23 are given in the Report on Corporate Governance forming part of this Directorsâ Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

AUDIT COMMITTEE

As per the requirement of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

The Audit Committee consists of three Non-executive Independent Directors, possessing the requisite experience and expertise.

The composition of the Audit Committee is as follows:

a) Sri. B. S. Srinivasan (DIN: 00482513) Chairman (Independent)

b) Sri. Veeraghavulu Kandula (DIN: 03090720) Member (Independent)

c) Smt. Naga Padma Valli Kilari (DIN: 08466714) Member (Independent)

d) Sri. Srinivasa Rao Madala (DIN: 01180342) Member (Non-Executive)

The Company Secretary is the Secretary of the Committee and the Chief Financial Officer is the invitee to the Meetings of the Committee.

During the year under review, the Audit Committee met 5 times on 30/05/2022, 12/08/2022, 19/09/2022, 14/11/2022 and 10/02/2023.

All recommendations of the Audit Committee were duly accepted by the Board and there were no instances of any disagreements between the Committee and the Board during the year.

NOMINATION AND REMUNERATION COMMITTEE

As per the requirement pursuant to Section 178 of the Companies Act, 2013, the rules made there under and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of section 178 relating to the remuneration for the Directors (including criteria of making payments to non-executive directors), key managerial personnel, and other employees. The Policy has been uploaded on the website of the Company at https://softsolindia.com/investors/corporate-governance-policies/.

The composition of the Nomination and Remuneration Committee is as follows:

a) Sri. Veeraghavulu Kandula (DIN: 03090720) Chairman (Independent)

b) Sri. B. S. Srinivasan (DIN: 00482513) Member (Independent)

c) Smt. Naga Padma Valli Kilari (DIN: 08466714) Member (Independent)

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND COMMITTEE

The Company formulated the Corporate Social Responsibility Committee (CSRC) in consultation with the Board pursuant to the provisions of Section 135 of the Companies Act, 2013.

The the composition of the CSR Committee is as follows:

a) Sri. B. S. Srinivasan (DIN: 00482513) Chairman (Independent)

b) Sri. Veeraghavulu Kandula (DIN: 03090720) Member (Independent)

c) Smt. Naga Padma Valli Kilari (DIN: 08466714) Member (Independent)

d) Sri. Srinivasa Rao Madala (DIN: 01180342) Member (Non-Executive)

During the year under review, the CSR Committee met on 12/08/2022 & 14/11/2022.

During the year under review the Company spend an amount of Rs. 20,12,625 against the statutory obligation of Rs. 20 lakhs with respect to CSR activities. The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rule, 2014 is attached as Annexure - 3 to the Report. The detailed CSR Policy has been uploaded on Companyâs website at https://softsolindia.com/investors/corporate-governance-policies/.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirement pursuant to Section 178 of the Companies Act, 2013, the rules made there under and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This Committee consists of three Non-executive Independent Directors, possessing the requisite experience and expertise.

The composition of the CSR Committee is as follows:

a) Smt. Naga Padma Valli Kilari (DIN: 08466714) Chairman (Independent)

b) Sri. B. S. Srinivasan (DIN: 00482513) Member (Independent)

c) Sri. Veeraghavulu Kandula (DIN: 03090720) Member (Independent)

BORROWINGS:

The Company does not have any borrowings from Banks, Financial Institutions, Body Corporates or any other persons.

CASH FLOW STATEMENT

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, the Annual Financial Statement contains the Cash Flow Statement for the financial year 2022-23, forming part of this Annual Report.

CORPORATE POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the formulation of certain policies for all listed companies. The corporate governance policies are available on the Companyâs website at https://softsolindia.com/investors/corporate-governance-policies/. The policies are reviewed periodically by the Board and updated as needed.

SECRETARIAL STANDARDS

Your Directors confirm that the Company has, during the year, complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the year under review, the Company has not made any investments or given loan or provided security or guarantees falling under the provisions of Section 186 of the âthe Actâ.

CREDIT RATING

The Company was not assigned with any Credit Rating.

DEMATERIALISATION OF SECURITIES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2023, 99.86% of the share capital stands dematerialized.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT AND ALSO ANY CHANGE IN THE NATURE OF BUSINESS

There have been no material changes between the end of the Financial Year and the date of this Report and also there is no change in the Nature of Business of the Company.

However, the Board has approved the Scheme of Arrangement for the demerger of software business and for this reorganization the Appointed Date is 01.04.2023. This reorganization will affecting the financial position of the Company in the upcoming financial years. The proposed Scheme is subject to the approval of the Stock Exchange, Shareholders, National Company Law Tribunal and other relevant regulatory authorities.

Salient features of the Scheme:

(i) demerger, transfer and vesting of the Software Business (Demerged Undertaking as defined in the Scheme) from the Company into Covance SoftSol Limited on a going concern basis, and issue of 1 (one) fully paid-up equity share of Covance SoftSol Limited having face value of Rs.10 each for every 1 (one) fully paid-up equity share of Rs.10 each of the Company, in consideration thereof, in accordance with the provisions of Section 2(19AA) of the Income-tax Act, 1961;

(ii) Listing of equity shares of Covance SoftSol Limited on BSE Limited; and

(iii) reduction and cancellation of the entire pre-scheme share capital of Covance SoftSol Limited

WTD AND CFO CERTIFICATION

As required under Regulations 17(8) and 33(2) (a) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, certificates are duty signed by Mr. Bhaskara Rao Madala, Whole time Director and Mr. Y. Koteswara Rao, CFO. Annexure- 4 Enclosed to the Report.

LISTING OF SHARES:

Shares of the Company are listed on The Bombay Stock Exchange Limited (BSE), Mumbai, which provides a wider access to the investors nationwide.

The Company has made all the compliances of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including payment of annual listing fees up to 31st March 2024 to the BSE.

STATUTORY AUDITORS AND AUDIT REPORT:

In accordance with the provisions of Companies Act, 2013, at the 28th Annual General Meeting, the shareholders had appointed M/s. PAVULURI & CO., Chartered Accountants, Hyderabad (FRN: 012194S), as Statutory Auditors of the Company, for a period of 5 years i.e. up to the conclusion of 33rd Annual General Meeting to be held for the adoption of accounts for the financial year ending March 31, 2023, subject to approval of the Members at the ensuing Annual General Meeting.

The Board on the recommendation of audit committee has reappointed M/s. PAVULURI & CO., Chartered Accountants, Hyderabad (FRN: 012194S), for its 2nd term for the period of 5 years i.e. up to the conclusion of 38th Annual General Meeting to be held for the adoption of accounts for the financial year ending March 31, 2028, subject to approval of members at the ensuing Annual General Meeting.

There is no qualification or adverse remark in Auditorsâ report. As regards the comments made in the Auditorsâ Report, the Board is of the opinion that the same are self-explanatory and does not require further clarification.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under, either to the Company or to the Central Government. The notes on accounts referred to and the Auditorsâ Report are self explanatory and therefore do not call for any explanatory note.

INTERNAL AUDITOR

M/s Balarami & Nagarjuna, Chartered Accountants, Hyderabad is re-appointed as Internal Auditor of the Company to conduct the internal audit of the Company for the Financial Year 2023-24, as required under Section 138 of the Act 2013 and the Companies (Accounts) Rules, 2014.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, Company undertakes corrective action in their respective areas and thereby strengthens the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed on the recommendation of Audit Committee M/s VBM Rao & Associates, Company Secretaries, Hyderabad (C.P. No. 5237), to undertake the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the year 2022-23 is self-explanatory and therefore do not call for any explanatory note and the same is annexed as Annexure - 5 herewith.

COST AUDITOR

As per section 148 read with Companies (Audit and Auditors) Rule, 2014 appointment of Cost Auditors are not applicable to the Company.

COST RECORDS

Maintenance of cost records as prescribed under the provisions of Section 148 of the Companies Act, 2013 are not applicable for the business activities carried out by the Company during the financial year.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK

There is no qualification, reservation or adverse remark or disclaimer made -

(i) by the auditor in his report; and

(ii) by the Company Secretary in practice in her secretarial audit report.

DEPOSITS

During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. As on 31st March, 2023, there are no unclaimed deposits with the Company. Further the Company has not defaulted in repayment of deposits or payment of interest thereon.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The related party transactions that were entered into during the financial year are only with SoftSol Resources Inc, USA (a wholly owned Subsidiary Company). There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Promoters, Directors, Key Managerial Personnel or other designated persons has any pecuniary relationships or transactions vis-a-vis the Company.

The details of related party transactions are provided in the accompanying financial statements and Corporate Governance Report. All transactions entered into with related party (SoftSol Resources Inc, USA, a wholly owned Subsidiary Company) during the year were on an armâs length basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website at https://softsolindia.com/investors/corporate-governance-policies/.

INFORMATION REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 PERTAINING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy:

Your Companyâs activities being software development and IT related in nature, energy consumed is only in the nature of electrical consumption for use and maintenance of office appliances. However, the efforts of your Company are aimed at keeping the consumption levels to as low as practicable.

1) Steps taken for conservation of energy (figures below are, on a full production-load basis):

The Company continues to work on reducing carbon footprint in all its areas of operations through initiatives like (a) green infrastructure, (b) green IT (data centers, laptops and servers etc, (c) operational energy efficiency.

2) Steps taken for utilizing alternate sources of energy/resources: NIL

3) Capital Investment on energy conservation equipments: NIL

(B) Technology Absorption:

Your Company not being engaged in any manufacturing activity, there is no material information to be provided in this regard.

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Companyâs operations do not require significant import of technology.

1) Efforts made towards technology absorption: A continuous interaction and exchange of information in the industry is being maintained with a view to absorbing, adapting and innovating new methods that may be possible.

2) Benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

3) Information regarding technology imported, during the last 3 years: Nil

4) Expenditure incurred on Research and Development: NIL

(C) Foreign Exchange Earnings and Outgo: Total foreign exchange earnings during the year were Rs. NIL (Previous year Rs. NIL) and foreign exchange outgo was: NIL (previous year: NIL).

PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules there under as amended from time to time, forms part of this report as Annexure - 6.

There are no instances of employees who was in receipt of remuneration in excess of the limit prescribed in provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules made there under.

HUMAN RESOURCES:

On a consolidated basis, the Company has 170 employees as of March 31, 2023. The employeesâ relation at all levels and at all units continued to be cordial during the year.

BOARD EVALUATION

Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates.

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company.

The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

The induction programme includes:

1) For each Director, a one to one discussion with the Whole time Director to familiarise the former with the Companyâs operations.

2) An opportunity to interact with the CFO & Company Secretary, business heads and other senior officials of the Company, who also make presentations to the Board members on a periodical basis, briefing them on the operations of the Company, strategy, risks, new initiatives, etc.

The details of the familiarisation programme may be accessed on the Companyâs corporate website. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 10/02/2023, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as applicable, all shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more will be transferred to IEPF.

During the year under review as per the Transfer confirmation by NSDL dated 03/10/2019 for the Corporate Actions filed by the Company for transfer of 3600 Equity Shares to the Demat Account of IEPF Authority (IN300708/10656671) relating to the Unclaimed Dividend Shareholders of the Company relating to the unpaid/ unclaimed dividend of the Financial Years 2001-01, 2001-02 and 2002-03.

Transfer of Unclaimed Dividend and Shares to IEPF - Interim Dividend Paid in FY 2015-16:

Company had completed within the statutory time of Transfer of Unclaimed /Unpaid Dividend and Shares in connection with such Unclaimed /Unpaid Dividend to the IEPF Authority for the Interim Dividend of FY 2015-16 in compliance of provisions of Section 124(6) of Companies Act, 2013 read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as per the details given below:

Details of NEFT transfer of Unclaimed /Unpaid Dividend of Interim Dividend of FY 2015-16 to the IEPF Authority:

Account no - 04990920001637 IFSC code -HDFC0000240 Beneficiary name -MCA21-NEFT Collection Amount: RS. 63808.

FORM IEPF-1 SRN No.: X30709604

Details of transfer of Equity Shares of Rs. 10 each fully paid to IEPF Demat Account (with NSDL) relating to Unclaimed /Unpaid Dividend of Interim Dividend of FY 2015-16 through Corporate Actions executed with NSDL & CDSL and Form IEPF -4 filed with MCA:

1	Name of the company		SoftSol India Limited
2	ISIN		INE002B01016
3	Financial Year for which the unpaid/ unclaimed dividend pertains to for which the underlying shares are to the transferred/ transmitted to IEPF		2015-16
4	Details of Demat account of IEPF Authority		I	N		3	0	0	7	0	8
			1	0		6	5	6	6	7	1
Details of shares to be transferred/transmitted to the IEPF Authority Demat Account:
S. No.		Shares held in			Number of records				Number of shares (Quantity)
(i)		NSDL			49				9183
(ii)		CDSL			14				1644
(iii)		Physical Form			148				29003
		Total			211				39830

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31.03.2023 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as âthe Actâ) read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companyâs state of affairs, profits and cash flows for the year ended 31-03-2023. The Notes to the Financial Statements forms an integral part of this Report.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

(a) In the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

(b) The directors 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 and loss of the Company for that year;

(c) 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 the Company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Company has established a Vigil Mechanism called the âWhistle Blower Policyâ for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy and the details of the Whistle Blower Policy has been uploaded on the Companyâs website.

MATERIAL SUBSIDIARIES

In accordance with Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (Listing Regulations), M/S. SOFTSOL RESOURCES INC, USA is the material non-listed subsidiary. The Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company.

Pursuant to Regulation 24(1) and other applicable Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. SUBBIAH SRINIVASAN BATTINA (DIN: 00482513) an Independent Director of the Company was appointed as as Director of SOFTSOL RESOURCES, INC. the Wholly owned unlisted subsidiary effective 14th March 2020. The subsidiary Company is having Registered Office at 42840, Christy Street, Fremont CA 94538, USA.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial performance of Wholly owned subsidiary in Form AOC-1 is furnished in Annexure - 7 attached to this report.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

As on 31st March, 2023, the Company has only one subsidiary, namely M/s. SoftSol Resources Inc., USA. M/s. SoftSol Resources Inc., USA is also a material subsidiary. M/s. Covance SoftSol Limited was incorporated as a wholly-owned subsidiary of the Company on 11.08.2023 for the purpose of demerger of software business.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under the provisions of the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements together with Auditorsâ Report form part of the Annual Report. The same is with unmodified opinion (unqualified).

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Companyâs internal control systems commensurate with the nature and size of its business operations. Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently.

The Audit Committee and Independent Internal Auditors, regularly review internal financial controls and operating systems and procedures for efficiency and effectiveness. The Internal Auditorâs Reports are regularly reviewed by the Audit Committee of the Board.

BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company hereby confirms that according to the provisions of Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Business Responsibility Report is not mandatorily applicable to our Company, hence not annexed with Annual Report.

RISK MANAGEMENT

The Company has in place Risk Management Policy as per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(n) of the Companies Act, 2013, which requires the Company to lay down procedure for risk assessment and risk minimization. The Board of Directors, Audit committee and the Senior Management of the Company should periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote confidence amongst stake holders in the business processes, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the Company. The details of Risk Management Policy as per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(n) of the Companies Act, 2013 has been uploaded on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the âSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under the aforementioned Policy.

The summary of complaints received and disposed off up to 31st March 2023 were as under:

Number of complaints received: Nil Number of complaints disposed off: Nil

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 33rd Annual General Meeting of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

APPRECIATION:

The Board of Directors, wish to place on record its sincere appreciation for the support and co-operation received from all its stakeholders including customers, promoters, shareholders, bankers, suppliers, auditors, various departments/ agencies of Central/State Government and other business associates of the Company. Your Board recognizes and appreciates the contributions made by all employees at all level that ensure sustained performance in a challenging environment.

Mar 31, 2018

DIRECTORSâ REPORT

Dear Members,

The Directors have pleasure in presenting the 28th Directorsâ Report on the business and operations of your Company, for the year ended March 31, 2018.

Financial Highlights

(Amount in Rs. Lakhs)

	Stand Alone		Consolidated
	31-03-2018	31-03-2017	31-03-2018	31-03-2017
Revenue from Operations	415.93	250.29	3595.79	3,810.93
Other Income	1519.58	1,126.36	1530.88	1,202.96
Total Revenue	1935.51	1,376.65	5124.67	5,013.89
Profit before Interest, Depreciation & Tax (Before Exceptional Items)	1051.70	642.82	1111.01	764.65
Depreciation	258.33	286.02	261.77	289.13
Finance Costs	16.26	1.03	16.26	4.37
Profit before Tax (Before Exceptional Items)	777.11	355.77	832.98	471.15
Exceptional Items		-		-
Current Tax	229.43	72.55	251.23	117.70
Deferred Tax	0	0	0	-
Profit after Tax	547.68	283.22	572.62	353.45
Dividend (Interim Dividend)		-		-
General Reserve		-		-
EPS (Basic & Diluted) (in Rs.)	3.25	1.68	3.40	2.10

Review of Operations

During the year under review, your Company recorded income of Rs. 415.93 lakhs from export of software in comparison with previous yearâs income of Rs.250.29 lakhs. Your company achieved net profit of Rs. 547.68 Lakhs for the year in comparison with the previous yearâs net profit of Rs.283.22 Lakhs.

Review of operations of wholly owned subsidiary

SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded total revenue of US$ 5.02 Million for the year 2018 in comparison with the previous yearâs revenue of US$ 5.67 Million. SRI recoded net profit of US$ 38415 for the year 2018 in comparison with the previous yearâs net profit of US$ 107064.

Outlook and Business:

SoftSol India Limited is an IT services company that focuses on enabling businesses to achieve their strategic objectives.

- 10 -

The tech industry is being reshaped in numerous ways. Disruption is evident in software and services delivery, business models, the vast amount of money being poured into startups of all stripes, the cloud, big data, entrepreneurialism, and constant innovation. Against that backdrop, companies can no longer rely on one-note value strategies. Analysts indicate which immediate path holds the most chance for short-term success, but over time, both improving margins and finding new revenue streams are critical for success.

The Company is taking planned steps to diversify its revenue sources by changing its strategic growth plan to move to a hybrid outsourcing model with a focus on products and platforms in addition to services offerings. This strategy enables the Company to capitalize on the opportunities as the world transitions to digital commerce. This transition is prone to challenges as well opportunities which bring potential volatility with it. Fortunately, the Company with its 20 years of experience has demonstrated success in navigating volatility and achieving managed transition to strengthen its long-term foundation. The Company is committed to use this opportunity to diversify its business and expand its reach to geographies beyond North America.

The Companyâs approach to focus on strategic accounts, continue to differentiate its service offerings within its focus area, attracting & retaining top talent, focus towards enhancing operational efficiency and scale-up towards building a delivery capability & excellence has established the Company as a preferred partner for its clients within its focused verticals. The clientâs response towards its solution offering was encouraging. The Company shall continue to propel further in its area of strength through alliances, developing customer center of excellence and by readying its clients to be prepared for digital age. The Company believes that its efforts in becoming a reliable partner to its clients will make it a leader in digital solution provider in the years to come.

The Company will enhance its cutting-edge proposition to address new customers, strengthening its emphasis on marketing to small and medium-sized firms.

Management Discussions and Analysis Report

Pursuant to Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed to this Report.

Dividend

In view of the financial performance of your Company during the year 2017-18, your Directors have not recommended any dividend for this financial year.

Amounts transferred to Reserves:

During the year under review the Board carried Rs. NIL/- to the Reserves.

Share Capital

The paid up Equity Share Capital as on March 31, 2018 was 16822513 Equity Shares of Rs. 10 each. During the year under review, the Company has not issued any shares including shares with differential voting rights nor granted stock options nor sweat equity. There is no buyback of Shares conducted during the financial year.

As on March 31, 2018 other than Mr. Srinivasa Rao Madala - Director (1366099 Shares - 8.12%) and Mr. Bhaskara Rao Madala - Whole time Director (269766 Shares - 1.60%) none of the other Directors of the Company held shares of the Company.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed to this report.

Directors:

The existing composition of the Companyâs board is fully in conformity with the applicable provisions of the Act 2013 and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 having the following directors as non-executive Independent Directorâs, namely Dr T. Hanuman Chowdhary, Mr. B. S. Srinivasan and Mrs. Thota Neelima (Woman as well as Independent Director).

The Members at the 24th Annual General Meeting held on September 30, 2014 appointed the existing Independent Directors as said above under the Companies Act, 2013 each for a term of five years.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review Sri. P. Venkatramaiah (DIN: 00030102) Director (Independent Director) was resigned from the Board of the Company due to his health issues with growing age (87 years) which restricts him to attend the Board Meetings as well to spend time for the Company and also his recent shifting of Residence to Vijayawada in the State of Andhra Pradesh from Hyderabad, Telangana. Board considered and approved the resignation by Circular Resolution passed on 10th July 2018 and his resignation was accepted effective 10th July 2018.

Board further noted that even with the resignation of Sri. P. Venkatramaiah, Independent Director the Board is well constituted with required number of Independent Directors at present even after his resignation (3 Independent Directors and 2 Non-Independent Directors) in compliance with the provisions of Companies Act, 2013 as well as Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

On considering the resignation of Sri. P. Venkatramaiah, Independent Director the Board appoints another existing Independent Director Smt. Neelima Thota (DIN: 06938559) as the member of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee with effect from 10th July 2018 in the place of resigned Director.

Key Managerial Personnel

There is no change in the key managerial personnel during the year. Mr. Bhaskara Rao Madala is the Whole time Director, Mr. Srinivas Mandava is the CFO of the Company and Mr. B. Laxman (ACS 20625) is the Company Secretary.

Number of meetings of the Board

During the year Seven Board Meetings and Five Audit Committee Meetings were convened and held. The details of these are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Committees:

Details regarding the composition, terms and references, number of meetings and attendance of respective members of the various committees of board are provided separately in the Corporate Governance Report.

Companyâs policy on Directorsâ appointment and remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors, key managerial personnel, and other employees.

Explanations or comments by the Board on every qualification, reservation or adverse remark

There is no qualification, reservation or adverse remark or disclaimer made -

(i) by the auditor in his report; and

(ii) by the Company Secretary in practice in his secretarial audit report.

Particulars of Loans, Guarantees or Investment

There are no loans given, guarantees issued or investments made to which provisions of Section 186 are applicable to the Company.

Corporate Governance:

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance. A separate statement on Corporate Governance together with a certificate regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

WTD and CFO Certification

Listing at Stock Exchange:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited and the annual listing fees for the year 2018-19 have been paid to the Exchange.

Auditors:

The Company has received a Resignation Letter dated 08/08/2018 from the Statutory Auditors J V S L & ASSOCIATES, Chartered Accountants (FRN: 015002S) stating their inability to continue as Auditors of the Company effective from conclusion of forthcoming Annual General Meeting of the Company (to be held on or before 30/09/2018) due to sudden shortage of Manpower in their Audit Firm due to leaving of some of senior consultants/resource personnel working with them since long and they could not find suitable replacements.

In accordance with the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under due to resignation of existing Auditors J V S L & ASSOCIATES, Chartered Accountants (FRN: 015002S) stating their inability to continue as Auditors of the Company effective from conclusion of forthcoming Annual General Meeting of the Company (to be held on or before 30/09/2018) due to sudden shortage of Manpower in their Audit Firm due to leaving of some of senior consultants/resource personnel working with them, Board of Directors are hereby proposed to the Shareholders approval for appointment of M/s. PAVULURI & CO., Chartered Accountants, Hyderabad (FRN: 012194S) as the Statutory Auditors of the Company in the place of outgoing Statutory Auditors M/s. JVSL & Associates, Chartered Accountants, Hyderabad (FRN: 015002S) to hold office for a term of 5 years from the conclusion of 28th Annual General Meeting until the conclusion of 33 rd Annual General Meeting.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the Auditors conveying their eligibility for the above appointment. The Audit Committee and Board reviewed their eligibility criteria, as laid down in Section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the aforesaid period.

Secretarial Auditors

During the year under review the Board of Directors had appointed M/s VBM Rao & Associates, Company Secretaries, Hyderabad for conducting secretarial audit in accordance with the provisions of Companies Act, 2013 and the rules framed there under. The Secretarial Audit Report is annexed and forms part of this report.

Fixed Deposits

During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. As on 31st March, 2018, there are no unclaimed deposits with the Company. Further the Company has not defaulted in repayment of deposits or payment of interest thereon.

Particulars of contracts or arrangements with Related Parties

During the year under review, the Company did not enter into any Material transaction (as defined in the Companyâs Policy on Related Party Transactions) with related parties. All other transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business and same were entered only with SoftSol Resources Inc, USA (a wholly owned Subsidiary Company). The details of related party transactions are provided in the accompanying financial statements and Corporate Governance Report. All transactions entered into with related party (SoftSol Resources Inc, USA, a wholly owned Subsidiary Company) during the year were on an armâs length basis and were in the ordinary course of business. The Form AOC - 2 as required under Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, is given in Annexure to this Directorsâ Report.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons who may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

A. Conservation of energy:

a) The Company continues to work on reducing carbon footprint in all its areas of operations through initiatives like (a) green infrastructure, (b) green IT (data centers, laptops and servers etc, (c) operational energy efficiency.

b) The steps taken by the Company for utilizing alternate sources of energy: NIL

c) The capital investment on energy conservation equipmentâs: NIL

B. Technology absorption:

a) The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Companyâs operations do not require significant import of technology.

b) The efforts made towards technology absorption: A continuous interaction and exchange of information in the industry is being maintained with a view to absorbing, adapting and innovating new methods that may be possible.

(ii) The expenditure incurred on Research and Development: Nil.

C. Foreign Exchange earnings and outgo: Total foreign exchange earnings during the year were Rs. 84.83 Lakhs (Previous year Rs. 163.17 Lakhs) and foreign exchange outgo was: NIL. (previous year: NIL).

Corporate Social Responsibility (CSR)

Pursuant to Section 135 Companies Act, 2013 read with Rules issued the provisions of Corporate Social Responsibility is not applicable to the Company for the financial year 2017-18. Hence constitution of CSR Committee, allocation of CSR Budget and also spending of CSR Expenditure for the financial year 2017-18 is not applicable for the Company.

Particulars of Employees:

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required as none of the employeeâs falls under the category.

Employees Relations

The employeesâ relation at all levels and at all units continued to be cordial during the year.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Statement on Declaration given by the Independent Directors

As required under Section 149 (7) of the Companies Act, 2013, each of the Independent Directors has given the necessary declaration about meeting the criteria of independence as specified in Section 149 (6) of the Companies Act, 2013.

Familiarization programme for Independent Directors

The Whole time Director has one to one discussion with all Directors to familiarize them with the Companyâs operations. Further the Company has put in place a system to familiarize the Independent Directors about the Company, its business and on-going events relating to the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company viz. www.softsol.com.

Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Transfer of Unpaid/Unclaimed amounts to IEPF

Directorsâ Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 as at March 31, 2018 and of the profit and loss of the company for that period;

c) 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 detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

âInternal Financial Controlsâ means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

f) the directors had devised proper systems to ensure compliances with the provisions of the applicable laws and that such systems were adequate and operating effectively.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Subsidiaries, Joint Venture or Associate Companies

Your company has prepared the consolidated financial statements in accordance with the relevant accounting standards and the provisions of the Companies Act, 2013 (Act). Pursuant to the provisions of the Act, documents in respect of the subsidiary company M/s. SoftSol Resources Inc., USA viz., Directorsâ Report, Auditorâs Report, Balance Sheet and Profit and Loss Account, are attached the Annual Report.

Consolidated Financial Statements

Material changes and commitments affecting the Financial Position

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of the report.

Details of Significant a

and Material Orders passed by the Regulators

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

Internal Financial Controls and their adequacy

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under the aforementioned Policy.

The summary of complaints received and disposed of up to 31st March 2018 were as under:

Number of complaints received: Nil Number of complaints disposed of: Nil

Other Disclosures:

The Directors confirm that during the financial year under review-

- there were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations;

- there was no issue of equity shares with differential rights as to dividend, voting or otherwise; there was no issue of shares (including sweat equity shares) to the employees of the Company under any scheme.

Acknowledgements:

Your Directors take this opportunity to thank all investors, business partners, clients, banks, regulatory and governmental authorities, stock exchanges and employees for their continued support.

On behalf of the Board of Directors

Bhaskar Rao Madala Dr. T. Hanuman Chowdary

Whole time Director Director

Place: Hyderabad

Date: 14-08-2018

Registered Office:

Plot No. 4, Software Units Layout,

Madhapur,

Hyderabad - 500 081 [email protected], www.softsolindia.com

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 26th Directorsâ Report on the business and operations of your Company, for the year ended March 31, 2016.

Financial Highlights

(Amount in Rs. Lakhs)

	Stand Alone		Consolidated
	31-03-2016	31-03-2015	31-03-2016	31-03-2015
Revenue from Operations	367.69	498.41	5,855.16	6,577.03
Other Income	1,075.31	1,029.11	1,116.19	1,064.37
Total Revenue	1,443.00	1,527.52	6,971.36	7,641.40
Profit before Interest, Depreciation & Tax (Before Exceptional Items)	472.09	625.40	525.04	729.15
Depreciation	336.13	458.54	340.22	470.84
Finance Costs	28.36	-	48.62	10.02
Profit before Tax (Before Exceptional Items)	107.60	166.86	136.20	248.29
Exceptional Items	-	-	-	-
Current Tax	22.00	34.00	34.44	61.19
Deferred Tax	(9.05)	11.57	(9.04)	11.57
Profit after Tax	94.65	121.29	110.80	175.53
Dividend (Interim Dividend)	201.87	-	201.87	-
General Reserve	696.90	696.90	696.90	696.90
EPS (Basic & Diluted) (in Rs.)	0.56	0.72	0.66	1.04

Review of Operations

During the year under review, your Company recorded income of Rs. 367.69 lakhs from export of software in comparison with previous yearâs income of Rs. 498.41 Lakhs. Your company achieved net profit of Rs. 94.65 Lakhs for the year in comparison with the previous yearâs net profit of Rs. 121.29 Lakhs.

Review of operations of Wholly owned subsidiary

SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded total revenue of US$ 8.67 Million for the year 2016 in comparison with the previous yearâs revenue of US$ 10.2 Millions. SRI recoded net profit of US$ 25060 for the year 2016 in comparison with the previous yearâs net profit of US$ 88422.

Outlook and Business:

Softsol India Limited is an IT services company that focuses on enabling businesses to achieve their strategic objectives.

The Company will enhance its cutting-edge proposition to address new customers, strengthening its emphasis on marketing to small and medium-sized firms.

Management Discussions and Analysis Report

Pursuant to Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed to this Report.

Dividend

During the year under review, your Company had declared and paid an interim dividend aggregating to Rs. Rs. 1.20 paisa per Equity Shares of Rs. 10 each fully paid up (12%) aggregating to Rs. 2,01,87,016/- (excluding dividend distribution tax thereof) to equity shareholders of the Company whose names were registered as shareholders of the Company as on the record date 25th November 2015.

Total cash outflow on account of dividend payments including dividend distribution tax was Rs. 2,42,96,618 for the financial year 2015-16. Keeping in view the interim dividend already declared by the Company, the Board have not recommended any further dividend.

Amounts transferred to Reserves:

During the year under review the company has not carried any amounts to the Reserves.

Share Capital

The paid up Equity Share Capital as on March 31, 2016 was 16822513 Equity Shares of Rs. 10 each. During the year under review, the Company has not issued any shares including shares with differential voting rights nor granted stock options nor sweat equity.

As on March 31, 2016 other than Mr. Srinivasa Rao Madala - Chairman and Mr. Bhaskara Rao Madala - Managing Director none of the other Directors of the Company held shares of the Company.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed to this report.

Directors:

As per the provisions of the Companies Act, 2013 read with Articles of Association of the Company, Mr. Bhaskara Rao Madala, retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting.

The Members at the 24th Annual General Meeting held on September 30, 2014 appointed the existing Independent Directors as said above under the Companies Act, 2013 each for a term of five years.

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief particulars of the retiring directors who are proposed to be appointed/re-appointed are provided as an annexure to the notice convening the AGM.

Key Managerial Personnel

There is no change in the key managerial personnel during the year. Mr. Srinivas Mandava is the CFO of the Company and Mr. B. Laxman (ACS 20625) is the Company Secretary.

Number of meetings of the Board

During the year Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of these are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Committees:

Companyâs policy on Directorsâ appointment and remuneration

Explanations or comments by the Board on every qualification, reservation or adverse remark

There is no qualification, reservation or adverse remark or disclaimer made -

(i) by the auditor in his report; and

(ii) by the Company Secretary in practice in her secretarial audit report.

Particulars of Loans, Guarantees or Investment

There are no loans given, guarantees issued or investments made to which provisions of Section 186 are applicable to the Company.

Corporate Governance:

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance. A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

WTD and CFO Certification

Listing at Stock Exchange:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited and the annual listing fees for the year 2016-17 have been paid to the Exchange.

Auditors:

In accordance with the provisions of Section 139 of the Companies Act, 2013 and the transition period mentioned therein, M/s. JVSL & Associates, Chartered Accountants, Hyderabad were appointed as Statutory Auditors of the Company for a period of three years at the 24th Annual General Meeting of the Company held on 30th September 2014 and they will continue in office up to the conclusion of the 27th Annual General Meeting.

However, in accordance with the provisions of Section 139 of the Companies Act, 2013, their continuance of office as Auditors shall be subject to ratification of members at the forthcoming Annual General Meeting.

Secretarial Auditors

Fixed Deposits

During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. As on 31st March, 2016, there are no unclaimed deposits with the Company. Further the Company has not defaulted in repayment of deposits or payment of interest thereon. Particulars of contracts or arrangements with Related Parties

Particulars of contracts or arrangements with related parties

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business and same were entered only with SoftSol Resources Inc, USA (a wholly owned Subsidiary Company). The details of related party transactions are provided in the accompanying financial statements and Corporate Governance Report. All transactions entered into with related party (SoftSol Resources Inc, USA, a wholly owned Subsidiary Company) during the year were on an armâs length basis and were in the ordinary course of business. Accordingly, there are no transactions that are required to be reported in Form AOC-2.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

A. Conservation of energy:

b) The steps taken by the Company for utilizing alternate sources of energy: NIL

c) The capital investment on energy conservation equipments: NIL

B. Technology absorption:

(ii) The expenditure incurred on Research and Development: Nil.

C. Foreign Exchange earnings and outgo: Total foreign exchange earnings during the year were Rs. 198.50 Lakhs (Previous year Rs. 444.91 Lakhs) and foreign exchange outgo was: NIL. (previous year: NIL.

Corporate Social Responsibility (CSR) Initiatives

Pursuant to Section 135 Companies Act, 2013 read with Rules issued the provisions of Corporate Social Responsibility is not applicable to the Company for the financial year 2015-16. Hence allocation of CSR Budget for the financial year 2015-16 is not applicable for the Company and also spending of CSR expenditure.

Particulars of Employees:

Employees Relations

The employeesâ relation at all levels and at all units continued to be cordial during the year.

Board evaluation

Familiarization programme for Independent Directors

Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Transfer of Unpaid/Unclaimed amounts to IEPF

Directorsâ Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 as at March 31, 2016 and of the profit and loss of the company for that period;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the directors had devised proper systems to ensure compliances with the provisions of the applicable laws and that such systems were adequate and operating effectively.

Vigil Mechanism / Whistle Blower Policy

Subsidiaries, Joint Venture or Associate Companies

Consolidated Financial Statements

Material changes and commitments affecting the Financial Position

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

Internal Financial Controls and their adequacy

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under the aforementioned Policy.

The summary of complaints received and disposed off up to 31st March 2016 were as under:

Number of complaints received: Nil Number of complaints disposed off: Nil

Acknowledgements:

Your Directors take this opportunity to thank all investors, business partners, clients, banks, regulatory and governmental authorities, stock exchanges and employees for their continued support.

On behalf of the Board of Directors

Bhaskar Rao Madala

Whole time Director

Place: Hyderabad

Date: 12-08-2016

Registered Office:

Plot No. 4, Software Units Layout, Madhapur, Hyderabad - 500 081 [email protected], www.softsolindia.com

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 25th Directors' Report on the business and operations of your Company, for the year ended March 31, 2015.

Financial Highlights

(Amount in Rs. Lakhs)

Stand Alone

31-03-2015 31-03-2014

Revenue from Operations 498.41 563.99

Other Income 1,029.11 1,102.16

Total Revenue 1,527.52 1,661.15

Profit before Interest, Depreciation

& Tax (Before Exceptional Items) 478.88 789.62

Depreciation 312.03 460.26

Finance Costs - -

Profit before Tax

(Before Exceptional Items) 166.85 329.36

Exceptional Items - -

Current Tax 34.00 66.00

Deferred Tax 11.57 85.12

Profit after Tax 121.28 178.24

Dividend Proposed - -

General Reserve 696.90 696.90

EPS (Basic & Diluted) (in Rs.) 072 1.06

Consolidated

31-03-2015 31-03-2014

Revenue from Operations 6,577.03 5,766.75

Other Income 1,064.37 1,141.69

Total Revenue 7,641.40 6,908.44

Profit before Interest, Depreciation

& Tax (Before Exceptional Items) 729.15 828.72

Depreciation 470.84 313.43

Finance Costs 10.02 -

Profit before Tax

(Before Exceptional Items) 248.29 515.29

Exceptional Items - -

Current Tax 61.19 140.36

Deferred Tax 11.57 85.12

Profit after Tax 175.53 289.81

Dividend Proposed - -

General Reserve 696.90 696.90

EPS (Basic & Diluted) (in Rs.) 1.04 1.72

Review of Operations

During the year under review, your Company recorded income of Rs. 498.41 from export of software in comparison with previous year's income of Rs. 563.99 Lakhs. Your company achieved net profit of Rs. 121.28 Lakhs for the year in comparison with the previous year's net profit of Rs. 178.24 Lakhs.

Review of operations of Wholly owned subsidiary

SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded total revenue of US$ 10.2 Millions for the year 2014 in comparison with the previous year's revenue of US$ 9.37 Millions. SRI recoded net profit of US$ 88,422 for the year 2014 in comparison with the previous year's net profit of US$ 1,94,874.

Outlook and Business:

Softsol India Limited is an IT services company that focuses on enabling businesses to achieve their strategic objectives.

The tech industry is being reshaped in numerous ways. Disruption is evident in software and services delivery, business models, the vast amount of money being poured into startups of all stripes, the cloud, big data, entrepreneurialism, and constant innovation. Against that backdrop, companies can no longer rely on one-note value strategies. Analysts indicate which immediate path holds the most chance for short-term success, but over time, both improving margins and finding new revenue streams are critical for success.

The Company is taking planned steps to diversify its revenue sources by changing its strategic growth plan to move to a hybrid outsourcing model with a focus on products and platforms in addition to services offerings. This strategy enables the Company to capitalize on the opportunities as the world transitions to digital commerce. This transition is prone to challenges as well opportunities which bring potential volatility with it. Fortunately, the Company with its 20 years of experience has demonstrated success in navigating volatility and achieving managed transition to strengthen its long-term foundation. The Company is committed to use this opportunity to diversify its business and expand its reach to geographies beyond North America.

The Company's approach to focus on strategic accounts, continue to differentiate its service offerings within its focus area, attracting & retaining top talent, focus towards enhancing operational efficiency and scale-up towards building a delivery capability & excellence has established the Company as a preferred partner for its clients within its focused verticals. The client's response towards its solution offering was encouraging. The Company shall continue to propel further in its area of strength through alliances, developing customer center of excellence and by readying its clients to be prepared for digital age. The Company believes that its efforts in becoming a reliable partner to its clients will make it a leader in digital solution provider in the years to come.

The Company will enhance its cutting-edge proposition to address new customers, strengthening its emphasis on marketing to small and medium-sized firms.

Management Discussions and Analysis Report

Management Discussions and Analysis Report, as required under the Listing Agreement with the Stock Exchanges is forms part of the Report.

Dividend

In view of the financial performance of your Company during the year 2014-15, your Directors have not recommended any dividend for this financial year.

Amounts transferred to Reserves:

During the year under review the Board carried Rs. 5792794/- to the Reserves.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed to this report.

Directors:

None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 or under the Listing Agreement with the BSE.

As per the provisions of the Companies Act, 2013 read with Articles of Association of the Company, Mr. Srinivasa Rao Madala, retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting.

The existing composition of the Company's board is fully in conformity with the applicable provisions of the Act 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive Independent Director's, namely Dr T. Hanuman Chowdhary, Mr. B. S. Srinivasan, Mr. P. Venkatramaiah and Mrs. Thota Neelima.

Number of meetings of the Board

During the year Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of these are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Committees:

Details regarding the composition, terms and references, number of meetings and attendance of respective members of the various committees of board are provided separately in the Corporate Governance Report.

Statement on declaration given by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Company's policy on Directors' appointment and remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013 relating to the remuneration for the Directors, key managerial personnel, and other employees.

Explanations or comments by the Board on every qualification, reservation or adverse remark

There is no qualification, reservation or adverse remark or disclaimer made -

(i) by the auditor in his report; and

(ii) by the Company Secretary in practice in her secretarial audit report.

Particulars of Loans, Guarantees or Investment

There are no loans given, guarantees issued or investments made to which provisions of Section 186 of the Companies Act, 2013 are applicable to the Company.

Corporate Governance:

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement forms part of the Annual Report. As required under Clause 49 of the Listing Agreement, the Certificate regarding compliance of conditions of corporate governance is enclosed to the Report.

WTD and CFO Certification

In accordance with the provisions of the Clause 49 of the Listing Agreement, the Whole time Director and Chief Financial Officer of the Company have submitted a certificate for the year ended 31st March, 2015, to the Board of Directors.

Listing at Stock Exchange:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited and the annual listing fees for the year 2015-16 have been paid to the Exchange.

Auditors:

In accordance with the provisions of Section 139 of the Companies Act, 2013 and the transition period mentioned therein, M/s. JVSL & Associates, Chartered Accountants, Hyderabad were appointed as Statutory Auditors of the Company for a period of three years at the 24th Annual General Meeting of the Company held on 30th September 2014 and they will continue in office upto the conclusion of the 27th Annual General Meeting.

However, in accordance with the provisions of Section 139 of the Companies Act, 2013, their continuance of office as Auditors shall be subject to ratification of members at the forthcoming Annual General Meeting.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the Auditors conveying their eligibility for the above appointment. The Audit Committee and Board reviewed their eligibility criteria, as laid down in Section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the aforesaid period.

Secretarial Auditors

During the year under review the Board of Directors had appointed M/s VBM Rao & Associates, Company Secretaries, Hyderabad for conducting secretarial audit in accordance with the provisions of Companies Act, 2013 and the rules framed there under. The Secretarial Audit Report is annexed and forms part of this report.

Fixed Deposits

During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. As on 31st March, 2015, there are no unclaimed deposits with the Company. Further the Company has not defaulted in repayment of deposits or payment of interest thereon.

Particulars of contracts or arrangements with Related Parties

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons who may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

A. Conservation of energy:

a) The Company continues to work on reducing carbon footprint in all its areas of operations through initiatives like (a) green infrastructure, (b) green IT (data centers, laptops and servers etc, (c) operational energy efficiency.

b) The steps taken by the Company for utilising alternate sources of energy: NIL

c) The capital investment on energy conservation equipments: NIL

B. Technology absorption:

a) The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company's operations do not require significant import of technology.

b) The efforts made towards technology absorption: A continuous interaction and exchange of information in the industry is being maintained with a view to absorbing, adapting and innovating new methods that may be possible.

(ii) The expenditure incurred on Research and Development: Nil.

C. Foreign Exchange earnings and outgo: Total foreign exchange earnings during the year were Rs. 444.91 Lakhs (Previous year Rs. 181.20 Lakhs) and foreign exchange outgo was: NIL (previous year: NIL).

Report on Risk Management Policy

The Company has formed the Risk Management Committee with its members as Mr. T. Hanuman Chowdhary, Mr. B. S. Srinivasan and Mr. P. Venkatramaiah and the committee will perform its activities according to the Risk Policy finalized by the Board indicating the development and implementation of Risk Management.

Corporate Social Responsibility (CSR) Initiatives

Pursuant to Section 135 Companies Act, 2013 read with Rules and General Circular No. 21/2014 dated 18th June 2014 issued by MCA Corporate Social Responsibility is not applicable to the Company for the financial year 2014-15.

Particulars of Employees

The information required pursuant to Section 197 of the companies Act, 2013 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Annual Evaluation by the Board of its Own Performance

Pursuant to the provisions of the 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 Audit, Nomination & Remuneration Committee.

Transfer of Unpaid/Unclaimed amounts to IEPF

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 as at March 31, 2015 and of the profit and loss of the company for that period;

c) 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 detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

"Internal Financial Controls" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

f) the directors had devised proper systems to ensure compliances with the provisions of the applicable laws and that such systems were adequate and operating effectively.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Subsidiaries, Joint Venture or Associate Companies

Your company has prepared the consolidated financial statements in accordance with the relevant accounting standards and the provisions of the Companies Act, 2013 (Act). Pursuant to the provisions of the Act, documents in respect of the subsidiary company M/s. SoftSol Resources Inc., USA viz., Directors' Report, Auditor's Report, Balance Sheet and Profit and Loss Account, are attached the Annual Report.

Details of Significant and Material Orders passed by the Regulators

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.

Details in respect of Adequacy of Internal Controls

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has put in place a Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirement of the 'Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'. All employees of the Company are covered under the aforementioned Policy.

The summary of complaints received and disposed off upto 31st March 2015 were as under:

Number of complaints received: Nil

Number of complaints disposed off: Not Applicable

Acknowledgements:

Your Directors take this opportunity to thank all investors, business partners, clients, banks, regulatory and governmental authorities, stock exchanges and employees for their continued support.

On behalf of the Board of Directors

Bhaskar Rao Madala Whole time Director

Place: Hyderabad Date: 13-08-2015

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 24th Directors'' Report on the business and operations of your Company, for the year ended March 31, 2014.

Financial Highlights

(Rs .in lakhs) 2013-14 2012-13

Gross Revenue 563.99 270.04

Total Expenditure 1036.96 747.85

Operating Profit (472.97) (477.81)

Other Income 1102.16 1232.54

Interest 0.00 0.00

Depreciation 299.83 316.89

Profit before Tax 329.36 437.85

Provision for Taxation 151.11 83.45

Profit after Tax 178.24 354.40

Earnings per Share (Rs.) 1.06 2.09

During the year under review, your Company recorded income of Rs.563.99 Lakhs from export of software in comparison with previous year''s income of Rs. 270.04 Lakhs. Your company achieved net profit of Rs.178.24 Lakhs for the year in comparison with the previous year''s net profit of Rs. 354.39 Lakhs.

SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded total revenue of US$ 9.37 Millions in comparison with the previous year''s revenue of US$ 13.48 Millions. SRI recoded net profit of US$ 194,874 for the year 2013 in comparison with the previous year''s net profit of US$ (43,917).

Management Discussions and Analysis Report

Management Discussions and Analysis Report, as required under the Listing Agreement with the Stock Exchanges is forms part of the Report.

Dividend

In view of the financial performance of your Company during the year 2013-14, your Directors have not recommended any dividend for this financial year.

Directors:

None of the directors of the company is disqualified under the provisions of the Act or under the Listing Agreement with the BSE.

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr. B. S. Srinivasan, retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting.

Mrs. Neelima Thota was appointed as additional director of the company on 14th August 2014. Mrs. Neelima was proposed to be appointed as director under the provisions of section 160 of the Companies Act, 2013 at the ensuing Annual General Meeting (AGM).

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors and the relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014.

The existing composition of the Company''s board is fully in conformity with the applicable provisions of the Act 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive independent directors, namely Dr T. Hanuman Chowdhary, Mr. B. S. Srinivasan and Mr. P. Venkatramaiah.

The board also recommends the appointment of Mrs. Neelima Thota, who was appointed as Additional Director effective from 14th August 2014, as independent director of the Company, since she meets the criteria of independence, in terms of the requirements of relevant provisions under the Act 2013.

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, independent directors are eligible to hold office for a term up to five consecutive years on the board and eligible for re-appointment for the second term on passing special resolutions by the Company. During the period, they will not be liable to ''retire by rotation'' as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013.

It is, therefore, proposed to appoint them as independent directors for a consecutive period of five years at the AGM. Necessary declarations have been obtained from them, as envisaged under the Act 2013.

Both the Nomination and Remuneration Committee and the board also ensured that their appointments as independent directors are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the board, so as to enable the board to discharge its functions and duties effectively.

Notices in writing signifying the intention to offer their candidatures as independent directors of the Company along with the requisite deposit have been received from members of the Company in terms of Section 160 of the Act 2013.

Mr. Bhaskara Rao Madala was appointed as Whole time Director effective from 1st November 2014 for the further period of three years.

Pursuant to the provisions of Clause 49 of the Listing Agreement, brief particulars of the retiring directors who are proposed to be appointed/re-appointed are provided as an annexure to the notice convening the AGM.

The board, therefore, recommends their appointment / re-appointment as directors of the Company.

Corporate Governance:

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement forms part of the Annual Report. As required under Clause 49 of the Listing Agreement, the Certificate regarding compliance of conditions of corporate governance is enclosed to the Report.

The Whole time Director and the Chief Financial Officer of the Company have certified to the board on financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO/ CFO certification for the financial year ended 31st March 2014.

Listing at Stock Exchange:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited and the annual listing fees for the year 2014-15 have been paid to the Exchange.

Statutory Auditors:

M/s. Sarathy & Balu, Chartered Accountants, Hyderabad, Statutory Auditors of the company would hold the office upto the conclusion of the ensuing AGM and are eligible for reappointment. However, they have expressed their unwillingness for reappointment as auditors of the company. In view of this, it is proposed to appoint JVSL & Associates, Chartered Accountants, (FRN: 015002S) as Statutory Auditors of the company to hold the office from the conclusion of ensuing Annual General Meeting to the conclusion of next AGM on such remuneration as may be decided in consultation with the Auditors by the Board of Directors of the Company plus applicable Service Tax thereon and reimbursement of all out-of pocket expenses incurred in connection with the audit of the accounts of the company.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the Auditors conveying their eligibility for the above appointment. The Audit Committee and Board reviewed their eligibility criteria, as laid down in Section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the aforesaid period.

Secretarial Auditors

As required under Section 204 of the Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report in this regard.

Accordingly, M/s VBM Rao & Associates, Company Secretaries, Hyderabad have been appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014-15 for attaching their report with the Board''s report to the shareholders.

Fixed Deposits

Your Company has not accepted/invited any deposits from the Public for the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Information u/s. 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and Outgo:

a. Conservation of Energy: The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

b. Technology Absorption: Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up gradation of product and services development.

c. Foreign Exchange earnings and outgo: Total foreign exchange earnings during the year were Rs. 181.20 Lakhs (Previous year Rs. 135.20 Lakhs) and foreign exchange outgo was Nil (previous year Rs.Nil).

Particulars of Employees:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required as none of the employees falls under the category.

Directors'' Responsibility Statement:

In terms of the provisions of section 217(2AA) of the Companies Act, 1956 (Act), your Directors confirm as under:

1. That, in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures;

2. 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 or loss of the Company for that period.

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

4. That, the Directors had prepared the annual accounts on a going concern basis.

Particulars pursuant to Section 212 of the Companies Act, 1956:

Your company has prepared the consolidated financial statements in accordance with the relevant accounting standards and the provisions of the Companies Act, 1956 (Act). Pursuant to the provisions of Section 212 of the Act, documents in respect of the subsidiary company M/s. SoftSol Resources Inc., USA viz., Directors'' Report, Auditor''s Report, Balance Sheet and Profit and Loss Account, are attached the Annual Report.

Acknowledgements:

Your Directors take this opportunity to thank all investors, business partners, clients, banks, regulatory and governmental authorities, stock exchanges and employees for their continued support.

On behalf of the Board of Directors

Bhaskar Rao Madala Whole time Director

Place: Hyderabad Date: 14-08-2014

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 23rd Directors'' Report on the business and operations of your Company, for the year ended March 31, 2013.

Financial Highlights

(Rs .in lakhs)

2012-13 2011-12 Gross Revenue 270.04 317.13

Total Expenditure 747.85 997.25

Operating Profit (477.81) (693)

Other Income 1174.64 1029.10

Interest 0.00 3.97

Depreciation 316.89 349.30

Profit before Tax 437.85 17.34

Provision for Taxation 83.45 3.5

Profit after Tax 354.40 13.84

Earnings per Share (Rs.) 2.09 0.08

During the year under review, your Company recorded income of Rs. 270.04 Lakhs from export of software in comparison with previous year''s income of Rs.317.13 Lakhs. Your company achieved net profit of Rs. 354.40 Lakhs for the year in comparison with the previous year''s net profit of Rs. 13.84 Lakhs.

SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded total revenue of US$ 13.48 Millions in comparison with the previous year''s revenue of US$.13.87 Millions. SRI recoded net profit of US$ (43,917) for the year 2012 in comparison with the previous year''s net profit of US$.94,749.

Management Discussions and Analysis Report

Management Discussions and Analysis Report, as required under the Listing Agreement with the Stock Exchanges is forms part of the Report.

Dividend

In view of the financial performance of your Company during the year 2012-13, your Directors have not recommended any dividend for this financial year.

Directors:

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Dr. T. Hanuman Chowdary, retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting.

Buy-back of Shares:

During the year under review your Company bought back 7,66,783 fully paid Equity Shares up to 28th September 2012 (Last date as per Public Announcement is 30th September 2012 and the date of opening of the Offer is November 24, 2011) in the open market mode on the Bombay Stock Exchange Limited pursuant to the resolution passed by the Board of Directors at their meeting held on 24th October 2011. The Company spent Rs. 4,90,89,307/- for those shares bought back. As per the Board Resolution, the Company was authorised to buyback to the maximum extent of 12,90,000 Equity Shares under the offer or upon exhaustion of Rs.700.00 lakhs set aside for Buy-back, whichever is earlier. The total number of shares of the Company was reduced from 17589296 to 16822513 with the buyback of shares.

Corporate Governance:

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement forms part of the Annual Report. As required under Clause 49 of the Listing Agreement, the Certificate regarding compliance of conditions of corporate governance is enclosed to the Report.

Whole time Director''s Declaration:

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Whole time Director of the Company declaring that all the members of the Board and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company, is included in the Report of Corporate Governance.

Listing at Stock Exchange:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited and the annual listing fees for the year 2013-14 have been paid to the Exchange.

Auditors:

M/s. Sarathy & Balu, Chartered Accountants, Hyderabad, retire as Auditors of the Company at the conclusion of the Annual General Meeting and being eligible; offer themselves for re-appointment as Auditors.

Fixed Deposits

Your Company has not accepted/invited any deposits from the Public for the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Information u/s. 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and Outgo:

a. Conservation of Energy: The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

b. Technology Absorption: Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up gradation of product and services development.

c. Foreign Exchange earnings and outgo: Total foreign exchange earnings during the year were Rs. 135.20 Lakhs (Previous year Rs.317.13 Lakhs) and foreign exchange outgo was Nil (previous year Rs.1.70 Lakhs).

Particulars of Employees:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required as none of the employees falls under the category.

Directors'' Responsibility Statement:

In terms of the provisions of section 217(2AA) of the Companies Act, 1956 (Act), your Directors confirm as under:

1. That, in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures;

2. 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 or loss of the Company for that period.

3. That, the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for t preventing and detecting fraud and other irregularities;

4. That, the Directors had prepared the annual accounts on a going concern basis.

Particulars pursuant to Section 212 of the Companies Act, 1956:

Your company has prepared the consolidated financial statements in accordance with the relevant accounting standards and the provisions of the Companies Act, 1956 (Act). Pursuant to the provisions of Section 212 of the Act, documents in respect of the subsidiary company M/s. SoftSol Resources Inc., USA viz., Directors'' Report, Auditor''s Report, Balance Sheet and Profit and Loss Account, are attached the Annual Report.

Acknowledgements:

Your Directors take this opportunity to thank all investors, business partners, clients, banks, regulatory and governmental authorities, stock exchanges and employees for their continued support.

On behalf of the Board of Directors

Bhaskar Rao Madala Whole time Director

Place: Hyderabad

Date: 13-08-2013

Mar 31, 2012

The Directors have pleasure in presenting the 22nd Directors' Report on the business and operations of your Company, for the year ended March 31, 2012.

Financial Highlights

(Rs .in lakhs) 2011-12 2010-11

Gross Revenue 317.13 1065.83

Total Expenditure 997.25 1019.83

Operating Profit (693) 46.00

Other Income 1029.10 895.59

Interest 3.97 1.07

Depreciation 349.30 238.41

Profit before Tax 17.34 738.72

Provision for Taxation 3.5 150.50

Profit after Tax 13.84 588.22

Earning per Share (Rs.) 0.08 3.34

During the year under review, your Company recorded income of Rs. 317.13 Lakhs from export of software in comparison with previous year's income of Rs. 1065.83 Lakhs. Your company achieved net profit of Rs. 13.84 Lakhs for the year in comparison with the previous year's net profit of Rs. 588.22 Lakhs.

SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded total revenue of US$ 13.87 Millions in comparison with the previous year's revenue of US$ 14.56 Millions. SRI recoded net profit of US$ 94,749 for the year 2011 in comparison with the previous year's net profit of US$ 71,988.

Management Discussions and Analysis Report

Management Discussions and Analysis Report, as required under the Listing Agreement with the Stock Exchanges is forms part of the Report.

Dividend

In view of the financial performance of your Company during the year 2011-12, your Directors have not recommended any dividend for this financial year.

Directors:

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr. Srinivasa Rao Madala and Mr. Pamulapati Venkatramaiah, retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting.

Buy-back of Shares:

During the year under review your Company bought back 6.32,155 fully paid equity shares upto the date of 14th August 2012 in the open market mode on the Bombay Stock Exchange Limited pursuant to the resolution passed by the Board of Directors at their meeting held on 24th October 2011. The Company spent Rs. 4,05,07,356 for the shares bought back. The total number of shares of the Company was reduced from 17589296 to 16957141 with the buy back of shares. The last day of this scheme of buy back will be 30th September 2012.

Corporate Governance:

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement forms part of the Annual Report. As required under Clause 49 of the Listing Agreement, the Certificate regarding compliance of conditions of corporate governance is enclosed to the Report.

Whole time Director's Declaration:

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Whole time Director of the Company declaring that all the members of the Board and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company, is included in the Report of Corporate Governance.

Listing at Stock Exchange:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited and the annual listing fees for the year 2012-13 has been paid to the Exchange.

Auditors:

The present Auditors of the Company, M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, have expressed their unwillingness to be re-appointed as Auditors on their retirement at the forthcoming Annual General Meeting.

The Company has received a special notice from few shareholders of the Company, in terms of the provisions of the Companies Act, 1956, signifying the intention to propose the appointment M/s. Sarathy & Balu, Chartered Accountants, Hyderabad, as Statutory Auditors of the Company in the place of retiring auditors M/s. Brahmayya & Co., Chartered Accountants from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. Sarathy & Balu, Chartered Accountants, Hyderabad have also expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Board proposed a resolution to the notice of the Annual General Meeting for the appointment of M/s. Sarathy & Balu, Chartered Accountants, Hyderabad as Auditors of the Company.

Fixed Deposits

Your Company has not accepted/invited any deposits from the Public for the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Information u/s. 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and Outgo:

a. Conservation of Energy: The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

b. Technology Absorption: Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality upgradation of product and services development.

c. Foreign Exchange earnings and outgo: Total foreign exchange earnings during the year were Rs. 317.13 Lakhs (Previous year Rs. 1,065.83 Lakhs) and foreign exchange outgo was Rs. 1.70 Lakhs (previous year Rs. 0.30 Lakhs).

Particulars of Employees:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required as none of the employees falls under the category.

Directors' Responsibility Statement:

In terms of the provisions of section 217(2AA) of the Companies Act, 1956 (Act), your Directors confirm as under:

1. That, in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures;

2. 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 or loss of the Company for that period.

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

4. That, the Directors had prepared the annual accounts on a going concern basis.

Particulars pursuant to Section 212 of the Companies Act, 1956:

Your company has prepared the consolidated financial statements in accordance with the relevant accounting standards and the provisions of the Companies Act, 1956 (Act). Pursuant to the provisions of Section 212 of the Act, documents in respect of the subsidiary company M/s. SoftSol Resources Inc., USA viz., Directors' Report, Auditor's Report, Balance Sheet and Profit and Loss Account, are attached the Annual Report.

Acknowledgements:

Your Directors take this opportunity to thank all investors, business partners, clients, banks, regulatory and governmental authorities, stock exchanges and employees for their continued support.

On behalf of the Board of Directors

Bhaskar Rao Madala Whole time Director

Place: Hyderabad Date : 14.08.2012

Mar 31, 2011

Dear Members of

SoftSol India Limited

The Directors present their Twenty First Annual Report and the Audited Statement of Accounts for the year ended March 31, 2011.

Financial Results

(Rs .in lakhs)

2010-11 2009-10

Gross Revenue 1065.83 2682.63

Total Expenditure 1019.83 1170.72

Operating Profit 46.00 1511.91

Other Income 895.59 769.22

Interest 1.07 0.83

Depreciation 238.41 264.25

Profit before Tax 738.72 2016.05

Provision for Taxation 150.50 331.29

Profit after Tax 588.22 1684.76

Earning per Share (Rs.) 3.34 9.54

During the year under review, your Company recorded income of Rs.1065.83 Lakhs from export of software in comparison with previous year's income of Rs. 2682.63 Lakhs. Your company achieved net profit of Rs 588.22 Lakhs for the year in comparison with the previous year's net profit of Rs. 1684.76 Lakhs.

SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded total revenue of US$ 14.56 Millions in comparison with the previous year's revenue of US$ 14.98 Millions. SRI recoded net profit of US$ 71,988 for the year 2010 in comparison with the previous year's net profit of US$ 41,766.

Management Discussions and Analysis Report

Management Discussions and Analysis Report, as required under the Listing Agreement with the Stock Exchanges is forms part of the Report.

Dividend

In view of the financial performance of your Company during the year 2010-11, your Directors have not recom- mended any dividend for the financial year 2010-11.

Directors:

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr. B. S. Srinivasan, retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting.

Mr. Pamulapati Venkatramaiah has been appointed as Additional Directors on 23rd May 2011. As per the provisions of Section 260 of the Companies Act, 1956, he holds office only up to the date of the forthcoming Annual General Meeting of the Company. The Company has received notices under Section 257 of the Act in respect of the above persons, proposing their appointment as a director of the Company, along with requisite deposit. Resolution seek- ing approvals of the Shareholders for their appointment have been incorporated in the Notice of the forthcoming Annual General Meeting along with brief details of the candidates.

Corporate Governance:

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Report.

Whole time Director's Declaration:

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Whole time Director of the Company declaring that all the members of the Board and the Senior Management Personnel of the Com- pany have affirmed compliance with the Code of Conduct of the Company, is included in the Report of Corporate Governance.

Listing at Stock Exchange:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited and the annual listing fees for the years 2010-11 and 2011-12 have been paid to the Exchange.

Auditors:

M/s. Brahmayya & Co., Chartered Accountants, retire as Auditors of the Company at the conclusion of the Annual General Meeting and being eligible, offer themselves for re-appointment as Auditors.

Fixed Deposits

Your Company has not accepted/invited any deposits from the Public for the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Information u/s. 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and Outgo:

a. Conservation of Energy: The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

b. Technology Absorption: Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality upgradation of product and services development.

c. Foreign Exchange earnings and outgo: Total foreign exchange earnings during the year were Rs. 1,065.83 Lakhs (Previous year Rs. 2682.63 Lakhs) and foreign exchange outgo was Rs. 0.30 Lakhs (previous year Rs. 1.94 Lakhs).

Particulars of Employees:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required as none of the employees falls under the category.

Directors' Responsibility Statement:

In terms of the provisions of section 217(2AA) of the Companies Act, 1956 (Act), your Directors confirm as under:

1. That, in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures;

2. 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 or loss of the Company for that period;

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

4. That, the Directors had prepared the annual accounts on a going concern basis.

Acknowledgements:

Your Directors take this opportunity to thank all investors, business partners, clients, banks, regulatory and govern- mental authorities, stock exchanges and employees for their continued support.

On behalf of the Board of Directors

Bhaskar Rao Madala

Whole time Director

Place: Hyderabad

Date: 12-08-2011

Mar 31, 2010

The Directors present their Twentieth Annual Report and the Audited Statement of Accounts for the year ended March 31, 2010.

Financial Results

(Rs .in lakhs)

2009-10 2008-09

Gross Revenue 2682.63 3707.91

Total Expenditure 1170.72 1264.00

Operating Profit 1511.91 2443.91

Other Income 769.22 905.00

Interest 0.83 2.80

Depreciation 264.25 292.57

Profit before Tax 2016.05 3053.53

Provision for Taxation 331.29 401.73

Profit after Tax 1684.76 2651.79

Earning per Share (Rs.) 9.54 14.23

During the year under review, your Company recorded income of Rs.2682.63 Lakhs from export of software in comparison with previous years income of Rs. 3707.91 Lakhs. Your company achieved net profit of Rs 1684.76 Lakhs for the year in comparison with the previous years net profit of Rs. 2651.79 Lakhs.

SoftSol Resources Inc., (SRI) a wholly owned subsidiary of your Company, recorded totaJ revenue of US$ 14.98 Millions in comparison with the previous years revenue of US$ 15.04 Millions. SRI recoded net profit of US$41,766 for the year 2009 in comparison with the previous years net profit of US$ 62087.

Management Discussions and Analysis Report

Management Discussions and Analysis Report, as required under the Listing Agreement with the Stock Exchanges is forms part of the Report.

Dividend

In view of growth opportunities available to the Company, your directors recommend plough back of all profits. Consequendy, there will be no dividend outflow from the Company.

Directors:

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Dr. T. Hanuman Chowdary, retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting.

Corporate Governance:

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Report.

Buy-back of Shares:

During the year under review your Company bought back 10,38,312 fully paid equity shares in the open market mode on the Bombay Stock Exchange Limited pursuant to the resolution passed by the Board of Directors at their meeting held on 30th July 2009. The Company spent Rs. 5,65,84,073.70 paise for the shares bought back. The number of shares of the Company was reduced from 18655808 to 17617496 with the buyback of shares. But as on 31-03-2010 9,85,708 fully paid Equity Shares were actually extinguished at NSDL. Hence these many shares only reduced in the financial statements as at 31-03-2010.

CEOs Declaration:

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Whole time Director of the Company declaring that all the members of the Board and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company, is enclosed as Annexure to this Report

Listing at Stock Exchange:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited and the annual listing fees for the year 2009-10 have been paid to the Exchange.

Auditors:

M/s. Brahmayya & Co., Chartered Accountants, retire as Auditors of the Company at the conclusion of the Annual General Meeting and being eligible, offer themselves for re-appointment as Auditors.

Fixed Deposits

Your Company has not accepted/invited any deposits from the Public for the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Information u/s. 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and Outgo:

a. Conservation of Energy: The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy.

b. Technology Absorption: Since business and technologies are changing constandy, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up gradation of product and services development.

c. Foreign Exchange earnings and outgo: Total foreign exchange earnings during the year were Rs 2682.63 Lakhs (Previous year Rs. 3707.91 Lakhs) and foreign exchange outgo was Rs. 1.94 Lakhs (previous year Rs. 12.44 Lakhs).

Particulars of Employees:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required as no employee falls under the category.

Directors Responsibility Statement:

In terms of the provisions of section 217(2AA) of the Companies Act, 1956 (Act), your Directors confirm as under:

1. That, in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures;

2. 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 or loss of the Company for that period.

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

4. That, the Directors had prepared the annual accounts on a going concern basis.

Acknowledgements:

Your Directors take this opportunity to thank all investors, business partners, clients, banks, regulatory and governmental authorities, stock exchanges and employees for their continued support.

On behalf of the Board of Directors

Bhaskar Rao Madala Whole time Director

Place: Hyderabad

Date: 12-08-2010

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