Directors Report of Svam Software Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2014. The profit after tax of the company is Rs. 1.11/- lacs during current financial year.

FINANCIAL RESULTS (Rs. In lacs)

Particulars For The Year Ended

31st March 2014 31st March, 2013

Sales/Operating Income 815.74 1484.61

Other Income 43.45 25.72

Expenses:-

Purchase of Stock in trade 786.81 1465.68

Changes in Inventory of Stock-in-Trade 18.70 (5.04)

Employee Benefit Expenses 16.67 20.89

Depreciation and Amortisation Expenses 7.84 0.50

Administrative & Other expenses 26.98 22.15

Profit Before Tax 2.19 6.15

Tax Expense:-

Current Tax 0.40 1.17

Deferred Tax 0.68 3.41

Profit/(Loss) After Tax 1.11 1.57

BUSINESS REVIEW

The turnover of the company during the year 2013-14 is Rs. 815.74 lacs as compared to Rs. 1484.62 lacs during the immediately preceding financial year. However, profit before tax is Rs. 2.19/- lacs during the current financial year as compared to Rs. 6.15/- lacs during the immediately preceding financial year.

FUTURE OUTLOOK

The outlook of the economic growth across the globe with positive vibrations will fuel a growth and demand recovery. At the present moment there is a lull in the market and the management is looking forward for changing situation in the global market. While optimism rears for new vigour and thrust like emphasis on colour ways and new designs, it is expected these changes will bring in positive response from the overseas buyers and will trigger growth and profitability in due course of time.

DIVIDEND

In order to augment reserves and to cater to the working capital requirements, no dividend is being recommended.

PUBLIC DEPOSIT SCHEME

During the year, your Company has not accepted any deposits. There are no outstanding deposits as on date.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A certificate from the auditors of the company M/s SNMG & Co; Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

BOARD OF DIRECTORS

Your board has an Executive Chairman and the number of Independent Directors is one half of the total strength of Directors. The composition of the board is in conformity of Clause 49 of the Listing Agreement.

Your board of directors consist of the following four directors:

1. Mr. Rajeev Garg (Managing Director & Executive);

2. Mr. Harshwardhan Koshal (Non Executive Independent) and;

3. Mr. Sudhir Kumar Agarwal (Non Executive); and

4. Mr. Neeraj Khetarpal (Non-Executive Independent)

5. Mrs. Manisha Agarwal (Non Executive)

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

AUDITORS AND THEIR REPORT

M/s SNMG & Co., Chartered Accountants, Chartered Accountants, who served as Statutory Auditors of the company since a long time, resigned from the position w.e.f. 30th September, 2014, expressing their inability to continue as the Statutory Auditors of the Company. In their replacement, M/s DEEPAK I P AGARWAL & CO., CHARTERED ACCOUNTANTS, will be appointed as Statutory Auditors of the Company with approval of shareholders of the company by way of ordinary resolution passed in its Annual General Meeting.

The board recommends their appointment as statutory auditors of the company.

SUBSIDIARIES

As on 31st March 2014, the Company has three Wholly Owned Subsidiary namely Deby Exim Limited , Apron Estates Limited and Phoebe Infotech Limited respectively.

Consolidated Accounts of its subsidiaries for the year under review has also been drawn in accordance with applicable accounting Standards.

CONSOLITED FINANCIAL STATEMENT

As required under the Listing Agreements with the Stock Exchanges Consolidated Financial Statements of the Company are attached. The consolidated Financial statements have been prepared in accordance with Accounting standard 21 ,Accounting standard 23 and Accounting standard 27 issued by The Institute of Chartered Accountants of India and showing the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries as a single entity, after elimination of minority interest.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given in Annexure-A and forms an integral part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN-INGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings & outgo, as required under the Companies Act, 2013, read with the Draft Companies Rules, 2014 is given as per Annexure of the Directors Report.

PARTICULARS OF EMPLOYEES

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended time to time, no employee of the company was covered by these provisions during the year ended 31.03.2014.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Company''s inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time.

By the Order of the Board For SVAM SOFTWARE LIMITED

Sd/- Sd/- Rajeev Garg Sudhir Kumar Agarwal Place : Delhi (Managing Director) (Director) Dated : 14/08/2014 DIN: 02216829 DIN: 00024935

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Mar 31, 2013

To The Members Svam Software Ltd.

The Directors have pleasure in presenting the 21st Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2013, The profit after tax of the company is Rs. 1.57/- lacs during current financial year.

FINANCIAL RESULTS (Rs. In lacs)

Particulars For The Year Ended

31st March 2013 31st March, 2012

Sales/Operating Income 1484.61 1627.36

Other Income 25.72 46.89 Expenses:-

Purchase of Stock in trade 1465.68 1631.76

Changes in Inventory of Stock-in-Trade (5.04) (19.42)

Employee Benefit Expenses 20.89 27.31

Depreciation and Amortisation Expenses 0.50 1.48

Administrative & Other expenses 22.15 26.17

Profit Before Tax 6.15 6.95

Less: Current Tax 1.17 1.32

Deferred Tax 3.41 (1.68)

Profit/(Loss) After Tax 1.57 7.31

BUSINESS REVIEW

The turnover of the company during the year 2012-13 is Rs. 1484.61 lacs as compared to Rs. 1627.36 lacs during the immediately preceding financial year. However, profit before tax is Rs. 6.15/- lacs during the current financial year as compared to Rs. 6.95/- lacs during the immediately preceding financial year.

DIVIDEND

In order to augment reserves and to cater to the working capital requirements, no dividend is being recommended. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A certificate from the auditors of the company M/s SNMG & Co; Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

BOARD OF DIRECTORS

Your board has a Executive Chairman and the number of Independent Directors is one half of the total strength of Directors. The composition of the board is in conformity of Clause 49 of the Listing Agreement.

Your board of directors consist of the following three directors:

1. Mr. Rajeev Garg (Chairman, Managing Director & Executive);

2. Mr. Harshwardhan Koshal (Non Executive Independent) and;

3. Mr. Sudhir Kumar Agarwal (Non Executive); and

4. Mr. Neeraj Khetrapal (Non Executive Independent)



DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31 st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31 st March, 2013 on a going concern basis. ,

AUDITORS

M/s SNMG & Co., Chartered Accountants, holds office of the Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting is eligible for re-appointment.

The Company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

a. AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956, the Audit Committee has been set up to review the internal audit reports and financial statements at periodic intervals.

The Audit Committee comprises following three members having strong background in financial management:-

Mr. Rajeev Garg Chairman (Non- Independent & Executive)

Mr. Neeraj Khetrapal Member (Independent & Non- Executive)

Mr. Harshwardhan Koshal Member (Independent & Non-Executive)

b. INVESTORS/SHAREHOLDERS'' GRIEVANCE COMMITTEE

In pursuance of the provisions of the Listing Agreement, the company has also set up a Shareholders/ Investor''s Grievance Committee to ensure maximum security to the concern of the shareholders. The committee consists of an Executive Chairman and other two members as mentioned below:

Mr. Rajeev Garg Chairman (Non- Independent & Executive)

Mr. Neeraj Khetrapal Member (Independent & Non- Executive)

Mr. Harshwardhan Koshal. Member (Independent & Non-Executive)

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of remuneration exceeding Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month for any part thereof.

PUBLIC DEPOSITS

The company has not accepted any deposit from public within the meaning of section 58-A of the companies ACT, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange Earnings & outgo as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Company''s inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time.

By the Order of the Board

For SVAM SOFTWARE LIMITED

Place : Delhi Sd/- Sd/-

Dated : 02/09/2013 (MANAGING DIRECTOR) (DIRECTOR)

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Mar 31, 2010

To The Members Svam Software Ltd.

The Directors have pleasure in presenting the 18th Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2010.

FINANCIAL RESULTS Rs. (In lacs)

Particulars For The Year Ended

31st March 2010 31st March 2009

Sales/Operating Income 1104.70 955.50

Gross Profit/ (Loss) after interest but before depreciation & taxation 1129.36 973.97

Less: Depreciation 5.26 23.17

Less: Income Tax/FBT 2.20 2.99

less: Decrease in Deferred tax assets during the year 4.36 9.15

Profit/(Loss) after tax 7.94 14.00

Transfer to General Reserve/ P & L 7.94 14.00

BUSINESS REVIEW

The performance of the company during the year under review has been encouraging. You will be pleased to note that during the year company has achieved turnover of Rs.1148.72 lacs and after tax profit of Rs. 7.94 lacs against turnover of Rs.1041.60 lacs and profit after tax of Rs.14.00 lacs in the corresponding previous year. The slowdown in the sales is due to recessionary conditions in market.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A certificate from the auditors of the company M/s Padam Dinesh & Co. confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

DIRECTORS

During the year the following directors have resigned from board :'-

1. Mr. Ghanshyam Das Binnani and;

2. Mr. Shalabh Mitlal.

Your board has a Non-Executive Chairman and the number of Independent Directors is half of the total strength of Directors. The composition of the board is in conformity of Clause 49 of the Listing Agreement. Your board of directors consist of the following four directors:

1. Mr. Harshwardhan Koshal (Chairman and Non-Executive Independent Director);

2. Mr. Rajeev Garg (Managing Director and Executive Director);

3. Mr. Sudhir Kumar Agarwal (Non Executive Director) and;

4. Mr. Neeraj Mishra (Non- Executive Independent Director).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

M/s Padam Dinesh & Co., Chartered Accountants the existing auditors of the company has conveyed their unwillingness to continue as the statutory auditors of the company and the Company proposes to appoint M/s SNMG & Co., Chartered Accountants as Auditors of the company till the conclusion of the next Annual General Meeting of the Company.

The company has received certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such appointment within the meaning of Section 226 of the said Act. THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

a. AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956, the Audit Committee has been set up to review the internal audit reports and financial statements at periodic intervals.

The Audit Committee comprises following three members having strong background in financial management:-

Mr. Harshwardhan Koshal Chairman (Independent & Non-Executive)

Mr. Neeraj Mishra Member {Independent & Non- Executive)

Mr. Sudhir K. Agarwal. Member (Non-independent & Non-Executive)

b. INVESTORS/SHAREHOLDERS' GRIEVANCE COMMITTEE

In pursuance of the provisions of the Listing Agreement, the company has also set up a Shareholders/ Investor's Grievance Commit- tee to ensure maximum security to the concern of the shareholders. The committee consists of a Non Executive Chairman and other two members of the names as follows:

Mr. Neeraj Mishra Chairman (Independent & Non Executive)

Mr. Harshwardhan Koshal Member

Mr. Sudhir kumar Agarwal Member

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of remuneration exceeding Rs. 24,00,000/- per annum or Rs, 2,00,000/- per month for any part thereof.

PUBLIC DEPOSITS-

The company has not accepted any deposit from public within the meaning of section 58-A of the companies ACT, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange Earnings & outgo as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Company's inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time..

By the Order of the Board

For SVAM SOFTWARE LIMITED

Sd/- Sd/-

Place : Delhi RAJEEV GARG NEERAJ MISHRA

Dated : 30/08/2010 Managing Director Director