Directors Report of Valuemart Info Technologies Ltd.

Mar 31, 2013

The Board of Directors of VALUEMART INFO TECHNOLOGIES LIMITED takes pleasure in placing the SIXTEENTH ANNUAL REPORT and AUDITED STATEMENTS OF ACCOUNTS for the period ended MARCH 31, 2013.

FINANCIAL RESULTS

(Rs. In Lakhs)

Year ended March Year ended March Particulars 31, 2013 31, 2012 (12 months) (12 months)

Total Income 1,893.98 2,313.48

Expenditure 1,500.90 1,869.42

Profit before Interest, Depreciation and Tax 393.08 444.06

Interest and Finance charges 20.87 0.76

Profit before Depreciation and Tax 372.21 443.30

Less: Depreciation 300.27 297.86

Net Profit Before Tax 71.94 145.44

Provision for Tax 36.53 114.58

Net Profit After Tax 35.41 30.86

Net Profit after Adjustments 35.41 30.86

Surplus from Previous year 661.54 630.68

Profit carried forward 696.95 661.54

Paid-up Share Capital 1,263.34 1,263.34



REVIEW OF PERFORMANCE

The year under review was fairly satisfying with a marginal increase in the net profits of the Company. Turnover for the year has reduced by 18% from Rs. 2,313.48 Lakhs to Rs. 1,889.00 Lakhs. Other Income during the year was 4.98 Lakhs. The Total Expenditure incurred by the Company has also reduced by almost 16% from Rs. 2,168.04 Lakhs in the previous year to Rs. 1,822.05 Lakhs in the current year. On account of decline in the expenditure, the Net Profits after Tax have increased by 15% to Rs. 35.41 Lakhs from Rs. 30.68 Lakhs in the previous year.

INDUSTRY SCENARIO

The IT and the ITeS sectors have emerged as the anchors of the Indian Technology sector on account of high growth in terms of revenue and employment generation, and multiplicity of services ranging from core services like BPO, KPO and LPO to E-Commerce, E-Governance and IT enabled services covering banking, finance and insurance sectors, multimedia and medical transcription services. Skilled manpower, high quality services, low costs, high productivity, coupled with conducive regulatory policies by the Government have placed India on the global platform.

However, the high growth potential in the sector as a whole, has also adversely affected the small and mid-size companies. Some challenges faced by these companies include competition from large companies and other low cost countries, high attrition rates, and higher costs of acquiring new clients and retention of existing clients.

The year under review has also seen a number of big and mid-sized IT-BPO companies foray into rural areas mainly due to the availability of hugely untapped talent at lower costs and an overall lower operations costs. Reduced rates of attrition in rural areas and ample support of the respective State Governments have been added advantages in this segment.

BUSINESS TRENDS

India as an emerging market offers a large pool of IT savvy resources. It is estimated that the Indian IT / ITeS industry will double its Domestic revenues in the next financial year, which constitutes almost 39% of total revenue. The IT / ITeS Exports revenue constitutes the remaining 61% of revenue share. The IT / ITeS sector in India is highly localized and clustered in some major cities, however, due to infrastructure limits and scarcity of land in these cities, the sector is gradually expanding to Tier II and Tier III cities. Access to high quality education in semi-urban and rural areas has further created a growing pool of resources in the industry. The employee base is also expected by over 10 times in the following years.

BUSINESS PROSPECTS

Valuemart continues to focus on select segments across the IT and BPO industry and offers specialized and customized solutions to address the specific needs of its clients. The Company is targeting the enterprise solution space to address the mid to large size enterprise market. It offers contemporary Business Process Management (BPM) based solutions and frameworks. Valuemart has further consolidated its position and has added several new clients in this space.

Keeping in tune with the trends in the IT – BPO sectors, Valuemart has also forayed into the Tier II and Tier III cities due to availability of skilled labour at lower costs. Reduced operational costs, lower attrition rates and lower cost of acquiring and retaining new clients are the other benefits offered by these areas. The Company''s edge in quality and cost benefits have further enhanced its ability to bid for high value projects and move up the value chain.

DIVIDEND

In view of the need to conserve resources to meet working capital requirements, the Board expresses its inability to declare any dividend for the Financial Year.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from public. Hence no amount of principal or interest was outstanding.

LISTING FEES

The Company has paid the Annual Listing Fees for the year 2013-14 to the Bombay Stock Exchange Limited where your Company''s shares are listed.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required u/s 217(2AA) of the Companies Act, 1956, your Board of Directors confirms that:

- In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- 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 the year;

- 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.

- The Directors have prepared the annual accounts on an ongoing concern basis.

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

In terms of Section 217(1) (e) of the Companies Act, 1956, following disclosures are made:

- The Management has taken adequate steps to conserve energy, wherever possible.

- Technology absorption and innovation is a continuous process in the company;

- Foreign Exchange Earnings : Nil Foreign Exchange Outgo : Nil

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956, since the remuneration paid to them is less than the prescribed limits.

CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Corporate Governance Report and the Auditors'' Certificate thereon regarding compliance of requirements of Corporate Governance, Management Discussion and Analysis Report, Certificate on Code of Conduct and Certificate by the CEO / CFO are furnished as a part of this Annual Report.

DIRECTORS

Mr. M. Manivannan and Mr. S. Prem Anand have resigned from the Board of Directors of the Company on November 09, 2012. Your Directors appreciate and acknowledge their contributions to the Company.

Mr. K. H. Ramamurthi, Non – Executive Chairman and Director has expressed his desire to step-down from the Board of Directors and retire at the ensuing Annual General Meeting of the Company. Your Directors express their sincere gratitude to Mr. Ramamurthi for his unstinted support and contributions to the Company.

Your Directors have appointed Mr. P. K. Pande as an Additional Director on September 02, 2013. Your approval is being sought for his appointment at the ensuing Annual General Meeting.

STATUTORY AUDITOR

Mr. V. Sreenivasan, Chartered Accountant retires at the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. He has furnished the required Certificate under Section 224(1B) of the Companies Act, 1956. The Shareholders are requested to appoint the auditor and fix his remuneration.

AUDIT OBSERVATIONS

The Auditor has made certain observations and the Notes on Accounts adequately cover the action being taken by the Management.

ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued support rendered by the Company''s Shareholders, Business Partners and Associates, Bankers, Employees, Government, Stock Exchanges and Share Transfer Agents during the year under report.

For and on behalf of the Board of Directors

VALUEMART INFO TECHNOLOGIES LIMITED

Place: Bangalore K. H. RAMAMURTHI

Date : September 02, 2013 CHAIRMAN