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AGS Infotech Ltd.

BSE: 533314 Sector: IT
NSE: N.A. ISIN Code: INE966E01016
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AGS Infotech Ltd. (AGSINFOTECH) - Director Report

Company director report

DIRECTORS

Dear Shareholders,

Yours Directors have pleasure in presenting the Fourteenth Annual Report of the Companyfor the financial year ended 31st March, 2011.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31st March, 2011 issummarized below:

2010-11 2009-2010
Income 3119.32 2974.59
Work in Progress ****** ******
Expenses 2615.30 2597.83
Bad Debts Written Off ****** ******
Misc Exp Written Off ****** ******
Profit Before Interest and Depreciation 504.01 376.76
Depreciation 182.28 70.85
Interest and Finance Charges 66.19 56.98
Profit Before Tax 255.54 248.93
Profit After Tax 153.25 148.48

OPERATIONS:

As can be seen from the above, the company made a turnover of Rs.3119.32 Lakhs duringthe year as against Rs. 2974.59 lakhs during the previous year registering growth of a4.86%. The net profit of the company has increased from Rs.148.48 lakhs to Rs153.25 lakhs,registering growth of 3.21%. The management has reoriented its strategies in the line ofbusiness and has inducted new director on the board with talent and good contacts in theindustry. The management is hopeful of confident of earning more and more profits in thecurrent year and in the years ahead.'

INDIAN & GLOBAL ECONOMY:

We are witnessing a reverse trend in innovation and the emerging economies making animpact on business in the advanced markets.

The global economy seems to be recovering after the recent economic shock. The globaleconomies including Indian economy are expected to continue to sustain themselves in theshort-term, as the effect of stimulus programs is yet to bear fruit and tax cuts areworking their way through the system in 2010. Due to the strong position of liquidity inthe market, large corporations now have access to capital in the corporate credit marketsand the innovation hub markets; growth momentum is the order of the day in emergingeconomies like India despite of global financial crisis.

In order to keep up the economic growth during times of the worst recession, governmentauthorities in India have announced the stimulus packages to bolster economic growth. Tofinance the stimulus packages, the Indian government has raised over $100 billion over thelast four quarters. The country's public debt, according to the Reserve Bank of Indian(RBI), has zoomed to more than 50% of the total GDP.

FUTURE OUTLOOK:

Your Company has plans to diversify in to non-conventional energy activities and withthe overall sectorial growth indices forecast future growth of your company.

DIVIDEND:

Your directors express their inability to recommend any dividend for the financial year2010-2011.

INCREASE IN AUTHORIZED AND PAID-UP EQUITY CAPITAL:

During the year under review there is no changes in the Authorized Equity share capitalof your company. The paid-up Equity capital of your company is 1,24,48,100 Equity sharesof Rs.10/- each.

CHANGE OF REGISTRAR AND TRANSFER AGENTS:

There is no changes in the Company's Registrar and Share Transfer agents: VentureCapital and Corporate Investments Pvt. Limited 12-10-167, Bharatnagar, Hyderabad-500018.Phone: 040-23818475/476.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of theCompanies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during thefinancial year under review.

LISTING:

The Equity Shares of your company are listed on The Bombay Stock Exchange Limited.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of thecompany the Director Mr. G Dhananjaya Reddy and Mr. R Venkatesh retires by rotation and iseligible for reappointment.

Your Board recommends the re-appointment of the Director above.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board ofDirectors of your Company hereby certifies and confirms that:

i. In the preparation of the Annual Accounts, the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year;

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

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

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

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is providedhereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible.Total energy consumption and energy consumption per unit of production is not applicableas company is not included in the industries specified in the schedule

B. Technology Absorption
1. Research and Development (R&D : Nil
2. Technology absorption, adoption and innovation : Nil
C. Foreign Exchange Earnings and Out Go
Foreign Exchange Earnings : nil (Current year)
Rs . 98,58,252/- (PY)
Foreign Exchange Outgo : Nil (Current year)
Nil (Previous year)

PARTICULARS OF EMPLOYEES

As the Company is not having any employee during the year under review which attractsprovisions of Section 217 (2A) of the Companies Act, 1956, the disclosures required to bemade under the said section.

CODE OF CONDUCT

The Code has been circulated to all the members of the Board and Senior Management andthe compliance of the same has been affirmed by them.

AUDITORS

M/s Hariharan & Associates., Chartered Accountants retire at the ensuing AnnualGeneral Meeting and being eligible have expressed their willingness for re-appointment.Your directors propose the appointment of M/s Hariharan & Associates, CharteredAccountants, as statutory auditors to hold office until the conclusion of the next AnnualGeneral Meeting of the company.

CORPORATE GOVERNANCE

As a listed company, necessary measures have been taken to comply with the listingagreements of Stock Exchanges. A report on Corporate Governance, along with a certificateof compliance from the Auditors, Forms part of this Report as Annexure.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for assistance andco-operation received from clients, banks, investors, Government, other statutoryauthorities and all others associated with the company. Your directors also wish to placeon record their deep sense of appreciation for the excellent contribution made by theemployees at all levels, which enabled the company to achieve sustained growth in theoperational performance during the year under review.

Declaration by Managing Director of affirmation by Directors and senior Managementpersonnel of compliance with the code of conduct

The shareholders

I, M Manivannan, Managing Director of the Company do hereby declare that the Directorsand Senior Management of the Company have exercised their authority and powers anddischarged their duties and functions in accordance with the requirements of the code ofconduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of Directors
M/s. AGS Infotech Limited;
Sd/-
Place: Hyderabad M Manivannan
Date: 15.06.2011 Managing
Director

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