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Info-Drive Software Ltd.

BSE: 530703 Sector: IT
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Info-Drive Software Ltd. (INFODRIVE) - Director Report

Company director report

The Directors have pleasure in presenting the 28th Annual Report of the Company alongwith the Audited Accounts for the financial year ended March 31 2016.

1. Financial Performance of the Company

The highlights of Consolidated Financial Results of your Company and its Subsidiariesare as follows:

Rs. in Lacs

Consolidated 2016 2015
Turnover / Income from operations 11838.97 8757.31
Exchange Fluctuation Gain/(Loss) - -
Interest and finance charges 9.19 69.90
Profit after Tax (after Minority Interest adjustment) carried to Balance Sheet 764.40 344.19

The highlights of Financial Results of your Company as a Standalone entity are asfollows:

Rs. in Lacs

Stand Alone 2016 2015
Turnover / Income from operations 2145.94 1805.12
Exchange Fluctuation Gain/(Loss) 84.35 (38.54)
Interest and finance charges 0.66 46.26
Profit after Tax carried to Balance Sheet 47.11 272.04

2. Business Overview:

During the year your Company on a standalone basis achieved a Sales and OperatingRevenue of Rs. 2145 lacs up from Rs. 1805 lacs. The after tax position was a profit ofRs. 47 lacs on Standalone basis as compared to profit of Rs 272 lacs in the previousyear.

On a consolidated basis during the year your Company together with its subsidiariesachieved a Sales and Operating Revenue of Rs. 11838 lacs up from Rs. 8757 lacs.

A detailed discussion on the performance of your company industry structure threatsopportunities risks future outlook and strategy is given separately in the ManagementDiscussion and Analysis (MDA) section which forms a part of this Annual Report.

3. Dividend

In the absence of distributable profits in the year the Directors have not recommendedany dividend for the year 2015-16 in order to conserve cash.

4. Transfer to Reserves:

No amount was proposed to be transferred to the reserve during the year under review.

5. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

During the year under review the Company has credited Rs. 275248/- to the InvestorEducation and Protection Fund (IEPF) pursuant to Section 125C of the Companies Act2013.

6. Subsidiaries Associates and Joint Ventures

Your Company has ve wholly owned subsidiaries and one subsidiary-cum-joint ventureacross the globe.

The following table provides a list of all these Subsidiaries/Associates as on March31 2016:

Name of Subsidiary/ Associate* Country of Incorporation
Info-Drive Software Inc. United States of America
Info-Drive Systems Sdn. Bhd. Malaysia
Info-Drive Software LLC United Arab Emirates
Info-Drive Enterprises Pte Ltd Singapore
Info-Drive Software Limited Canada
Infodrive Mauritius Limited Mauritius
Infodrive Technologies Co. Ltd.* Thailand

A statement containing the salient features of the financial statement of oursubsidiaries in the prescribed form AOC 1 is provided as Annexure A to this Directors'Report. The statement also provides the details of performance financial position of eachof the subsidiaries.

Infodrive Enterprises Pte. Ltd.

Infodrive Enterprises Pte. Ltd. is based in Singapore. It was incorporated in 2007 forproviding Software development Infrastructure Management Services Systems Integrationand dealing/trading of commodities.

Infodrive Mauritius Limited

Infodrive Mauritius Limited. is based in Mauritius. It was incorporated in 2008 toexpand business in the country and providing a complete range of business consulting andInformation technology services for clients in industries includes Conventional &Islamic banking financial services and telecom.

Info-Drive Software Inc.

Info-Drive Software Inc is based in USA. It was incorporated in 2007 to expand businessin the country with object of providing product design development & customizationsolutions to large technology Companies.

Info-Drive Software LLC

Info-Drive Software LLC is based in Dubai UAE. It was incorporated in 2007. TheCompany is engaged in the activity of reselling packaged software and implementationSystem Integration Data Analytics Infrastructure Management Services.

Info-Drive Software Limited

Info-Drive Software Limited is based in Canada and it was incorporated in 2008. TheCompany is engaged in the Software development Infrastructure Management ServicesSystems Integration and dealing/trading of commodities.

Info-Drive Systems Sdn. Bhd. Malaysia

Info-Drive Systems Sdn. Bhd is based in Malaysia and it was incorporated in 1994 andbecame a subsidiary of InfoDrive in 2007. The Company is providing a complete rangeof business consulting and Information technology services for clients in industriesinclude Conventional & Islamic banking financial services and telecom.

Info Drive Technologies Co. Ltd

Info Drive Technologies Co. Ltd is based in Thailand and the Company is engaged in ITConsulting Software Development Hardware System Integration and BPO Services.

7. Capital Structure:

Allotment of Shares:-

During the year under review the Company has allotted 66099000 equity sharesconsequent to the conversion notice(s) received from the Bondholders for conversion of theForeign Currency Convertible Bonds ("FCCB") for total value of US$11 million ata conversion price of Re.1 per share translated from US$ at thefixed exchange rate of Rs.60.09 per US$ in accordance with the terms of the Offering Circular dated December 122014 for issue of US$ 9.1 million unsecured Zero Coupon Foreign Currency ConvertibleBonds.

Consequently the paid up share capital of the Company has increased from Rs.559064200 aggregating 559064200 equity shares of Re.1 each to Rs. 625163200aggregating 625163200 equity shares of Re.1 each. As on March 31 2016 62 (Sixty Two)FCCBs were outstanding.

The Company has received approval from BSE Limited for listing and dealing of all theabove Equity Shares of the Company.

During the year under review the Company has not issued Bonus shares. The Company hasnot issued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares. The Company has not bought back any of its equity shares.

8. Material Events Occurring After Balance Sheet Date

There were no material changes and commitments affecting the financial position betweenthe end of the Financial Year and the date of this Report.

9. Public Deposits

In terms of the provision of Sections 73 and 74 of the Companies Act 2013 read withthe relevant rules your Company has not accepted any public deposits during the yearunder review.

10. Statutory Auditors

M/s. K. S. Reddy Associates Chartered Accountants were appointed as Statutory Auditorsof the Company at the Annual General Meeting held on September 30 2014 for a term ofthree consecutive years to hold such office till the conclusion of the Annual GeneralMeeting in the calendar year 2017. As per the provisions of Section139 of Companies Act2013 the appointment of Auditors is required to be ratified by Members at every AnnualGeneral Meeting.

11. Auditors' Report

The quali cations in the Auditors'' Report (in italics) are followed by appropriatereply and explanation (in bold) as under.

a) As certified by the management the financial statements of Info-Drive SoftwareSdn.Bhd. Malaysia being the subsidary company and Technoprism LLC being the subsidiarycompany of Info-Drive Software Inc. USA are not made available and hence not included inthe consolidated financial statements. In the absence of any financial information nonprovision for diminution in value of investments if any I am unable to quantify theeffect of such non provision on the value of investments and the net worth of therespective companies.

In view of revival of operations of Subsidiary provision for diminution in value ofinvestments as per the requirements of Accounting Standard -13 (Accounting forInvestments) is not considered necessary and hence not made.

b) Con rmation of balances in respect of the subsidiary companies that have beenincorporated in the consolidated financial statements of the Company have not beenobtained and completely relied upon the information and explanations provided by themanagement as audited financial statements of these entities as at 31st March 2016 werenot available.

Audit is not mandatory to our overseas subsidiaries according to the legal provisionsof respective host countries. Hence the Audited Financial Statements are not madeavailable

c) According to the information and explanations given to me and in accordance withthe provisions of the Companies Act 2013 the Annual e- ling forms for the financial yearending 31st March 2014 and 31st March 2015 and event based forms with regards to increasein authorised share capital sub-division of equity shares of the company allotment ofForeign Currency Convertible Bonds (FCCBs) and allotment of equity shares consequent uponconversion of FCCBs for the period from 1st April 2014 to 31st March 2016 were stillpending ling as on 31st March 2016.

The Company is taking all necessary steps to le the same.

12. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act 2013 and Rules made thereunder theCompany has appointed Mr. S. Hari Krishnan Practicing Company Secretary to undertakeSecretarial Audit of the Company for the year under review. The Secretarial Audit interalia includes audit of compliance with the Companies Act 2013 and the Rules made underthe Act Listing Regulations and applicable Regulations prescribed by the Securities andExchange Board of India and Foreign Exchange Management Act 1999 and SecretarialStandards issued by the Institute of the Company Secretaries of India. The SecretarialAudit Report in Form No. MR-3 is Annexure to this Annual Report. The comments of the Boardon the observations of the Secretarial Auditor are given after Annexure above.

13. Compliance with Secretarial Standards:

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings

14. Internal Audit And Internal Control Systems:

The Company has appointed Mr. A S Giridhar Manager and CFO as Internal Auditor of theCompany for the financial year 2015-16.

The Company has an independent Internal Audit system to carry out extensive auditsthroughout the year covering all areas of Company's signi cant operations. The AuditCommittee regularly reviews adequacy and effectiveness of the Company's internal financialcontrol environment and monitors implementation of audit recommendations. The Company hasproper and adequate system of internal controls to monitor proper recording oftransactions according to policies and procedures laid down by the Company in compliancewith applicable regulations. The Company ensures that the regulatory guidelines arecomplied with at various levels. The internal audit reports are regularly monitored by theAudit Committee.

15. Corporate Governance

Corporate Governance is the application of best management practices compliance oflaws rules regulations and adherence to ethical principles in all its dealings toachieve the objects of the Company enhance stakeholder value and discharge its socialresponsibility. The Companies Act 2013 and SEBI Listing Regulations have strengthened thegovernance regime in the country. Your Company is in compliance with the governancerequirements provided under the new law and listing regulations.

A separate Report on Corporate Governance together with Auditor's Certi cate con rmingcompliance with the conditions of Corporate Governance as stipulated under Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed to this Report.

16. Management Discussion and Analysis

Report on Management Discussion and Analysis as stipulated under the ListingRegulations and any other applicable law for the time being in force based on auditedconsolidated financial statements for the financial year 2015-16 forms part of this AnnualReport.

17. Risk Management:

Your Company has set up a Risk Management Committee in accordance with the requirementsof Listing Agreement to monitor the risks and their mitigating actions. The details of thecommittee and its terms of reference are set out in the Corporate Governance reportforming part of this report. The Company has adopted suitable measures related todevelopment and implementation of a Risk Management Policy after identifying elements ofrisks which in the opinion of the Board can impact the performance of the companyadversely.

18. Directors and Key Managerial Personnel

During the year under review Mr. Alavur Lakshmi Narasimhan Madhavann (DIN: 03551989)vacated as Director of the company with effect from 13th November 2015 due to he absentshimself from all the meetings of the Board of Directors held during a period of twelvemonths with or without seeking leave of absence of the Board as envisaged in Section167(1) (b) of the Companies Act 2013.

Mr. V N Seshagiri Rao a Director on the Board of the Company expired on 27th June2016. The Board while condoling the death of Mr. V N Seshagiri Rao records itsappreciation of the valuable services rendered by him.

Mrs. Lakshmi Sankarakrishnan Non-Executive Independent Director whose term ends at theconclusion of this AGM and being eligible offers herself for re appointment.

Mr. Murugavel Karunanidhi was appointed as an Additional Director on the Board witheffect from 25th July 2016. subsequently Mr. Murugavel Karunanidhi appointed as ExecutiveDirector for the period from 31st August 2016 to 30th August 2021. We seek your conrmation for appointment of Mr. Murugavel Karunanidhi as a Director/Executive Director onrotational basis.

Mr. Murugavel Karunanidhi was also appointed as Chief Financial Officer of the Companyin place of Mr. A S Giridhar w.e.f. 31st August 2016.

At present your Company has 5 (Five) Directors out of which 1(One) Executive Directorand 3 (Three) Non-Executive Independent Directors and 1(One) Non-Executive Non-IndependentDirector pursuant to the provisions of Listing Regulations. Pursuant to Section 149 of theCompanies Act 2013 every listed company shall have at least one-third of its totalstrength of the Board of Directors as Independent Directors. Based on the presentcomposition of the Board of Directors and the number of Independent Directors the Companycomplies with this requirement.

In terms of Section 152 of the Companies Act 2013 and pursuant to Articles ofAssociation of your Company Ms. Smitha Ramachandran Director is liable to retire byrotation at the Twenty-Eighth Annual General Meeting.

Independent Directors

The Independent Directors of the Company have declared that they meet the criteria ofIndependence in terms of Section 149(6) of the Companies Act 2013 and that there is nochange in their status of Independence.

Separate Meeting of Independent Directors was held on 12th February 2016.

Board Evaluation

During the year in the terms of the requirements of the Act and Listing Regulationsthe Board evaluation cycle was completed by the Company internally which included theEvaluation of the Board as a whole Board Committees and Directors. A structuredevaluation report was prepared after taking into consideration inputs received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board dynamics execution and performance ofspeci c duties obligations and governance. A separate exercise was carried out toevaluate the performance of individual Directors of the Company who are evaluated onparameters such as level of engagement and contribution independence of judgementsafeguarding the interest of the Company etc. The performance evaluation of theIndependent Directors was carried out by the entire Board. The Directors expressed theirsatisfaction with the evaluation process.

Company Policy on Directors' Appointment and Remuneration

The Company has a Nomination and Remuneration Policy in compliance with the provisionsof Sections 134(3)(e ) and 178 of the Companies Act 2013 and Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) 2015. The policy providesa framework on Director's appointment and remuneration including criteria for determiningquali cations positive attributes independence of Director and also remuneration forKey Managerial Personnel and other employees. The Nomination and Remuneration policy formsa part of Corporate Governance Report of this Annual Report.

19. Meetings:

During the year ve Board Meetings and four Audit Committee Meetings were convened andheld. For the details of the meetings of the Board and its Committees please refer to theReport on Corporate Governance which forms part of this report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

20. Committees of the Board

The details of the powers functions composition and meetings of the Committees of theBoard held during the year are given in the Report on Corporate Governance section formingpart of this Annual Report.

Audit Committee

The details pertaining to the composition terms of reference etc. of the AuditCommittee of the Company and the meetings thereof held during the financial year are givenin the Report on Corporate Governance section forming part of this Annual Report. Therecommendations of the Audit Committee were accepted by the Board of Directors of theCompany from time to time.

Nomination and Remuneration Committee

The Board of Directors at its meeting held in April 2014 named this Committee as theNomination and Remuneration Committee for the purpose of provisions under the CompaniesAct 2013 with respect to the terms of the Compensation and Remuneration Committee of theCompany covered under the statutory terms of the Nomination and Remuneration Committee.The details pertaining to the composition terms of reference etc. of the Compensationand Remuneration Committee of the Board of Directors of the Company and the meetingsthereof held during the financial year are given in the Report on Corporate Governancesection forming part of this Annual Report.

Stakeholders Relationship Committee

The details pertaining to the composition terms of reference etc. of StakeholdersRelationship Committee of the Company and the meetings thereof held during the financialyear are given in the Report on Corporate Governance section forming part of this AnnualReport.

Issue Management Committee

The details pertaining to the composition terms of reference etc. of Issue ManagementCommittee of the Company and the meetings thereof held during the financial year are givenin the Report on Corporate Governance section forming part of this Annual Report.

21. Code of Conduct

The Company has adopted the Code of Conduct and ethics for all Board Members and SeniorManagement and this is strictly adhered to. A copy of the Code of Conduct is available onthe website of the Company In addition members of the Boardand Senior Management also submit on an annual basis the details of individuals to whomthey are related and entities in which they hold interest and such disclosures are placedbefore the Board. The members of the Board inform the Company of any change in theirdirectorship(s) chairmanship(s) / membership(s) of the Committees in accordance with therequirements of the Companies Act 2013 and Listing Regulations.

The members of the Board and Senior Management have af rmed their compliance with thecode and a declaration signed by the Manager and Chief Financial Officer is annexed tothis report.

22. Vigil Mechanism (Whistle Blower Policy)

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. Vigil(whistleblower) mechanism provides a channel to theemployees and directors to report to the management concerns about unethical behaviouractual or suspected fraud or violation of the code of conduct or policy. The mechanismprovides for adequate safe guards against victimization of directors and employees whoavail of the mechanism and also provide for direct access to the Chairman of the AuditCommittee. As a part of theVigil Mechanism a separate email addresses are provided. TheWhistle Blower Policy is made available on the website of the

23. Prevention of Insider Trading:

In compliance with the provisions of SEBI (Prohibition of InsiderTrading) Regulations2015 and to preserve con dentiality and prevent misuse of unpublished price sensitiveinformation the Company has adopted (i) a Code of Conduct to Regulate Monitor and ReportTrading by Insiders and (ii) a Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information. The same has been circulated to Directors anddesignated employees of the Company. They are regularly reminded about their obligationunder the policies and also informed about prevention of insider trading into thesecurities of the Company. The Company Secretary is responsible for implementation of theCode. All Board of Directors and the designated employees have con rmed compliance withthe Code.

24. Particulars required as per Section 134 of the Companies Act 2013

As per Section 134 of the Companies Act 2013 your Company has provided theConsolidated Financial Statements as on March 31 2016. Your Directors believe that theconsolidated financial statements present a more comprehensive picture as compared tostandalone financial statements. These documents will also be available for inspectionduring the business hours at the Registered Office of your Company and the respectivesubsidiary companies. A statement showing financial highlights of the subsidiary companiesis attached to the consolidated financial statements.

The Annual Report of your Company though does not contain full financial statements ofthe subsidiary companies your Company will make available the annual accounts and relatedinformation of the subsidiary companies upon request by any Member of your Company.

25. Consolidated Financial Statements

Consolidated financial statements of your Company and its subsidiaries as at March 312016 are prepared in accordance with the Accounting Standard 21 (AS - 21) on 'ConsolidatedFinancial Statements' issued by the Institute of Chartered Accountants of India and formpart of this Annual Report.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 the statement containing salient features of the financialstatements of the Company's Subsidiaries' Associates' and Joint Ventures (in Form AOC-1)is as Annexure A. The Policy for determining material subsidiaries of the Company isavailable on the Company's website

26. Particulars of Loans given Guarantees given and Investments made

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

27. Related Party Transactions

The Policy to determine materiality of related party transactions and dealing withrelated party transactions as approved by the Board of Directors is available on theCompany's website

During the year under review the Company had not entered into any material transactionwith any party who is related to it as per the Companies Act 2013. There were certaintransactions entered into by the Company with its foreign subsidiaries and other partieswho are related within the meaning of Accounting Standard (AS 18). Attention of Members isdrawn to the disclosure of transactions with such related parties set out in Note No. L ofthe Standalone Financial Statements forming part of this Annual Report. The Board ofDirectors con rms that none of the transactions with any of related parties were in conict with the Company's interest and all transactions entered into with the Related Partiesas de ned under the Companies Act 2013 and Listing Regulations during the financial yearended on 31.03.2016 were in the ordinary course of business and on basis of arms lengthpricing and do not attract the provisions of Section 188 of the Companies Act 2013. Thusdisclosure in form AOC 2 is not applicable.

The related party transactions are entered into based on considerations of variousbusiness exigencies such as synergy in operations sectoral specialization and theCompany's long-term strategy for sectoral investments optimization of market shareprofitability legal requirements liquidity and capital resources of subsidiaries.

28. Adequacy of Internal Financial Controls

The Board is responsible for establishing and maintaining adequate internal financialcontrol as per section 134 of the Companies Act 2013. The Board has laid down policiesand processes in respect of internal financial controls and such internal financialcontrols were adequate and were operating effectively. The internal financial controlscovered the policies and procedures adopted by the Company for ensuring orderly andefficient conduct of business including adherence to the Company's policies safeguardingof the assets of the Company prevention and detection of fraud and errors accuracy andcompleteness of accounting records and the timely preparation of reliable financialinformation.

29. Extract of Annual Return

Pursuant to the provisions of the Section 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 the extract ofAnnual return of the Company for the financial year ended on March 31 2016 is provided inthe Annexure C to the Directors' Report.

30. Conservation Of Energy

The nature of your company's operations is not energy intensive. Your company believesthat it forms part of the duty to save energy and also install necessary apparatus whichwill help conserve energy. Your company's computer terminals air conditioning systemslighting and utilities are modern technology-enabled to facilitate the optimal use ofenergy and power.

31. Technology absorption and Research and Development (R&D)

Your company believes that in addition to progressive thought it is imperative toinvest in research and development to ascertain future exposure and prepare forchallenges. In its endeavour to obtain and deliver the best our company entered intoalliances with major global players in the industry to harness and tap the latest and thebest of technology in its eld upgrade itself in line with latest technology globally anddeploy / absorb technology wherever feasible relevant and appropriate. Your company alsoattached tremendous importance to indigenous development and technology up gradationthrough its extensive Research and Development operations. The benefits derived from theseprocesses are phenomenal and improved the quality of your company's world-class services.

Your company is actively engaged in the research and development of software. Yourcompany's management team performs an end-to-end function by acting as the sounding boardand mentors for the R & D team to develop their ideas to facilitate market launch. Theteams will develop a unique approach and strengthen our positioning through toolsframeworks and methodologies to provide value-added services to clients.

32. Foreign Exchange Earnings and Outgo

The particulars of foreign exchange earnings and outgo based on actual in flows andout flows are as follows:

Rs. in Lakhs

Particulars March 31 2016 March 31 2015
Earnings 2136.57 1802.72
Outgo 1957.31 1576.14

33. Directors Responsibility Statement

The Directors hereby con rm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the Profitor Loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) they have prepared the Annual Accounts on a going concern basis; e) they have laiddown internal financial controls for the Company and such internal financial controls areadequate and operating effectively; and

f) they have devised proper system to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

34. Details of Policy Developed and Implemented By the Company on Its Corporate SocialResponsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

35. Particulars Of Employees:

No employee throughout the financial year was in receipt of remuneration of Rs. 60lakhs or more or employed for part of the year and in receipt of Rs. 5 lakhs or more amonth under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

36. Details of the Remuneration as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

i. The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as follows:

During the financial year 2015-16 none of the Directors/ Chief Financial Officer andCompany Secretary was drawing any remuneration. Hence the ratio is not provided.

ii. The Percentage increase in the median remuneration of employees in the financialyear:

No increase in the Median remuneration of the employees in the financial year 2015-16.

iii. The Number of permanent employees on the rolls of Company:

95 employees as of March 2016.

iv. The explanation on the relationship between average increase in remuneration andthe Company Performance:

During the financial year 2015-16 there was no increase in the remuneration of KeyManagerial Personnel(s) and Employees. Hence the explanation is not provided.

v. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justi cation thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

During the financial year 2015-16 there was no increase in the remuneration of KeyManagerial Personnel(s) and Employees. Hence the explanation is not provided.

vi. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company.

For the financial year 2015-16 Key Managerial Personnel were paid remuneration ofapproximately 9.67% of Net Profit of the Company.

vii. The key parameters for any variable component of remuneration availed by thedirectors:

During the financial year 2015-16 none of the Directors was drawing any remuneration.Key parameters for determining the remuneration are provided in the remuneration policy ofthe Company.

viii. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year:

During the financial year 2015-16 none of the Directors was drawing any remuneration.Hence the ratio of their remuneration to the remuneration of highest paid director is notprovided. It is af rmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other employees.

ix. Af rmation that the remuneration is as per the remuneration policy of the Company:

Yes the remuneration is as per the remuneration policy of the Company.

x. Variation in the market Capitalization Price Earnings Ratio and Net worth of theCompany for the closing Date of the Current Financial year and Previous Financial Year: Lacs

Particulars 31.03.2016 31.03.2015 % change
Market Capitalization 2500.65 4025.26 (47.20)
Price Earnings Ratio 40.00 14.40 1.78
Percentage Increase / decrease of market quotations of the shares of the Company in comparison to the rate at which the Company came out with last Public offer (252.94) (66.67) -
Net worth of the Company 11197.74 10489.64 6.75

37. Listing with the Stock Exchanges

The Equity Shares of the Company are listed on BSE Limited (BSE)

Listing fees for 2015-16 have been paid to BSE.

38. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The Company has in place an Anti Sexual Harassment Policy in line with requirements ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. All employees (permanent contractual temporary trainees) are covered under thispolicy. Internal Complaints Committee(s) (ICC) has been set up to redress complaintsreceived regarding sexual harassment. During the year there was no case ofanti-harassment reported to the Committee(s).

39. Other Matters

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under report:

1. No KMP of the Company receives any remuneration or commission from any of itssubsidiaries.

2. No signi cant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operations in future.


The Directors are thankful to the Members and Investors for their con dence andcontinued support. The Directors are grateful to the Central and State Government StockExchanges Securities & Exchange Board of India Reserve Bank of India SoftwareTechnology Parks of India Lenders FCCBs holders and last but not the least its trustedclients for their continued support.

The Directors would like to express their gratitude for the profuse support andguidance received from alliance partners and vendors. The Directors would also like toexpress their sincere thanks and appreciation to all the employees for their commendablework and professionalism.

For and on behalf of the Board of Directors
K. Murugavel Pramod Manoharlal Jain
Whole Time Director Director
DIN: 03075202 DIN: 02711188
Date: August 31 2016
Place: Chennai