Directors Report of CCS Infotech Ltd.

Mar 31, 2014

Dear Members,

The stand-alone financial results ot CCS Infotech Limited for the year ended March 31, 2014 are presented below:-

(Amount In Lakhs)

particulars 2013-14 2012-13

Revenue 6807,30 4378.93

Expenditure 6771.32 4285.61

Profit before Tax & Depreciation 35.98 93,31

Deprecation 31,38 82.66

Profit after Depreciation but before tax 4.60 10,65

Current Tax 4.98 9.03

Deferred Tax 3.25 0,00

Profit After Tax 2.88 1.62

Reserves & Surpluses 987.64 1002,23

Your Company has made a turnover of Rs.6807.30 Lakhs as compared to Rs. 4378.93 Lakhs of previous year and has made a profit of Rs.2.88Lakhs compared to Rs.1,62Lakhs previous year.

BUSINESS OUTLOOK

Your Company is among India's leading Information Technology Solutions provider having a wide range of expertise in Systems Integration and e-Govemance including Hardware Solutions, Software Development and Networking Services and into manufacture of computers.

Your Company presently has the following divisions:

1. System Integration - Your Company has partnered with leading IT hardware Companies and has bagged many System Integration projects.

2. Services - AMC/FMS - Your Company is providing AMC/FMS to leading companies in different business verticals.

3. Supply Contracts under BGLT/BOQM - Your Company is presently executing supply contracts under BOLT / BOOM structures for Public Sector Undertakings and working to achieve a healthy growth in this segment.

4. E-Governance - Your Company is continuing its services in the E Governance sector and doing citizen services in Andhra Pradesh and working towards getting new orders.

5. Networking - Your Company has partnered with leading manufacturers of networking equipments and presently executing networking projects.

6. Telecom Infrastructure - Your Company has started a division of executing Civil & Electrical work related to Telecom infrastructure. 7

7. Manufacturing - Your manufacturing Plant is situated at Puducherry and is having ISO 9001:2008 certification.

our clientele strength has been the key success to our growth. We have a long-term association with all our clients and many referral clients are added to clientele year on year

FIXED DEPOSITS

your Company has not accepted any fixed deposit during the year under review.

DIVIDEND

with a view to preserve the liquid resources and enhance shareholders value, your directors have not recommended any dividend during the year under report.

SUBSIDIARY COMPANIES

The Company continues to have one Subsidiary i.e., CCS INFOTECH SINGAPORE PTE, LIMITED

As per Section 212 of the Companies Act, 1956. the audited Balance Sheet and Profit & Loss statement along with the respective reports of the Board of Directors and the Auditor's thereon of the Subsidiary Company lor the year ended March 2014 are attached. The Statement pursuant to section 212 of Ihe Companies Ad, 1956 also forms part of annual report.

As per the requirement of AS-21/27 issued by the ICAI, your company is pleased to present the consolidated balance sheet, profit and loss account and cash flow statement of the Company and its subsidiary,

INSURANCE

All insurable interests of the Company including assets, furniture and fixtures and other insurable interest are adequately insured.

STATUTORY STATEMENTS

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

Your Company has activities as detailed below relating to conservation of energy and technological absorption as required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

A. Conservation of Energy

Energy conservalion measures taken: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.

Additional investments and proposals, if any, being implemented for reduction of consumption of i energy - Nil

B. Technology Absorption and Foreign Exchange earnings & out go

(Disclosure of Particulars with respect 2013-14 2012-13 to technology absorption to the extent applicable)

i. Research & Development (R&D) NIL NIL

ii. Technology Absorption, Adaptation NIL NIL and Innovation

iii, Foreign Exchange Earnings NIL NIL

iv. Foreign Exchange Outflow NIL NIL

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to ihe requirement u/s 217(2AA) or the Companies Act. 1956 with respect to Directors' Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and no material departure has been made from the same.

(II) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profitless of the Company for that period:

(iii) They have taken proper and sufficient care for the maintenance ot adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets ol the Company and to prevent and detect fraud and other irregularities; and

(iv) They have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under review, there were no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of Company during the year.

INTERNAL CONTROLS AND THEIR ADEQUACY

The internal control systems are commensurate to the size of the operation of the Company. Whenever n is required, the systems and procedures are upgraded Id suit the changing business

needs.

STATEMENT PURSUANT TO LISTING AGREEMENT

The company's securities are fisted with Bombay Stock Exchange and it has paid the respective annual listing fees up-to-date and there is no arrear.

The Company has obtained your approval at The Annual General Meeting held on 27th September 2003 to voluntarily de-list the Company's shares from Madras and Calcutta Stock Exchanges and the Company's application for delisting is pending with both the Stock Exchanges

CODE OF CORPORATE GOVERNANCE

A detailed report on Corporate Governance as updated with the particulars of this financial year, as per the directions from SEBI is annexed to this report (Annexure 'A' together with Report of the Auditors on the compliance with the said Code and a report of Management Discussion and Analysis is also annexed separately.

In compliance with the provisions of the Companies Act, 2013 in accordance with the Company's Articles of Association, Mr. RAVI VARMA, Mr. H Arun kumar and Mr.Raman Subramani retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting.

The Company has approached the Institute of Company Secretary and informed about the vacancy and the same has been displayed in the Institute's notice board. Some candidates have applied and a Company Secretary will be appointed at an early date.

Brief resume of the Directors, seeking appointment/ re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Stock Exchanges, is appended to the notice convening the Annual General Meeting.

AUDIT AND AUDITORS REPORT

The retiring auditors, Mr.NM.IIangumaran,, Chartered Accountants have expressed willingness to continue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 141 of the Companies Act, 2013. The Audit Committee and the Board of Directors recommend the re-appointment of Mr.NM.IIangumaran,, Chartered Accountants as Auditors for a further period of one year and to fix their remuneration.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank employees at all levels, Company's Bankers, suppliers, consultants, shareholders, State Government and other statutory bodies for their unstinted and consistent support to the Company,

For and on behalf of the Board of Directors of CCS INFOTECH LIMITED

Director

Place : Chennai Date : 13.05.2014

---

Mar 31, 2012

The Directors have great pleasure in presenting the Fifteenth Annual Report together with Audited Accounts of the Company for the year ended 31st March 2012 and the Auditors'' Report thereon.

FINANCIAL RESULTS

The stand-alone financial results of CCS Infotech Limited for the year ended March 31, 2012 are presented below:-

(Amount In LACS )

Particulars 2011-12 2010-2011

Revenue 10161.14 8209.34

Expenditure 9976.54 8013.14

Profit before Tax & Depreciation 184.87 196.20

Depreciation 60.35 80.39

Profit after Depreciation but before tax 124.52 115.81

Current Tax 43.38 20.88

Deferred Tax 2.83 -11.83

Profit After Tax 78.30 106.76

Balance Brought from Previous Year 934.70 827.94

Balance carried to Balance sheet 1013.00 934.70

Your Company has made a turnover of Rs.10161.14 Lacs as compared to Rs.8209.34 Lacs of previous year and has made a profit of Rs.78.30 Lacs compared to Rs.106.76 lacs previous year.

BUSINESS OUTLOOK

Your Company is the India''s leading Information Technology Solutions provider. CCS had wide range of expertise including Hardware Solutions, Software Development and Networking Services. We are manufacturers, exporters and suppliers of Computers from India.

Your Company presently has the following divisions:

1. Manufacturing – Your manufacturing Plant is situated at Puducherry and has got ISO 9001:2008 and ISO 14001:2004 certifications

2. System Integration – Your Company has partnered with leading IT hardware Companies and has bagged many end to end System Integration orders.

3. Infologics – IT Distribution – Your Company is distributing leading MNC PC brands and MNC power conditioning products presently. New products will be added soon.

4. Services – AMC/FMS – Your Company is providing AMC/FMS to leading companies in different business verticals.

5. Projects and Solutions under BOLT/BOOM – Your Company is presently executing BOLT projects for Public Sector Undertakings and working to achieve 100% growth year on year in this segment.

6. E-Governance – Your Company is presently doing citizen services in Andhra Pradesh and working to get new orders.

Our clientele strength has been the key success to our growth. We have a long-term association with all our clients and most of the new clients are referred by our existing clients. The company designs, develops, manufactures, markets, sells, and supports mobility products, including laptops, net books, tablets, smart phones, desktop PCs, servers and networking products.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit during the year under review.

DIVIDEND

In order to conserve the liquid resources and enhance shareholders value, your directors have not recommended any dividend during the year under report.

SUBSIDIARY COMPANIES

The Company continue to have one Subsidiary i.e., CCS INFOTECH SINGAPORE PTE. LIMITED. As per Section 212 of the Companies Act, 1956, the audited Balance Sheet and Profit & Loss statement along with the respective reports of the Board of Directors and the Auditor''s thereon of the Subsidiary Company for the year ended March 2012 are attached. The Statement pursuant to section 212 of the Companies Act, 1956 also forms part of annual report.

As per the requirement of AS-21/27 issued by the ICAI, your company is pleased to present the consolidated balance sheet, profit and loss account and cash flow statement of the Company and its subsidiary.

INSURANCE

All insurable interests of the Company including buildings, furniture and fixtures and other insurable interest are adequately insured.

STATUTORY STATEMENTS

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

Your Company has activities as detailed below relating to conservation of energy and technological absorption as required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

A. Conservation of Energy

Energy conservation measures taken: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.

Additional investments and proposals, if any, being implemented for reduction of consumption of energy – Nil

B. Technology Absorption and Foreign Exchange earnings & out go

(Disclosure of Particulars with respect 2011-12 2010-11 to technology absorption to the extent applicable)

i. Research & Development (R&D) NIL NIL

ii. Technology Absorption, Adaptation NIL NIL and Innovation

iii. Foreign Exchange Earnings NIL 1167.73

iv. Foreign Exchange Outgo NIL NIL



DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and no material departure has been made from the same.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under review, there were no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of Company during the year.

INTERNAL CONTROLS AND THEIR ADEQUACY

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

STATEMENT PURSUANT TO LISTING AGREEMENT

The company''s securities are listed with Bombay Stock Exchange and it has paid the respective annual listing fees up-to-date and there is no arrear.

The Company has obtained your approval at the Annual General Meeting held on 27th September 2003 to voluntarily de-list the Company''s shares from Madras and Calcutta Stock Exchanges and the Company''s application for delisting is pending with both the Stock Exchanges.

CODE OF CORPORATE GOVERNANCE

A detailed report on Corporate Governance as updated with the particulars of this financial year, as per the directions from SEBI is annexed to this report (Annexure ''A'') together with Report of the Auditors on the compliance with the said Code and a report of Management Discussion and Analysis is also annexed separately.

DIRECTORS AND OFFICERS OF THE COMPANY

In compliance with the provisions of the Companies Act, 1956 in accordance with the Company''s Articles of Association, Mr. S Samkumar and Mr. H Ratnakumar, retire at this Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has approached the Institute of Company Secretary and informed about the vacancy and the same has been displayed in the Institute''s notice board. Some candidates have applied and a Company Secretary will be appointed at an early date.

Brief resume of the Directors, seeking appointment/ re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Stock Exchanges, is appended to the notice convening the Annual General Meeting.

AUDITORS AND AUDITORS REPORT

The retiring auditors, M/s. M.S. Subbiah & Co., Chartered Accountants have expressed willingness to continue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors recommend the re-appointment of M/s.M.S. Subbiah & Co., Chartered Accountants as Auditors for a further period of one year and to fix their remuneration.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank employees at all levels, Company''s Bankers, suppliers, consultants, shareholders, State Government and other statutory bodies for their unstinted and consistent support to the Company.

For and on behalf of the Board of Directors of

CCS INFOTECH LIMITED

M.A.Hasan Abdul Kader H.Ratnakumar

Managing Director Executive Director

Place : Chennai

Date :

---

Mar 31, 2010

The Directors have great pleasure in presenting the Thirteenth Annual Report together with Audited Accounts of the Company for the year ended 31st March 2010 and the Auditors report thereon.

FINANCIAL RESULTS

The stand-alone financial results of CCS Infotech Limited for the year ended March 31, 2010 are presented below:-

(Amount In LACS)

Particulars 2009-2010 2008-2009

Revenue 6834.44 6967.34

Expenditure 6708.18 6836.12

Profit before Tax & Depreciation 126.26 131.22

Depreciation 30.07 22.84

Profit after Depreciation but before tax 96.19 108.38

Current Tax 15.71 26.47

Deferred Tax 1.10 0.40

Fringe Benefit Tax 1.84

Profit After Tax 81.58 79.67

Balance Brought from Previous Year 746.36 666.69

Balance carried to Balance sheet 827.94 746.36

Your Company has made a turnover of Rs.6834.44 Lacs as compared to Rs. 6967.34 Lacs of previous year and has made a profit of Rs. 81.58 Lacs compared to Rs. 79.67 lacs previous year.

BUSINESS OUTLOOK

Your Company presently has the following divisions:

1. Manufacturing - Your manufacturing Plant is situated at Puducherry and has got ISO 9001:2008 and ISO 14001:2004 certifications

2. System Integration - Your Company has partnered with leading IT hardware Companies and has bagged many end to end System Integration orders.

3. Infologics - IT Distribution - Your Company is distributing leading MNC PC brands and MNC pwer conditioning products presently. New products will be added soon.

4. Services - AMC/FMS - Your Company is providing AMC/FMS to leading companies in different business verticals.

5. CCS Zone - Retail- Your Company has multi brand retail stores to cater to consumer segment which is fast growing.

6. Projects and Solutions under BOLT/BOOM - Your Company is presently executing BOLT projects for Public Sector Undertakings and working to achieve 100% growth year on year in this segment.

7. E-Governance - Your Company is presently doing citizen services in Andhra Pradesh and working to get new orders.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year under review.

DIVIDEND

In order to conserve the liquid resources and enhance shareholders value, your directors have not recommended any dividend during the year under report.

SUBSIDIARY COMPANIES

The Company continue to have one Subsidiary i.e., CCS INFOTECH SINGAPORE PTE. LIMITED. As required under Section 212 of the Companies Act, 1956 the Audited Balance Sheet and Profit and Loss Account along with the respective reports of the Board of Directors and the Auditors thereon of the Subsidiary company for the year ended March 31, 2010 are attached. The Statement pursuant to Section 212 of the Companies Act, 1956 also forms part of the Annual Report.

As per the requirement of AS-21/27 issued by the ICAI, your company is pleased to present here the consolidated balance sheet, profit and loss account and cash flow statement of the Company and its subsidiary.

INSURANCE

All insurable interests of the Company including buildings, furniture and fixtures and other insurable interest are adequately insured.

STATUTORY STATEMENTS

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

Your Company has activities as detailed below relating to conservation of energy or technological absorption as required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

A. Conservation of Energy

Energy conservation measures taken: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.

Additional investments and proposals, if any, being implemented for reduction of consumption of energy - Nil

B. Technology Absorption

Form B:

I (Disclosure of Particulars with respect 2009-10 2008-09 to technology absorption to the extent applicable)

i. Research & Development (R&D) NIL NIL

ii. Technology Absorption, Adaptation NIL NIL and Innovation

iii. Foreign Exchange Earnings 1167.73 1642.23

iv. Foreign Exchange Outgo NIL NIL

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and no material departure has been made from the same.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under review, there were no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of Company during the year.

INTERNAL CONTROLS AND THEIR ADEQUACY

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

STATEMENT PURSUANT TO LISTING AGREEMENT

The companys securities are listed with Bombay Stock Exchange and it has paid the respective annual listing fees up-to-date and there is no arrear.

The Company has obtained your approval at the Annual General Meeting held on 27th September 2003 to voluntarily delist the Companys shares from Madras and Calcutta Stock Exchange and the Companys application for delisting is pending with both the Stock Exchanges.

CODE OF CORPORATE GOVERNANCE

A detailed report on Corporate Governance as updated with the particulars of this financial year, as per the directions from SEBI is annexed to this report (Annexure A) together with Report of the Auditors on the compliance with the said Code and a report of Management Discussion and Analysis is also annexed separately.

DIRECTORS AND OFFICERS OF THE COMPANY

In compliance with the provisions of the Companies Act, 1956 in accordance with the Companys Articles of Association, Mr.MA.Hasan Abdul Kaderand Mr.Ravivarma, retire at this Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr.K.S.Narayanan resigned with effect from 30.09.2009 and your Directors place on record their sincere appreciation for the valuable services rendered by him during his tenure as Director.

Mr.S.Sam Kumar was appointed as an Additional Director pursuant to the provisions of section 260 of the Companies Act, 1956, read with 106A of the Articles of Association by the Board of Directors at their meeting held on 30th September, 2009. He holds office as such till the conclusion of the ensuing Annual General Meeting. The Company has received a notice in writing along with a deposit of Rs.500/- from a member as required under section 257 of the Companies Act, 1956 signifying his intention to propose the appointment Mr.S.Sam Kumar as a Director of the Company. Your Directors recommend his appointment as Director of the Company.

The Company has approached the Institute of Company Secretary and informed about the vacancy and the same has been displayed in the Institutes notice board. Some candidates have applied and a Company Secretary will be appointed at an early date.

Brief resume of the Directors, seeking appointment/ re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Stock Exchanges, is appended to the notice convening the Annual General Meeting.

DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" PURSUANT TO REGULATION 3(1 )(E) OF THE SEBI(SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 1997.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

1) Hasan Abdul Kader M A. 2) H.Ratna Kumar 3) H.Kalyani, 4) Umar Farooq and 5) Aysathu Nooriya

AUDITORS AND AUDITORS REPORT

The retiring auditors, M/s. M.S. Subbiah & Co., Chartered Accountants have expressed willingness to continue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors recommend the re-appointment of M/s.M.S.Subbiah & Co., Chartered Accountants as Auditors for a further period of one year and to fix their remuneration.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank employees at all levels, Companys Bankers, suppliers, consultants, shareholders, State Government and other statutory bodies for their unstinted and consistent support to the Company.

For and on behalf of the Board of Directors of CCS INFOTECH LIMITED

M.A. HASAN ABDUL KADER H.RATNAKUMAR

Managing Director Executive Director

Place : Chennai

Date : 4th September, 2010

---

Mar 31, 2009

The Directors have great pleasure in presenting the Twelfth Annual Report together with Audited Accounts of the Company for the year ended 3Ist March 2009 and the Auditors report thereon.

FINANCIAL RESULTS

The stand-alone financial results of CCS Infotech Limited for the year ended March 31, 2009 are presented below:-

(Amount In Rs. )

Particulars 2008-2009 2007-2008

Revenue 696734694.00 586797107.00

Expenditure 683612441.00 574273009.00

Profit before Tax & 13122253.00 12524038.00 Depreciation

Depredation 2284275.00 2707182.00

Profit after Depreciation but 10837978.00 9816916.00 before tax

Current Tax 2647249.00 2231320.00

Deferred Tax 39544.00 382917.00

Fringe Benefit Tax 183866.00 129520.00

Profit After Tax 7967319.00 7073159.00

Balance Brought from Previous 66668799.00 59595640.00 Year

Balance carried to Balance 74636118.00 66668799.00 sheet

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year under review. DIVIDEND

Your Board of Directors plan to retain the profit for expansion activities of the Company, hence no dividend is recommended.

SUBSIDIARY COMPANIES

The Company continue to have one Subsidiary i.e., CCS INFOTECH SINGAPORE PTE. LIMITED, As required under Section 212 of the Companies Act, 1956 the Audited Balance Sheet and Profit and Loss Account along with the respective reports of the Board of Directors and the Auditors Report thereon of the Subsidiary company for the year ended March 3 1, 2009 are attached. The Statement pursuant to Section 212 of the Companies Act, 1956 also forms part of the Annual Report . As per the requirement of AS-21/27 issued by the ICAI, your company is pleased to present here with the consolidated balance sheet, profit and loss account and cash flow statement of the Company and its subsidiary.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Your Company has activities as annexed to this report relating conservation of energy or technological absorption as required to disclose under Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, I988.

Directors Responsibility Statement

Pursuant to the requirement u/s 2I7(2AA) of the Companies Act; 1956 with respect to Directors1 Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and no material departure has been made from the same.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 that period:

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual Accounts on a going Concern basis.

Particulars of Employees

During the year under review, there were no employees covered under Section 2I7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975.

Internal Controls and their Adequacy:

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

Statement Pursuant to Listing Agreement

The companys securities are listed with Bombay Stock Exchange and it has paid the respective annual listing fees up-to-date and there is no arrear.

The Company has obtained your approval at the Annual general Meeting held on 27th September 2003 to voluntarily delist the Companys shares from Madras and Calcutta Stock Exchange and the Companys application for delisting is pending with both the Stock Exchanges.

Code of Corporate Governance

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure A) together with Report of the Auditors on the compliance with the said Code and a report of Management discussion and Analysis is also annexed separately.

Directors

In compliance with the provisions of the Companies Act, 1956 in accordance with the Companys Articles of Association, Mrs. E. Selvarani retires at this Annual General Meeting and being eligible, offers herself for re-appointment,

Mr. K,S. Narayanan was appointed as an Additional Director on 01.10.2008 by the Board of Directors pursuant to the provisions of section 260 of the Companies Act, 1956, and being additional director holds office up to the date of ensuing Annual General Meeting and the Company has received a letter expressing his unwillingness to continue as Director of the Company. Mr. Mohamed Kyesudeen was resigned with effect from 01.102.008 and your Directors place on record their sincere appreciation for the valuable services rendered by him during his tenure as Director.

Brief resume of the Directors, seeking appointment/ re-appointment nature of their expertise as stipulated under clause 49 of the listing agreement with the Stock Exchanges, is appended to the notice convening the Annual General Meeting.

Disclosures of Particulars of Constituting "Group" pursuant to Regulation 3(1 )(e) of the SEBJ(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

Pursuant to an information from the promotes, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

1) Hasan Abdul Kader M A. 2} Rathna Kumar 3) H.Katyani, 4) Umar Farooq and 5) Aysathu Nooriya

COMPANY SECRETARY

The Company has approached the Institute of Company Secretary and informed about the vacancy and the same has been displayed in the Institutes notice Board. Some candidates have applied and a Company Secretary will be appointed at an early date.

Auditors

The retiring auditors, M/s. M.S. Subbiah & Co., Chartered Accountants have expressed willingness to continue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (I B) of the Companies Act, 1956. The Audit committee and the Board of Directors recommend the re- appointment of M.S. Subbiah & Co, Chartered Accountant as Auditors for a further period of one year and to fix their remuneration.

Auditors Report

With regard to the Auditors Report in respect of employees retirement benefits, your Directors wish to state that the Company has not made any provision as there is high turnover of staff.

With regard to their comment that they have not visited any of the Branches for the purpose of the Audit, your Directors wish to state that they have chosen to rely on the data available in the system.

Acknowledgement

The Directors take this opportunity to thank our employees at all levels, Companys bankers, suppliers, consultants, shareholders, State Government other statutory bodies for their unstinted and consistent support to the Company.

For and on behalf of the Board of Directors of CCS INFOTECH LIMITED

M.A. HASAN ABDUL KADER H.RATNAKUMAR Managing Director Executive Director

Place : Chennai Date : 2nd September, 2009