Directors Report of MPS Infotecnics Ltd.

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting before you the Twenty-ninth Annual Report of your Company together with the Audited Financial Statements for the Financial Year ended 31 st March, 2018.

I. FINANCIAL RESULTS

The Financial results of the company for the period under review are as below:

Rs. In lacs
Particulars	2017-18 Standalone	2017-18 Consolidated	2016-17 Standalone	2016-17 Consolidated
Income from operations	7,705.11	7,776.73	18,643.49	20,328.15
Other Income	685.87	685.87	140.29	145.74
Total Income	8,390.98	8,462.60	18,783.78	20,473.89
Total Expenditure	7,907.46	7,979.46	18,783.27	20,476.71
Profit / (Loss) Before Interest, Depreciation & Tax	483.52	483.14	0.51	(2.82)
Interest	321.17	321.17	40.04	40.04
Depreciation	162.53	162.53	106.84	106.84
Profit before Tax	(0.18)	(0.56)	(146.37)	(149.70)
Provision for Taxation
a) Current Tax	-	-	-	-
b) Earlier year (Net)	(360.29)	(360.29)	-	-
c) Deferred Tax	108.98	108.98	(61.38)	(61.38)
Profit / (Loss) after Tax	251.13	250.74	(84.99)	(88.32)
Profit b/f. from previous year	(2,536.02)	(2,535.14)	(2,451.03)	(2,446.82)
Balance carried to Balance Sheet	(2,284.89)	(2,284.40)	(2,536.02)	(2,535.14)
Transfer to General Reserve	-	-	-	-
Paid-up equity Share Capital (Face value - Re. 1/-)	37,744.37	37,744.37	37,744.37	37,744.37
Reserves & Surplus	7,485.12	8,141.01	7,229.86	7,884.17

II. DIVIDEND

In order to plough back its resources, the Board has decided not to recommend any dividend for the year ended 31st March 2018.

III. RESERVES

No amount is being carried to reserves.

IV. SHARE CAPITAL

There is no change in the issued, subscribed and Paid-up equity share capital of the company

V. CHANGES IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your company during the year under review

VI. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

SEBI vide its letter dated 7th August 2017, took pre-emptive interim measures under section 11(1) of SEBI Act in respect of listed shall companies which included the name of your company also. SEBI directed stock exchanges to place trading restrictions on promoters / directors and place the scrip in the trade to trade category with limitation on the frequency of trade and imposed a limitation on the buyers by way of 200% deposit on the trade value. The said measures were directed by SEBI pending final determination after verification of credentials and fundamentals by the Stock Exchanges, including by way of Audit and forensic audit, if necessary.

Pursuant to the above, National Stock Exchange (NSE) vide notice dated August 7, 2018 addressed to all its market participants, initiated actions envisaged in SEBI letter dated August 7, 2018 in respect of all the listed companies including your company w.e.f. 8th August 2017.

Your company had thereafter made representation, provided the stock exchange, on their request, the Auditors Certificate, inter alia to following effect:

(a) Status of filing of Income Tax Returns for the last three years and status of disputes, if any, pending with the Income Tax Department.

(b) Status w.r.t. your company''s compliance with all requirements of Companies Act and Annual Returns filed during last three years; Your Company also provided Secretarial Audit Reports for the last three years.

(c) Description of business model along with Bank statements of last year with active / dormant status, evidencing the company is a going concern

(d) Status of Company w.r.t. defaults to any bank / financial institution

(e) Status of compliance with all the listing regulations requirements for a period of last three years

Your company was given an opportunity of personal hearing in the matter by NSE. Pursuant to which NSE had submitted its report to SEBI, however, SEBI directed the Stock Exchanges to dispose of the representations received by them directly from the company.

NSE thereafter given another opportunity of personal hearing in the matter to your company in the month of December 2017 and raised certain queries and sought your company''s reply in writing which was provided to NSE in January 2018. On 10th January 2018, disposed of your company’s representation and modified the actions envisaged in SEBI’s letter dated August 7, 2018.

The above directions took effect from the date of orders i.e. 10th January 2018 and are still in force.

The NSE thereafter sometime in the month of February 2018 appointed M/s. M.K. Aggarwal & Co. as the forensic Auditor to conduct audit of the company. Your company has fully co-operated with the said auditors and had concluded their audit. We presume that the said forensic auditors might have forwarded their report to the Stock Exchange, though there is no communication either from the Forensic Auditors or from the Stock Exchange.

VII. BUSINESS PERFORMANCE / FINANCIAL OVERVIEW

THE COMPANY IS PRESENTLY ENGAGED IN THE FOLLOWING AREAS:

- IT Solutions & Products, which comprise of:

System Integration and Networking Solutions (Including Hardware)

Enterprise Software

Trading of UID Kit

The entire business has three modes of execution of business i.e. Trading of Hardware and Peripherals; Establishing IT Infrastructure and Customization and up-gradation. The Company, based on the orders, procures material from leading Dealers and Distributors of leading brands of IT and IT Infrastructure product manufacturers like HP, Samsung, LG, Lenovo, Dell, Acer, etc. thereafter the same are supplied.

- IT Enabled Services comprising of:

Domain Registration & Web Hosting Services

VAS & IT enabled Services

Aadhaar Enrolment

Printing of Election Cards

SignDomains™ is India’s first ICANN Accredited domain registrar which offers on-line domain registration of top level domains (TLD) including .com .net .org .info .biz .in etc. Catering to a global client base through its on-line presence and secure payment gateway. SignDomains^TM has several corporates, large portals, resellers and end-users as its clientele.

The Company has tied up with various top level TLDs and offer these TLDs to our clients through its network of over 400 Re-sellers as well as directly by the Company.

MPS offers web-hosting solutions on MPS dedicated servers located at server farms and data centres located in US.

Value added services like SMS, payment gateways, messaging, e-identity management, e-commerce are available for corporate clients and other businesses.

The Company was engaged by CSC e-Governance Services India Ltd. a Central Government organization for providing support for the implementation of the Election project in the state of Gujrat. We were also engaged by CSC e-Governance Services India Ltd. for printing of Election Cards.

- Telecommunication, through web portal www.uvapoint.com comprising of

DTH, Postpaid, prepaid mobile recharge;

Insurance;

Ola Car booking

The Company is aggressively working on capitalizing on the ever-growing telecom enabled services market in India. It has firmed up plans to push UVA Point - a retail platform - to offer a host of telecom enabled services to customers ranging from prepaid mobile top-up, post-paid mobile bill payment, DTH recharge, landline bill payments, data-card recharge / payments bulk SMS, mobile application and software application. The company has tied up with ANI Technologies Pvt. Ltd. for booking of OLA cabs through our web portal www.uvapoint.com. Now our customers who do have smart phones, can book a cab through our web portal www.uvapoint.com. The company has also tied up with Easy Policy Easy policy is an insurance web aggregators licensed as such by IRDA. The tie-up with Easy Policy has enabled insurance market place at UVApoint. Now our retailers can show an interested customer different offers from several insurance providers and customer can choose the best one as per his choice which in turn enables our retailers and the company to generate additional income from insurance services. Effective training of retailers and customer care services will back this activity.

In the fiscal year 2017-18 the consolidated revenues decreased to Rs. 7776.73 lacs from Rs. 20328.15 lacs during the previous year, whereby registering decline in revenues by 61.74%. The consolidated Profit / (Loss) before interest, depreciation and tax (EBIDT) is at Rs. 483.13 lacs as compared to loss of Rs. 2.82 lacs suffered by the company during the previous year. The consolidated Profit / (Loss) after Tax (PAT) during the financial year under review was Rs. 250.74 lacs as compared to loss of Rs. 88.32 lacs.

During the financial year under review the company had earned profits after tax of Rs. 1680.20 lacs which is on account of sale of one of the properties of the company and reversal of Income tax along with interest charged in earlier years.

During the Financial year 2017-18 the standalone revenues declined to Rs. 7705.11 lacs from Rs. 18643.49 lacs during the previous year, whereby registering a decline in revenues by 58.67%. Though there has been an increase in profits aftertax of Rs. 251.13 lacs as compared to a loss of Rs. 84.99 lacs suffered by the company during the previous year. The profits again is on account of sale of one of the company’s property and reversal of income tax along with interest charges in earlier years.

Segment wise Performance

The segment wise revenues and profits are tabulated hereunder:

Segment	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Segment Revenue
IT Solutions & Products	196.55	591.68	196.55	591.68
IT enabled Services	50.14	112.38	50.14	112.38
Telecommunications	7530.05	19624.09	7458.43	17939.43
Total Revenues	7776.73	20328.15	7705.12	18643.49
Segment Results - Profit / (loss) before Interest and tax)
IT Solutions & Products	(324)	(15.09)	(324)	(15.09)
IT enabled Services	4.13	10.25	4.13	10.25
Telecommunications	(186.79)	(123.99)	(186.41)	(115.21)
Total	(185.91)	(128.84)	(185.52)	(120.06)
Less: Interest	321.16	40.04	321.17	40.04
Less: Other un-allocable Expenditure net off.	179.36	126.56	179.36	126.57
Add: Un-allocable Income	685.87	145.74	685.87	140.03
Profit before Tax	(0.56)	(149.70)	(0.18)	(146.37)

There has been a sharp decline in the business of the company which is mainly attributable to stiff competition both from the organized sector and unorganized sector, low margins and long credit periods. The company is still to come out of the effects of de-monetization. All the segments in which the company is engaged are under performing and your Company is taking stern steps to increase its market share.

In its endeavor to increase its market share in its existing business your company has decided to sell its stake in its subsidiaries subject to the approval by the shareholders in this Annual General Meeting and focus on its core business of development of enterprise software and Domain registration and web-hosting and Telecommunication.

Your company is optimistic and expects to generate revenues in the times to come.

MPS was registered with UIDAI as one of its enrolment agency for Aadhaar Card. However, due to technical issues and change in policy of appointment of Aadhaar Agency, your company could not meet the requirements hence the companys application for renewal had been kept pending by the Authority. Now that your company is able to meet the Policy requirements of Aadhaar Enrolment Agency, the company would again be applying for registration. Your company is hopeful that it would again get itself registered with UIDAI as an Enrolment Agency.

During the year under review the shares of your company were put under GSM Grade VI surveillance w.e.f. 7th August 2017 by the Stock Exchanges where the shares of your company are listed. Your Company made its representation before the National Stock Exchange, however, the Exchange appointed M/s. M.K. Aggarwal & Co. to conduct Forensic Audit of your company. Your company has fully co-operated with the said auditors and concluded their audit. We hope that they might have by now submitted their report to National Stock Exchange. Your company is yet to receive any communication in this regard from the Stock Exchange.

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and to the date of the report.

In summary, your company is well positioned in the markets it serves with a broad range of service offerings and a diversified customer base.

VIII. DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES COMPANIES

Currently Your Company has three wholly owned foreign subsidiary Companies namely:-

M/s Axis Convergence Ltd. (Incorporated in Mauritius), M/s Greenwire Network Ltd. (Incorporated in Hong Kong) and Opentech Thai Network Specialists Co. Ltd. (OTNS) (Incorporated in Thailand).

In the last Annual General Meeting of the company held on 29th September 2017, the members had approved disinvestment in Opentech Thai Network Specialists Co. Ltd. (OTNS) a company incorporated in Thailand, however, the resolution approving disinvestment could not be given effect. Now the company is proposing to disinvest in all its subsidiaries to enable it to concentrate its businesses in India.

There has not been any material change in the nature of the business of the subsidiaries though the revenues have declined. During the year, the Board of Directors reviewed the affairs of the subsidiaries.

Performance and financial position of each of the Subsidiaries, Associates and Joint Venture companies included in the Consolidated Financial Statements:

The performance and financial position of the subsidiaries, associate companies and joint venture companies included in the consolidated financial statement is provided in accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 containing the salient features of the financial statement of Company’s subsidiaries/joint ventures or associate companies in Form AOC- 1 in “Annexure I” to this report.

The Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards Ind AS 110 issued by The Institute of Chartered Accountants of India and shown the financial resources, assets, liabilities, income, profits and other details of your Company and its subsidiaries as a single entity, after elimination of minority interest.

The statement also provides the details of performance and financial position of each of the subsidiaries. In accordance with section 136 of the Companies Act, 2013 Audited Financial Statements, including the consolidated financial statements and related information of the Company and Audited Accounts of each of its subsidiaries, are available on our website www.mpsinfotec.com. These documents will also be available for inspection till the date of the AGM during business hours at our registered office in New Delhi.

There are no subsidiaries, joint venture, or associate companies, which ceased to be the subsidiaries, joint ventures or associate companies during the year as prescribed under Rule 8(5) (iv) of the Companies (Accounts) Rules, 2014.

The policy for determining Material Subsidiaries formulated by the Board of Directors is disclosed on the Company''s website and is accessible on http://www.mpsinfotec.com

IX. HUMAN RESOURCES

Your Company is of the view that while Technology can enable processes but it is the People who actually make things happen. In a journey of delivering tangible business value to stakeholders, Associates are envisioned as a strategic differentiator for the Company.

Your Company promotes an empowered and collaborative work environment where leaders stay engaged with the Associates and encourage them to challenge conventional thinking. Our employees are our biggest assets. To meet the evolving need of our clients, our priority is to attract and engage the best talent in the right locations with the right skills.

Your Company is committed to providing a comprehensive employment experience to Associates with the flexibility to balance both professional and personal commitments. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership. Your Company invests substantially in employee engagement to motivate employees and encourage social communication and collaboration. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

X. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review all Independent Directors have given declaration that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

In order to strengthen the Board of the Company, the Nomination & Remuneration Committee recommended the candidature of Mr. Rachit Garg, DIN No. 07574194, to the office of Director of the Company. Consequent upon the recommendation by the Nomination & Remuneration Committee, the Board of Directors in its meeting held on 30th May 2018 appointed Mr. Rachit Garg, DIN No. 07574194, as an additional director pursuant to the provisions of section 161 of the Companies Act, 2013, who holds office up to the date of this Annual General Meeting and being eligible offers himself for this appointment as Non-Execution, Non-Independent Director of the Company liable to retire by rotation.

Pursuant to the provisions of section 160 of the Companies Act, 2013, the Company has received notice in writing from a member of the company, proposing Mr. Rachit Gargs candidature as Director of the company.

Mr. Rachit Garg is an MBA Finance & Marketing from UP Technical University, Meerut apart from being a Commerce Graduate from Chaudhary Charan Singh University, Meerut. He has a rich experience of over 7 years in Accounts & Finance. He had earlier worked with Geiper Consulting Pvt. Ltd. in the Accounts & Finance Department and he specializes in marketing of financial products.

Your company will be immensely benefited from his expertise and experience and therefore recommends his appointment as a Board Member.

During the year under review, Mr. Peeyush Kumar Aggarwal, DIN NO. 00090423, Mr. Manoj Jain, DIN NO. 02573858 and Mrs. Madhu Sharma, DIN NO.06947852 were the directors of the Company.

During the year Mr. Rahul Meena, Chief Executive Officer resigned with effect 12th July, 2017. Further the

Board, upon the recommendation of the nomination and remuneration committee, unanimously appointed Mr. Peeyush Kumar Aggarwal as Managing Director of the Company with effect from 3rd January, 2018.

Mr. Peeyush Kumar Aggarwal has a very long association with the Company i.e. he had been as the Board for the past nearly 2 decades and he is also the promoter of the Company. Mr. Peeyush Aggarwal, aged 55 years, is a Fellow Member of the Institute of Chartered Accountants of India. He has extensive experience of over 29 years in the field of Finance and Taxation; Corporate Laws; Project Management; strategic business planning etc. He is first generation Entrepreneur having a clear business vision. His business interests today are in the areas of Information Technology; Telecom; VAS; Animation and Gaming; Digital Cinema; Pharma; Real Estate; Construction & Hospitality; Garment Exports; and Broking (Shares, Commodities, Insurance). Other details required to be disclosed in terms of the provisions of Secretarial Standard on General Meetings form part of the Notice.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company except infusion of funds by Mr. Peeyush Kumar Aggarwal for the smooth functioning of the Company.

Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Peeyush Kumar Aggarwal, Managing Director, Mr. Sanjay Sharma, Chief Financial Officer and Miss. Garima Singh, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company during the year.

XI. COMMITTEES OF THE BOARD

As on March 31, 2018, the Board had five committees namely: the audit committee, the nomination & remuneration committee, the stakeholders'' relationship committee, Corporate Social Responsibility and Risk Management Committee. All Committees consists of Independent Directors. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Annual Report.

XII. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has devised a policy on evaluation of performance of Board of Directors, Committees and Individual directors. Accordingly, the Chairman of the Nomination and Remuneration Committee obtained from all the board members duly filled in evaluation templates for evaluation of the Board as a whole, evaluation of the Committees and peer evaluation. The summary of the evaluation reports was presented to the respective Committees and the Board for their consideration.

The Board of Directors of your company has laid down Policy on appointment and removal of Directors, Key Managerial Personnel and Senior Management. The Board of Directors has also adopted Policy on Remuneration of the Directors, Key Managerial Personnel and other Employees. The said policies are available on the company’s website www.mpsinfotec.com, extracts of which are provided in Annexure - II to this report.

The Company''s Policy on Appointment and Removal of Directors, KMPs and Senior Management, includes inter alia Succession Plan for the Board of Directors, KMPs and Senior Management. The Policy on Director’s appointment and remuneration also includes criteria for determining qualifications, positive attributes, independence of Director and also remuneration for key managerial personnel and other employees, forms part of the Corporate Governance Report of this Annual Report.

The Company has laid down a policy on training for Independent Directors as part of the governance policies.

The Board Members are regularly updated on changes in Corporate and allied laws, Taxation laws & matters thereto. MD along with Senior Management conducts exclusive sessions for the Board Members sharing updates about the Company''s business strategy, operations and the key trends in the IT industry relevant for the Company. These sessions generally coincides with the Board Meetings. These updates help the Board Members to keep themselves abreast with the key changes and their impact on the Company.

The details of programs for familiarization of the Independent Directors with the Company are available on the Company’s website and can be accessed at the weblink; www.mpsinfotec.com

XIII. MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met on May 30, 2018 to review the performance of non-independent directors, the Board as a whole for the FY 2017-18. The Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Directors in their separate meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

XIV. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statement relate and the date of the Report except that Mr. Rachit Garg, was appointed as an Additional Director of the Company w.e.f. 30th May 2018.

XV. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on the representation(s) received from the Operating Management and after due enquiry, confirm that:

a) in the preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies are consistently applied and reasonable, made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had 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;

d) the Directors had prepared the annual accounts on a [going concern basis''.

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the company, work performed by the Internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

XVI. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has internal financial controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly & efficient conduct of the business, including adherence to the Company''s policies, the safe guarding of assets, the prevention & detection of frauds & errors, the accuracy & completeness of accounting records and timely preparation of reliable financial information

XVII. AUDITORS

Statutory Auditor

M/s. RMA& Associates LLP, Chartered Accountants, had been the statutory auditors of the Company and had been conducting Audit of your company since 2008-09. Pursuant to the provisions of section 139(2) which states that, "No listed Company or a company belonging to such class or classes of Companies as may be prescribed, shall appoint or re-appoint ?

(a) An individual as auditor for more than one term of five consecutive year; and

(b) An audit firm as auditor for more than two terms of five consecutive years

In terms of the said provisions and rules framed thereunder, M/s. RMA & Associates LLP, Chartered Accountants, Firm Registration no. 000978N have completed two terms of five consecutive years, therefore, the company has to appoint a fresh Chartered Accountant, to conduct audit of the company.

The Audit Committee, in its meeting held on 14th August 2018 had recommended the appointment of M/s. Nemani Garg Agarwal & Co., (Firm''s Registration No. 010192N), Chartered Accountants (CAs), Delhi as the Statutory Auditors of the Company and the Board of Directors in their meeting held on 14th August 2018 have also recommended their appointment as the statutory auditors of the Company for a period of 5 years commencing from the conclusion of this Annual general Meeting till the conclusion of the Annual General Meeting of the Company to be held in the Year 2023.

Brief Profile of Nemani Garg Agarwal & Co.

Nemani Garg Agarwal & Co. is a leading chartered accountancy firm rendering comprehensive professional services which include Audit, Management Consultancy, Tax Consultancy, Accounting Services, Manpower Management, Secretarial Services etc.

Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists of distinguished Chartered Accountants, Corporate Financial Advisors and Tax Consultants. The firm represents a combination of specialized skills, which are geared to offers sound financial advice and personalized proactive services. Those associated with the firm have regular interaction with industry and other professionals which enables the firm to keep pace with contemporary developments and to meet the needs of its clients.

Your company has received written consent of the auditor to such appointment in terms of Section 139 & 141 of the Companies Act, 2013, as amended, and have also obtained a certificate in terms of Rule 3 & 4 of the Companies (Audit & Auditors) Rules, 2014, to the effect that it is eligible for appointment and is not disqualified for appointment under the act, Chartered Accountants Act, 1949, and rules and regulations made thereunder; the proposed appointment is as per the term provided under the Act; the proposed appointment is within the limits laid down by or under the authority of the Act; and that there are no proceedings against the firm or any partner of the firm pending with respect to professional matter of conduct before the Institute of Chartered Accountants of India or other competent authority or court; that they satisfy the criteria as provided under section 141 and other provisions, if any, of the Companies Act, 2013,

Further pursuant to the provisions of section 139 read with Rules framed thereunder, the resolution appointing M/s. Nemani Garg Agarwal & Co, is being placed for consideration by the members in the ensuing Annual General Meeting.

None of the Directors and Key Managerial Personnel of the Company and their relatives, in any way and / or manner, deemed to be concerned or interested financially or otherwise, in the Ordinary Resolution as set out in the Notice.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board on the recommendation of the Audit Committee appointed M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the FY 2018-19.

Internal Auditors

Pursuant to the provisions of Companies Act, 2013, and Rules thereunder, the Board of Directors on the recommendation of the Audit Committee has appointed M/s. Sanghi & Co., Chartered Accountants as the Internal Auditor of the Company for the FY 2018-19.

XVIII. AUDITOR’S REPORT

The observations made in the Auditors’ Report are as under:

1. The Company has shown in the balance sheet, bank balances in Banco Efisa (Lisbon Portugal) amounting to Rs. 350,977,439/- (USD8,883,210.75) which the bank has adjusted and the matter is in the court of law. Consequently the bank balances shown in balance sheet is overstated by Rs. 350,977,439/.

2. The Company has increased its Authorized Capital from Rs. 52.45 Crores to Rs. 377.50 crores during the period of FY-2010-11 to FY 2012-13, ROC fees of Rs. 4.88 crores towards the same stands payable, under the head “Other Current Liabilities” in the financial statements.

3. Income Tax for the Assessment year 2013-14 amounting to Rs. 20.80 lacs and interest thereon is payable.

Report of the Statutory Auditor is annexed with the Annual Report, however, as regards qualifications made by the AuditorsCin their report your directors state as under:

1. The funds raised by the Company from GDR issue during F.Y. 2007-08 were kept in fixed deposit account with Banco Efisa, Lisbon, Portugal, as the said amount was to be deployed in terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09, Banco Efisa, the Bank in Portugal, wrongly debited an amount of USD 8,883,210.75 out of the balance lying in the Company''s Account with the Bank. The Company has denied and disputed this debit and had initiated legal action under criminal jurisprudence of Portuguese Law. During the criminal investigation, several new facts/documents have come to our knowledge and based on the evaluation of new facts/documents by Barristers, Senior Advocates and investigation carried out in India, London and Portugal; your Company has initiated a strong civil action for recovery of USD 8,883,210.75, along with interest, against Banco Efisa and its Holding Company, wherein our Portuguese advocates confirm that the chances of recovery are very high. The suit filed by your company before Portuguese courts is presently pending adjudication.

2. The Company had increased its authorised capital during the Financial Year 2010-11 to 2012-13, however, due to technical issues necessary forms along with the fees w.r.t. increase in authorised Capital could not be filed and paid. Meanwhile, the schedule of fees was increased as per the Companies Act, 2013. However, the authorised capital was increased prior to the applicability of Companies Act, 2013. Yet the ROC demanded fee as per the schedule under the Companies Act, 2013, retrospectively which is much higher than the fees payable under the Companies Act, 1956. Representations made with the Ministry of Corporate Affairs did not yield any results hence the company has filed a Writ Petition bearing No. WP(C) 5199 of 2015 before the Hon’ble High Court of Delhi challenging the applicability of provisions prescribed under Para 3 of Table B under Registration of Offices and Fees Rules 2014 which is pending adjudication.

3. As regards Auditors’ remarks w.r.t. Income Tax for the Assessment year 2013-14 amounting to Rs. 20.80 Lacs and interest thereon is payable. It is stated that your company has already provided for the amount payable towards Income Tax for AY 2013-14 along with interest hence this liability has no further impact on the profits / retained earnings of the reported period of the Company.

The Audit Report prepared by the Statutory Auditors forms part of this Annual report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Kundan Aggarwal & Associates, Practicing Company Secretary, Delhi to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is provided as Annexure-lll. There are no qualifications, reservation or adverse remark or disclaimer made in the Secretarial Audit Report

Reporting Of Frauds By Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor or the Internal Auditors have reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board Reports.

XVII. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in the prescribed Form MGT-9 is annexed as Annexure-IV, which forms part of this report.

XVIII. PARTICULARS OF EMPLOYEES

The ratio of the remuneration of whole-time director and key managerial personnel (KMP) to the median of employees remuneration as per section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boards Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to all the members of the Company and others entitled thereto, excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company. The said information shall also be made available for inspection at the registered office of the Company during working hours.

XIX. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company''s website at http://www.mpsinfotec.com/policies.htm. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are entered in the ordinary course of business and are at Arm’s Length.

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the Directors have any material pecuniary relationships or transactions with the Company except to the extent of their shareholding.

Pursuant to Section 134 (3)(h) of the Companies Act, 2013 and Rules made thereunder, particulars of transactions with related parties as required under section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed herewith as Annexure-V.

XX. OBLIGATION OF COMPANY UNDERTHE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is an equal opportunity provider and consciously strives to build a work culture that promotes the dignity of all employees. As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace.

The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

XXI. CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding Compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee also forms part of Report on Corporate Governance.

XXII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations forms part of this Report as Annexure VI.

XXIII. RISK MANAGEMENT POLICY

In terms of the requirement of the Companies Act, 2013 the Company has developed and implemented the Risk Management Policy. The Audit Committee and the Board reviews the same periodically.

The Risk Management Committee of the Board of Directors periodically reviews the Risk Management framework, identified risks with criticality and mitigation plan.

The company has also laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

XXIV. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The particulars of the loans, guarantees and investments have been disclosed in the financial statements.

XXV. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of Companies Act, 2013, Company has constituted a CSR Committee, the details of which are available on the website of the Company (URL: www.mpsinfotec.com/investors). Due to inadequacy of profit the Company had not contributed any amount towards CSR activities as required under the CSR Rules, 2014.

The Corporate Social Responsibility Committee of the Company has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company’s website at the link: http://www.mpsinfotec.com/pdf/ Coporate-Social-Responsibility (CSR)%20Policy-Final.pdf

1. The company’s CSR Policy intends to:

- Strive for economic development that positively impacts the society at large with minimal resource footprint.

- Embrace responsibility for the Company''s actions and encourage a positive impact through its activities on hunger, poverty, malnutrition, environment, communities, stakeholders and the society.

2. The Composition of the CSR Committee during the Financial Year 2017-18 was:

Mr. Peeyush Aggarwal	Promoter/Non-Executive Director and Chairman of the Committee till 2nd January 2018 and thereafter as Managing Director and Chairman of the Committee.
Mr. Manoj Kumar Jain	Independent Director and Member of the Committee.
Mrs. Madhu Sharma	Independent Director and Member of the Committee.

3. Average net profit (Loss) of the company for last three financial years: (Rs. 38,019,063.33p)

Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Since the average net profits for preceding 3 financial years are in negative, therefore no amount that is required to be spent by the Company as CSR expenditure.

4. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year; Nil

(b) Amount unspent, if any; Nil

(c) Manner in which the amount sent during the financial year is detailed below.

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
S. No.	CSR Project or activity identified	Sector in which the Project is covered	Projects or Programs (1) Local Area or other (2) Specify the State and district where projects or programs was undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs Sub-heads: (1) Direct expenditure on projects or programs (2) Overheads	Cumulative expenditure upto the reporting period	Amount spent direct or through implementing agency
Not Applicable since the company had suffered losses during the last three years

XXVI. DISCLOSURE REQUIREMENT

As per Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015, corporate governance report with auditors’ certification thereon and management discussion and analysis are attached and forms part of this report.

Details of familiarization programme of the independent directors are available on the website of the Company (URL: www.mpsinfotec.com/investors).

Policy on dealing with related party transactions is available on the website of the Company (URL: www. mpsinfotec.com/investors).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Regulation 22 of the listing agreements with Stock Exchanges. (URL: www.mpsinfotec.com/investors).

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The remuneration policy is also available on the company’s website. (URL:www.mpsinfotec.com/investors).

XXVII. DEPOSITS

Though Your Company has not accepted any fixed deposits and, as such, no amount of Principal or interest on deposits from public was outstanding as of the date of balance sheet yet pursuant to the provisions of Chapter V of the Act, below is the details relating to deposits:

S.No	Particulars	Amount *Rs.) / Remarks
(a)	accepted during the year	Nil
(b)	remained unpaid or unclaimed as at the end of the year	Nil
(c)	whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved	N.A since the company has not accepted any deposits
	(i) at the beginning of the year (ii) maximum during the year (iii) at the end of the year	Nil Nil Nil

XXVIII. SECRETARIAL STANDARDS

The Company has complied with the provisions of the applicable secretarial standards, i.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standards on General Meeting).

XXIX. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is mainly engaged in the business of IT and IT enabled services, providing solutions to the customers. The operations of your Company are accordingly not energy intensive. However, adequate measures are taken to conserve energy and ensure its optimum consumption by using and purchasing energy-efficient equipments. Your Company is committed to follow a high standard of environmental protection and provision of a safe and healthy work place for our people, customers and visitors. As energy costs comprise a very small part of our total expenses, the financial impact of these measures is not material. The company has not imported any technology during the year under review.

XXX. RESEARCH & DEVELOPMENT

Your Company strives to deliver high quality services to its customers and in such endeavor, constantly invests in and undertakes research & development aimed at improving its solutions. MPS has a dedicated business unit for Research & Development which delivers innovative solutions to clients and also fosters R&D within all business units to create intellectual property in the form of re-usable components, frameworks, etc., which help drive greater productivity. The company is carrying on R and D in multiple forms, but all of these are focused on better efficiency through continuous improvement in processes, systems methodologies and capabilities. Your company is committed to provide I.T. solutions that are innovative and continuously upgraded in keeping with emerging technology trends by a motivated workforce that includes R and D group, on time; all the time; resulting in maximizing stake holder’s value. We have continued to invest in some fundamental research involving small budget with long term perspective. In order to excel at new operations and activities. MPS stress is on continuous innovation and research, based on market requirements and customer expectations.

XXXI. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of foreign exchange earnings and outgo are as follows:

(Rs. In Lacs)
Particulars	Year ended 31.03.2018	Year ended 31.03.2017
Foreign exchange earnings	0.74	20.64
Foreign exchange Outgo	16.56	29.24

XXXII. ACKNOWLEDGEMENTS

The Board of Directors acknowledges their deep appreciation to our customers, vendors, Financial Institutions, Business Associates, Bankers and all other Stakeholders for their continued co-operation and support to the Company.

The Board places its special appreciation and values the trust reposed and faith shown by every shareholder of the Company.

The Board places on record its deep appreciation for the cooperation extended by Auditors of the Company. Further, the Board wishes to record its deep gratitude to all the members of MPS family for their whole hearted support. The Board is also confident that the employees will continue to contribute their best in the year to come.

For and on behalf of the Board

MPS Infotecnics Ltd.

Place : New Delhi SD/-

Date: 31st May, 2018 Peeyush Aggarwal

Chairman & Managing Director

DIN No. 00090423

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report of Visesh Infotecnics Limited together with the Audited Accounts of the Company, for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial Results of the Company for the period under review are as follows: -

(Rs. in lacs)

PARTICULARS 2013-14 2013-14 2012-13 2012-13 Standalone Consolidated Standalone Consolidated

Income from Operations 17562.37 24601.56 24,882.95 33,039.99

Other Income 17.71 20.48 9.88 9.91

Total Income 17580.08 24622.04 24,892.83 33,049.9

Total Expenditure 20601.12 27626.26 21,958.15 30,072.6

PBID & Tax (3021.04) (3005.09) 2,934.68 2,977.30

Interest 217.23 217.23 287.08 294.33

Depreciation 166.12 166.12 1353.06 1,353.06

Profit before Tax (3404.39) (3388.44) 1,294.54 1,329.91

Provision for Taxation - - 249.00 260.68

Deferred Tax (52.79) (50.98) 108.79 108.79

Profit After Tax (PAT) (3351.60) (3337.46) 936.75 960.42

Profit b/f from previous Yr. 5130.60 5225.26 4,193.85 4,264.84

Balance Carried to B/Sheet 1779.00 1887.80 5,130.60 5,225.26

Paid up Equity Share Capital 37744.37 37744.37 37,744.37 37,744.37

Reserve & Surplus 6513.12 7122.20 9684.73 10,401.27

Company''s performance

For the financial year ended March 31, 2014, the Company has suffered a net loss after tax of Rs. 33.52 Crores as against a net profit after tax of Rs. 9.37 Crores for the financial year ended March 31, 2013. Their is a loss during the year under review as there were returns of software goods which the company had sold on approval basis during the FY 2012-13. On consolidated basis, revenue from operations for the financial year 2013-14 amounted to Rs. 24,601.56 lacs (Rs. 33,039.99 lacs in 2012-13).

DIVIDEND

In view of the loss suffered in your Company no dividend is recommended for the year ended March 31, 2014.

SUBSIDIARY

Your Company has Three wholly owned foreign subsidiary Companies namely:- M/s Axis Convergence Ltd. (Incorporated in Mauritius), M/s Greenwire Network Ltd. (Incorporated in Hongkong), M/s Opentec Thai Network Specialists Ltd. (OTNS) (Incorporated in Thailand).

In terms of the General Circular No.2/2011 dated February 8, 2011, issued by Ministry of Corporate Affairs, Government of India, under Section 129 of the Companies Act, 2013, granting general exemption to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the circular, Financial statement of the subsidiary is not attached to the Balance sheet of the Company. The Company will make available the Annual Accounts of the subsidiary to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary will also be kept open for inspection at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required by clause 41 of the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with Accounting Standard AS-21 on ''Consolidated Financial Statements'', as issued by the Institute of Chartered Accountants of India, is attached herewith and the same together with Auditor''s Report thereon forms part of the Annual Report of the Company.

PUBLIC DEPOSITS

The Company has not invited/ accepted any fixed deposits from public during the year under review.

GDR ISSUE

The funds raised by the Company from GDR issue during F.Y. 2007-08 were kept in fixed deposit account with Banco Efisa, Lisbon, Portugal, as the said amount was to be deployed in terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09, Banco Efisa, the Bank in Portugal, wrongly debited an amount of USD 8,883,210.75 out of the balance lying in the Company''s Account with the Bank. The Company has denied and disputed this debit and had initiated legal action under criminal jurisprudence of Portuguese Law. During the criminal investigation, several new facts/documents have come to our knowledge and based on the evaluation of new facts/documents by Barristers, Senior Advocates and investigation carried out of in India, London and Portugal; your Company has initiated a strong civil action for recovery of USD 8,883,210.75, alongwith interest, against Banco Efisa and its Holding Company, wherein our Portuguese advocates confirm that the chances of recovery are very high.

BOARD OF DIRECTORS

Mr. S.N. Sharma, Independent Director, Mr. Adesh Jain, Independent Director, and Mr. Anil Jindal, Independent Director, on the Board of your Company, due to their pre-occupation resigned from the Directorship of the Company w.e.f14th November 2013, 29th May, 2014 and 2nd June, 2014 respectively.The Board of Directors of your Company sincerely appreciates the valuable services rendered by the Directors of your Company.

Mr. Brahm Dutt Sharma and Mr. Manoj Kumar Jain had been appointed as Additional Directors of the Company in the Board Meeting held on 2nd June, 2014. As per the provisions of Section 161 of the Companies Act, 2013, they hold office upto the date of the forthcoming Annual General Meeting of the Company, and are eligible for appointment as Independent Directors. The Company has received notice under Section 160 of the Act, proposing their appointments as Director of the Company. Resolutions seeking approval of the shareholders for the appointment of Mr. BrahmDutt Sharma and Mr. Manoj Kumar Jain as Independent Directors of the Company have been incorporated in the Notice of the forthcoming Annual General Meeting along with brief details about them.

Mr. Karun Jain, Executive Director, DIN No. 00077035, due to pre-occupation had tendered his resignation. The board of directors in their meeting held on 11/11/2014 had accepted his resignation. Mr. Jain will be relieved from his duties with effect from 14/01/2015.

Ms. Honey Sharma, Company Secretary and Compliance officer of the Company had joined on 2nd January 2014 and resigned w.e.f. 1st May 2014. The Board in its meeting held on 2nd June 2014 had accepted her resignation.

Ms. Vrishti Khera, Company Secretary and Compliance officer tendered her resignation and the Board of Directors had accepted her resignationw.e.f. 11/11/2014. Your company is in the process of appointing a Company Secretary.

APPOINTMENT OF STATUTORY AUDITORS

M/s RMA & Associates, Chartered Accountants, Delhi, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to be re-appointed as the Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of Twenty-ninth AGM of the company to be held in the year 2018 (subject to ratification of the appointment by the members at every AGM) which, if made will be in accordance with section 139 and other applicable provisions of the Companies Act, 2013. Your Directors recommend their reappointment.

AUDITORS REPORT

The observations made in the Auditors'' Report are self – explanatory and do not call for further comments.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement,a detailed report on Corporate Governance and the certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance are being attached and form part of this Annual Report.The Company is committed to maintain the highest standards of Corporate Governance.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration aggregating to the sum prescribed under section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of employees) Rules, 1975 as amended.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report which includes detailed review of operation, performance and future outlook of the Company and its businesses as required under clause 49(IV)(F) of the listing agreement is enclosed separately in this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is mainly engaged in the business of IT and IT enabled services, providing solutions to the customers. The operations of your Company are accordingly not energy intensive. However, adequate measures are taken to conserve energy and ensure its optimum consumption by using and purchasing energy-efficient equipments. Your Company is committed to follow a high standard of environmental protection and provision of a safe and healthy work place for our people, customers and visitors. As energy costs comprise a very small part of our total expenses, the financial impact of these measures is not material. The company has not imported any technology during the year under review.

RESEARCH & DEVELOPMENT

Your Company strives to deliver high quality services to its customers and in such endeavor, constantly invests in and undertakes research & development aimed at improving its solutions. Visesh has a dedicated business unit for Research & Development which delivers innovative solutions to clients and also fosters R&D within all business units to create intellectual property in the form of re-usable components, frameworks, etc., which help drive greater productivity. The company is carrying on R and D in multiple forms, but all of these are focused on better efficiency through continuous improvement in processes, systems methodologies and capabilities. Your company is committed to provide I.T. solutions that are innovative and continuously upgraded in keeping with emerging technology trends by a motivated workforce that includes R and D group, on time; all the time; resulting in maximizing stake holder''s value. We have continued to invest in some fundamental research involving small budget with long term perspective. In order to excel at new operations and activities VIL stress is on continuous innovation and research, based on market requirements and customer expectations.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm the following:

a) In the preparation of annual accounts, the applicable accounting policies and standards have been followed;

b) The Directors had selected such accounting policies that are consistently applied and reasonable, made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit and loss of the Company for that period;

c) 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;

d) The Directors had prepared the annual accounts on a ''going concern basis''.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges their deep appreciation to our customers, vendors, Financial Institutions, Business Associates, Bankers and all other Stakeholders for their continued co-operation and support to the Company.

The Board places its special appreciation and values the trust reposed and faith shown by every shareholder of the Company.

The Board places on record its deep appreciation for the cooperation extended by Auditors of the Company. Further, the Board wishes to record its deep gratitude to all the members of Visesh family for their whole hearted support. The Board is also confident that the employees will continue to contribute their best in the year to come.

For and on Behalf of the Board of Directors

Sd/- Peeyush Aggarwal Chairman

Place: New Delhi Date: 30th November 2014

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report of Visesh Infotecnics Limited together with the Audited Accounts of the Company, for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial Results of the Company for the period under review are as follows: -

(Rs.in lacs)

PARTICULARS 2012-13 2012-13 2011-12 2011-12 Standalone Consolidated Standalone Consolidated

Income from Operations 24,882.95 33,039.99 15,473.93 23,928.66

Other Income 9.88 9.91 67.60 67.60

Total Income 24,892.83 33,049.9 15,541.53 23,996.26

Total Expenditure 21,958.15 30,072.6 13,934.00 22,306.67

PBID & Tax 2,934.68 2,977.30 1607.52 1689.59

Interest 287.08 294.33 307.82 312.49

Depreciation 1353.06 1,353.06 1,184.30 1,184.30

Profit before Tax 1,294.54 1,329.91 115.40 192.80

Provision for Taxation 249.00 260.68 24.04 30.46

Deferred Tax 108.79 108.79 36.43 36.43

Profit After Tax (PAT) 936.75 960.42 54.25 125.25

Profit b/f from previous Yr. 4,193.85 4,264.84 4,139.60 4,139.60

Balance Carried to B/Sheet 5,130.60 5,225.26 4,193.85 4,264.84

Paid up Equity Share Capital 37,744.37 37,744.37 12,313.06 12,313.06

Reserve & Surplus 9684.73 10,401.27 12,359.29 12,838.71

RESULTS OF OPERATIONS

During the Financial Year 2012-13, the total revenue of the Company from operations on standalone basis stood at (Rs.) 24,882.95 Lacs as against (Rs.) 15,473.93 Lacs during the previous year, where as on consolidated basis the total income from operations for the fiscal Year ended March, 2013 stood at (Rs.) 33,039.99 Lacs as against (Rs.) 23,928.66 Lacs during the previous year. The total net profit after tax for the fiscal year ended March 2013 on standalone basis stood at (Rs.) 936.76 Lacs as compared to previous year net profit of (Rs.) 54.25 Lacs, where as on consolidated basis total net profit after tax for the fiscal year ended March 2013 stood at (Rs.) 960.42 Lacs as compared to previous year net profit of (Rs.) 125.25 Lacs.

DIVIDEND

Your Company requires capital to strengthen the business therefore the Board has decided to plough back the profits achieved during the year under review into the operations of the Company. Hence no dividend is recommended for the year ended March 31, 2013.

SHARE CAPITAL

During the Current Year, 5,93,89,515 equity shares of Rs. 10/- each were allotted to the shareholders of Axis Convergence Pvt. Ltd on 26.09.2012 consequent upon the sanction of Scheme of merger by the Hon''ble High Court of Delhi vide its order dated 20.07.2012 leading to increase in Authorized Capital of the Company from Rs. 287.45 Crores to Rs. 343.135 Crores.

Pursuant to the Shareholder''s Resolution passed in the Extra Ordinary General Meeting of the Company held on 22.02.2013, the Company had increased its Authorized Capital from Rs. 343.135 Crores to Rs. 377.50 Crores to accommodate issue of Bonus shares. Subsequently, the Company had allotted 34,31,30,605 Bonus Equity Shares of Re.1/-each (after subdivision) in the ratio of 1:10 in the Board Meeting held on 11.03.2013.

SUBDIVISION OF SHARES

In order to improve the liquidity of Equity Shares of the Company in the Stock Markets with higher floating stock in absolute numbers and to make them more affordable for the small retail investors to invest in the Company, the Company sub-divided the denomination of its equity shares in terms of the resolution passed under section 94 (1) (d) of the Companies Act, 1956 at the Extra Ordinary General Meeting of the Company held on 21.12.2012. Pursuant to the sub-division of the Equity shares of the Company, each existing Paid-up Equity Share of the Company of the nominal value of Rs. 10/-each, stood sub-divided into Ten Equity shares of nominal value of Re.1/- each fully paid-up, with effect from the Record Date i.e. 04.01.2013.

BONUS ISSUE

Considering the position of Reserves and Surplus of the Company, your Directors had pleasure in proposing the issue of shares by way of bonus shares in the proportion of one new equity share for every ten existing equity shares held i.e. in the ratio of 1:10 as per the provision for Capitalization of Reserves in the Articles of Association of the Company and in compliance with the Chapter IX of SEBI (ICDR) Regulations, 2009.

In terms of the resolution passed in the Extra Ordinary General Meeting of the Company held on 22.02.2013, the Company had allotted 34,31,30,605 Bonus Equity shares of the Company in the ratio of 1:10 i.e. 1(One) Bonus Equity Share for every 10 (Ten) Equity Shares held as on the Record date i.e. 08.03.2013.

Further, an aggregate of 150 (One Hundred and Fifty) new equity shares of the Company representing fractions in the bonus issue pertaining to 318 shareholders were allotted to ''Visesh Bonus Trust'' for fractional shareholders, which will be sold at the Stock Exchange at suitable market price and the net sale proceeds after defraying the expenses of the sale be distributed to the 318 shareholders entitled to fractional shares in proportion to their fractional entitlements.

IEPF A/C-INVESTOR EDUCATION & PROTECTION FUND

Your Company had transferred a sum of Rs. 340,597/- being the balance as standing in the "VISESH INFOTECNICS LIMITED-UNPAID DIVIDEND ACCOUNT" which had been remained unpaid or unclaimed for the period of seven years to Investor Education and Protection Fund (IEPF) as established by the Central Government in accordance with Section 205C of the Companies Act, 1956. Consequent to which, e-Form 1 INV was filed respectively with ROC on March 20, 2013.

SUBSIDIARY

Your Company has Three wholly owned foreign subsidiary Companies namely:- M/s Axis Convergence Ltd. (Incorporated in Mauritius), M/s Greenwire Network Ltd. (Incorporated in Hongkong), M/s Opentec Thai Network Specialists Ltd. (OTNS) (Incorporated in Thailand).

In terms of the General Circular No.2/2011 dated February 8, 2011, issued by Ministry of Corporate Affairs, Government of India, under Section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the circular, Financial statement of the subsidiary is not attached to the Balance sheet of the Company. The Company will make available the Annual Accounts of the subsidiary to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary will also be kept open for inspection at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required by clause 41 of the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiaries as prepared in accordance with Accounting Standard AS-21 on ''Consolidated Financial Statements'', as issued by the Institute of Chartered Accountants of India, is attached herewith and the same together with Auditor''s Report thereon forms part of the Annual Report of the Company.

PUBLIC DEPOSITS

In terms of the provisions of section 58A or 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules) 1975, the Company has not invited/ accepted any fixed deposits from public during the year under review.

GDR ISSUE

The funds raised by the Company from GDR issue during F.Y. 2007-08 were kept in fixed deposit account with Banco Efisa, Lisbon, Portugal, as the said amount was to be deployed in terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09, the Bank in Portugal, Banco Efisa wrongly debited an amount of USD 8,883,210.75 out of the balance lying in the Company''s Account with the Bank. The Company has denied and disputed this debit and had initiated legal action under criminal jurisprudence of Portuguese Law. During the criminal investigation, several new facts/documents have come to our knowledge and based on the evaluation of new facts/documents by Barristers, Senior Advocates and investigation carried out of in India, London and Portugal; your Company has initiated a strong civil action for recovery of USD 8,883,210.75, alongwith interest, against Banco Efisa and its Holding Company, wherein the Portuguese advocates confirm that the chances of recovery are very high. A criminal complaint against the conniving accused for siphoning off the above said amount had been filed and the matter is presently under investigation.

BOARD OF DIRECTORS

During the year, Mr. Anil Jindal had been appointed as an Additional Director of the Company in the Board Meeting held on 21.01.2013. As per the provisions of Section 260 of the Companies Act, 1956, he holds office upto the date of the forthcoming Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received notice under Section 257 of the Act, proposing his appointment as Director of the Company. Resolutions seeking approval of the Members for the appointment of Mr. Anil Jindal as Director of the Company have been incorporated in the Notice of the forthcoming Annual General Meeting along with brief details about him.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Adesh Jain, Director of the Company retire by rotation from the Board of Director and being eligible offers himself for re-appointment. The Board has also received Form DD-A pursuant to the Companies (Disqualification of Directors under section 274(1)(g) of the Companies Act, 1956) Rules, 2003, confirming that he is not disqualified under section 274(1)(g) of the Companies Act, 1956. Your Board recommends his re-appointment in the ensuing Annual General Meeting.

APPOINTMENT OF STATUTORY AUDITORS

M/s RMA & Associates, Chartered Accountants, Delhi, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to be re-appointed which, if made will be in accordance with section 224 (1B) of the Companies Act, 1956. Your Directors recommend their reappointment.

AUDITORS REPORT

The observations made in the Auditors'' Report are self – explanatory and do not call for further comments under Section 217(3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. A detailed report on Corporate Governance and the certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are being attached and form part of this Annual Report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration aggregating to the sum prescribed under section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of employees) Rules, 1975 as amended.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report as required under clause 49(IV)(F) of the listing agreement is disclosed separately in this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is mainly engaged in the business of IT and IT enabled services, providing solutions to the customers. The operations of your Company are accordingly not energy intensive. However, adequate measures are taken to conserve energy and ensure its optimum consumption by using and purchasing energy-efficient equipments. Your Company is committed to follow a high standard of environmental protection and provision of a safe and healthy work place for our people, customers and visitors. As energy costs comprise a very small part of our total expenses, the financial impact of these measures is not material. The company has not imported any technology during the year under review.

RESEARCH & DEVELOPMENT

Your Company strives to deliver high quality services to its customers and in such endeavour, constantly invests in and undertakes research & development aimed at improving its solutions. Visesh has a dedicated business unit for Research & Development which delivers innovative solutions to clients and also fosters R&D within all business units to create intellectual property in the form of re-usable components, frameworks, etc., which help drive greater productivity. The company is carrying on R and D in multiple forms, but all of these are focused on better efficiency through continuous improvement in processes, systems methodologies and capabilities. Your company is committed to provide I.T. solutions that are innovative and continuously upgraded in keeping with emerging technology trends by a motivated workforce that includes R and D group, on time; all the time; resulting in maximizing stake holder''s value. We have continued to invest in some fundamental research involving small budget with long term perspective. In order to excel at new operations and activities VIL stress is on continuous innovation and research, based on market requirements and customer expectations.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) In the preparation of annual accounts, the applicable accounting policies and standards have been followed;

b) The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2012-13 and of the profit and loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) These annual accounts have been prepared on a ''going concern basis''.

ACKNOWLEDGEMENT

We thank our customers, vendors, investors & Bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. The Board also appreciates the confidence reposed by the shareholders in the Company and its management.

For and on Behalf of the Board of Directors Sd/-

Place:New Delhi Peeyush Aggarwal

Date: May 30, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Third Annual Report of Visesh Infotecnics Limited together with the Audited Accounts of the Company, for the year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial Results of the Company for the period under review are as follows: -

(Rs. in lacs) PARTICULARS 2011-12 2011-12 2010-11

Standalone Consolidated

Income from Operations 15,473.93 23,928.66 17,675.12

Other Income 67.60 67.60 81.79

Total Income 15,541.53 23,996.23 17,756.91

Total Expenditure 13,749.00 13,749.00 16,209.61

PBID & Tax 1,581.75 1,581.75 1,547.30

Interest 307.82 312.49 275.78

Depreciation 1,184.30 1,184.30 1,098.24

Profit before Tax 115.40 192.80 173.28

Provision for Taxation 24.04 30.46 35.00

Deferred Tax 36.43 36.43 27.53

Profit After Tax (PAT) 54.25 125.25 109.54

Profit b/f from previous year 4,139.60 4,139.60 4,030.06

Balance Carried to Balance Sheet 4,193.85 4.264.84 4,139.60

Paid up Equity Share Capital 12,313.06 12,313.06 6,374.11

Reserve & Surplus 12,359.29 12,838.71 12,122.26

RESULTS OF OPERATIONS

During the Financial Year 2011-12, the total revenue of the Company from operations stood at (Rs.) 15,473.93 Lacs as against (Rs.) 17,675.12 Lacs during the previous year. However, on consolidated basis, the total income from operations for the fiscal year ended March 2012 stood at (Rs.) 23,928.66 lacs. The consolidated figures for the current year represent the operations of the Company including the operations of erstwhile transferor Company whereas the figures of the previous year represent figures relating to the operations of the Transferee Company only. To this extent the figures for the current year are not comparable with the figures of the previous year.

DIVIDEND

Due to inadequacy of profits during the year under review, the Board of Directors have decided not to recommend any dividend for the year ended March 31, 2012.

SUBSIDIARY

By virtue of merger of Axis Convergence Pvt. Ltd. with the Company, M/s Axis Convergence Inc, Mauritius and M/s Greenwire Network Ltd., Hongkong become Subsidiary Companies of your Company. The Company has another subsidiary namely, M/s Opentec Thai Network Specialists Ltd.(OTNS) based in Thailand. As per the provisions of Section 212(8) of the Companies Act, 1956, Companies are exempted from attaching financial statements of its subsidiaries, subject to fulfillment of conditions stated in the circular, Financial statement of the subsidiary is not attached to the Balance sheet of the Company. The Company will make available the Annual Accounts of the subsidiary to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary will also be kept open for inspection at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required by clause 41 of the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiaries as prepared in accordance with Accounting Standard AS-21 on 'Consolidated Financial Statements', as issued by the Institute of Chartered Accountants of India, is attached herewith and the same together with Auditor's Report thereon forms part of the Annual Report of the Company.

PUBLIC DEPOSITS

In terms of the provisions of section 58A or 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules) 1975, the Company has not invited/ accepted any fixed deposits from public during the year under review.

PREFERENTIAL ISSUE

In terms of the resolution passed under section 81(1A) of the Companies Act, 1956 at the Extra Ordinary General Meeting of the Company held on 03.09.2010, the Board had allotted 22,00,00,000 convertible warrants to the Promoter & Non-Promoter group on preferential basis with an option to convert such warrants into equal number of equity shares of (Rs.) 10/- each at a price of (Rs.) 10/- per warrant. Consequent to receipt of all consideration money and request of conversion of said warrants from all applicants, the Company in its Board Meeting held on 28.04.2012 allotted 22,00,00,000 equity shares of (Rs.) 10/- each to the promoters and non promoters group.

GDR ISSUE

The funds raised by the Company from GDR issue during F.Y. 2007-08 were kept in fixed deposit account with Banco Efisa, Lisbon, Portugal, as the said amount was to be deployed in terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09, the Bank in Portugal, Banco Efisa wrongly debited an amount of USD 8,883,210.75 out of the balance lying in the Company's Account with the Bank. The Company has denied and disputed this debit and had initiated legal action under criminal jurisprudence of Portuguese Law. During the criminal investigation, several new facts/documents have come to our knowledge and based on the evaluation of new facts/documents by Barristers, Senior Advocates and investigation carried out of in India, London and Portugal; your Company has initiated a strong civil action for recovery of USD 8,883,210.75, alongwith interest, against Banco Efisa and its Holding Company, wherein the Portuguese advocates confirm that the chances of recovery are very high. A criminal complaint against the conniving accused for siphoning off the above said amount had been filed and the matter is presently under investigation.

MERGERS & ACQUISITIONS

During the year under review, the Company had filed an application u/s 391 to 394 of Companies Act, 1956 before the Hon'ble High Court of Delhi for the merger of M/s. Axis Convergence Pvt. Ltd. with the Company. Hon'ble High Court of New Delhi vide its order dated 20th July, 2012, has approved the Scheme of Amalgamation.

BOARD OF DIRECTORS

There was no change in the composition of the Board of Directors of the Company during the year under review. In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Peeyush Aggarwal and Mr. Sunil Kumar Jain retire from office by rotation, and being eligible, offer themselves for reappointment. The Board has also received Form DD A pursuant to the Companies (Disqualification of Directors under section 274(1)(g) of the Companies Act, 1956) Rules, 2003, confirming that they are not disqualified under section 274(1)(g) of the Companies Act, 1956. Your Board recommends their reappointment for approval of shareholders in the ensuing Annual General Meeting.

APPOINTMENT OF STATUTORY AUDITORS

M/s RMA & Associates, Chartered Accountants, Delhi, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to be re-appointed which, if made will be in accordance with section 224 (1B) of the Companies Act, 1956. Yours Directors recommend their reappointment.

AUDITORS REPORT

The observations made in the Auditors' Report are self explanatory and do not call for further comments under Section 217(3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. A detailed report on Corporate Governance and the certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are being attached and form part of this Annual Report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration aggregating to the sum prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report as required under clause 49(IV)(F) of the listing agreement is disclosed separately in this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is mainly engaged in the business of IT and IT enabled services, providing solutions to the customers. The operations of your Company are accordingly not energy intensive. However, adequate measures are taken to conserve energy and ensure its optimum consumption by using and purchasing energy-efficient equipments. Your Company is committed to follow a high standard of environmental protection and provision of a safe and healthy work place for our people, customers and visitors. As energy costs comprise a very small part of our total expenses, the financial impact of these measures is not material. The company has not imported any technology during the year under review.

RESEARCH & DEVELOPMENT

Your Company strives to deliver high quality services to its customers and in such endeavour, constantly invests in and undertakes research & development aimed at improving its solutions. Visesh has a dedicated business unit for Research & Development which delivers innovative solutions to clients and also fosters R&D within all business units to create intellectual property in the form of re-usable components, frameworks, etc., which help drive greater productivity. The company is carrying on R&D in multiple forms, but all of these are focused on better efficiency through continuous improvement in processes, systems methodologies and capabilities. Your company is committed to provide I.T. solutions that are innovative and continuously upgraded in keeping with emerging technology trends by a motivated workforce that includes R&D group, resulting in maximizing stakeholder's value. We have continued to invest in some fundamental research involving small budget with long term perspective. In order to excel at new operations and activities VIL stress is on continuous innovation and research, based on market requirements and customer expectations.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of foreign exchange earnings and outgo are as follows:

(In Lacs)

Year ended 31.03.2012 Year ended 31.03.11

Foreign exchange earnings 202.45 NIL

Foreign exchange Outgo 39.21 37.25

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) In the preparation of annual accounts, the applicable accounting policies and standards have been followed;

b) The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2011-2012 and of the profit and loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) These annual accounts have been prepared on a 'going concern basis'.

ACKNOWLEDGEMENT

The Board records its appreciation for the support which the Company has received from its investors, bankers, customers, vendors, government organizations and employees. The Board also appreciates the confidence reposed by the shareholders in the Company and its management.

For and on Behalf of the Board of Directors

Sd/-

Place : New Delhi Peeyush Aggarwal

Date: 3rd September, 2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty First Annual Report of Visesh Infotecnics Limited together with the Audited Statement of Accounts of the Company, for the year ended 31st March, 2010.

FINANCIAL RESULTS

The Financial Results of the Company for the period under review are as follows: -

(Rs. in lacs)

PARTICULARS 2009-10 2008-09

Income from Operations 12,463.74 10,528.64

Other Income 41.42 157.01

Total Income 12,505.16 11,685.65

Total Expenditure 10,998.48 9,190.74

PBID & Tax 1,506.68 1,494.91

Interest 368.25 359.03

Depreciation 947.93 851.93

Profit before Tax 190.50 283.95

Provision for Taxation 29.00 44.50

Deferred Tax 35.55 59.29

Profit After Tax (PAT) 125.95 180.16

Profit b/f from previous year 3,863.30 3,616.81

Balance Carried to Balance Sheet 4,030.05 3,863.30

Paid up Equity Share Capital 4,258.22 3,629.22

Reserve & Surplus 10,981.75 10,815.00

RESULTS OF OPERATIONS

During the year under review the total revenue of the company from operations stood at Rs. 12463.74 lacs as against the previous years revenue of Rs. 10528.64 Lacs. The total net profit for the fiscal years ended March 2010 stood at Rs. 125.95 Lacs as against the previous years total net profit of Rs. 180.16 Lacs.

DIVIDEND

Your company needs capital for its expansion and diversification plans therefore the Board has decided to plough back the profits achieved during the year under review into the operations of the company. Hence no dividend is recommended for the year ended 31 March 2010.

BOARD OF DIRECTORS

Mr. Adesh Jain, Director, is liable to retire by rotation and being eligible offers himself for re-appointment. The Board has also received Form DD-A pursuant to the Companies (Disqualification of Directors under section 274(1)(g) of the Companies Act, 1956) Rules, 2003, confirming that he is not disqualified under section 274(1)(g) of the Companies Act, 1956. Your Board recommends his re-appointment.

Mr. Man Mohan Gupta is an Independent Director. He has been appointed as an additional Director of the company on 22.07.2010. As per the provisions of Section 260 of the Companies Act, 1956, he holds office only up to the date of the forthcoming Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received notice under Section 257 of the Act, proposing his appointment as Director of the Company. Resolution seeking approval of the Members for the appointment of Mr. Man Mohan Gupta as Director of the Company has been incorporated in the Notice of the forthcoming Annual General Meeting along with brief details about him.

Mr. Sanjiv Bhavnani, ceased to be the MD & CEO as well as director of the company and Mr. Rajinder Singh ceased to be the Directors of the Company under section 283 of the Companies Act 1956 w.e.f 2nd September 2009.

PREFERENTIAL ISSUE

In terms of the resolution passed under section 81 (1A) of the Companies Act, 1956 at the Extra Ordinary General Meeting of the Company held on 29.06.2009, the Board had allotted 68,00,000 convertible warrants with an option to convert such warrants into equal number of equity shares of Rs. 10 each at a price of Rs.10 per warrant, in the Board meeting held on 19.08.2009 on preferential basis. Out of the total warrants so issued 6300000 warrants (3500000 warrants allotted to Mr. Peeyush Aggarwal and 2800000 warrants allotted to Pataliputra International Limited) were converted into equal number of equity shares on 18.03.2010 and the balance 500000 warrants held with Mr. Peeyush Aggarwal converted into equal number of equity shares on 17.04.2010.

Further the Board of Directors in its meeting held on 03.08.2010 decided to issue 22 Crores Convertible warrants to Promoter and Non Promoter Group. For the purpose of seeking approval of the members of the company under section 81(1A) of the Companies Act, 1956, Extra Ordinary General meeting of the Company is scheduled to be held on 03.09.2010.

GDR ISSUE

The funds raised by the Company from GDR issue during F.Y. 2007-08 were kept in fixed deposit account with Banco Efisa, Lisbon, Portugal as the said amount was to be deployed in terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09 Banco Efisa wronglly adjusted an amount of USD 8,883,210.75 out of the balance lying in the Companys Account with the Bank. The Company has denied and disputed this debit and had initiated legal action under criminal jurisprudence of Portuguese Law, against Banco Efisa and other conniving accused, for siphoning of GDR funds, which were lying in the companys account maintained with Banco Efisa, and is pending investigation before DIAP, in Portugal. Based on the legal opinion from barristers, senior advocates and financial experts in India, London and Portugal, who are of the view that your company should pursue this case strongly; in addition to the criminal case, your company is also planning to initiate civil action at various forums.”

CHANGE IN REGISTERED OFFICE OF THE COMPANY

The registered office of the company has been shifted from 8E, Vandana Building, 11 Tolstoy Marg, Connaught Place, New Delhi-110001 to 508, Arunachal Building, 19 Barakhamba Road, New Delhi-110001, w.e.f. 30th June 2010.

APPOINTMENT OF STATUTORY AUDITORS

M/s RMA & Associates, Chartered Accountants, Delhi, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to be re-appointed which, if made will be in accordance with section 224 (1B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

AUDITORS REPORT

In respect of the Auditors Report, relevant notes forming part of the accounts and referred therein are self – explanatory.

HUMAN RESOURCE AND DEVELOPMENT

To keep ourselves abreast with time and technology we believe in creating teams of competent and committed people across all business functions and levels. We consider the quality of our human resources to be our most important asset and fosters an environment that encourages and values diversity and promotes personal and professional development of employees. We believe that a satisfied employee can actually be the differentiating factor in the struggle to gain market share, to deliver customer delight, to innovate product and services and, ultimately, to deliver a better bottom line. The focused approach towards organizational structuring enabled us to establish clearer communication channels and responsibility centers throughout the organization.

The company administers a comprehensive human resources management system which includes attracting, developing, and retaining a highly qualified, continuously learning workforce. We promote thought, stimulate discussion, diagnose the organizational environment and develop a sound human resource management strategy for our organization by providing continuous learning opportunities and training to our associates.

Your company is privileged to have the right blend of professionals both in field of technical & other professional areas. Dedication, a positive attitude, skills and professionalism have always been the feature of our workforce at all levels of organization.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing company objectives, projections, estimates may be "forward looking statements within the meaning of the applicable security laws and regulations.

Actual results could differ materially from those expressed or implied, depending upon economic conditions, changes in Government regulations and policies, demand, supply and price conditions, political and economic developments within and outside the country and various incidental factors.

The company assumes no responsibility to publicly amend, modify, or revise any forward looking statements, on the basis of any subsequent developments, information or events.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good corporate governance. A detailed report on Corporate Governance and the certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are attached and form part of this Annual Report.

PUBLIC DEPOSITS

Your Company has no fixed deposits. Further it has neither accepted nor renewed any fixed Deposits during the year under review.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration aggregating to the sum prescribed under section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Our operations are not energy intensive. However due care is taken to reduce energy consumption by using energy efficient equipments. As energy costs comprise a very small part of our total expenses, the financial impact of these measures is not material.

The company has not imported any technology during the year under review.

RESEARCH & DEVELOPMENT

Your company is committed to achieve customer delight through cost effective and customer centric quality I.T.solutions that are innovative and continuously upgraded in keeping with emerging technology trends by a motivated workforce that includes R and D group, on time: all the time; resulting in maximizing stake holders value. Companys research is focused on enhancing outcomes that customers expect from IT as well as in Business. The company is carrying on R and D in multiple forms, but all of these are focused on better productivity through continuous improvement in processes, systems methodologies and capabilities. The company has been exerting itself in expanding the existing frameworks to incorporate evolving specifications and standards.

The Company is putting consistent efforts on research and development activities. In order to excel at new operations and activities. VIL stress is on continuous innovation and research, based on market requirements and customer expectations. Your Company leverages its excellence in leading-edge solutions provider to continually enhance itself to additional complexity on account of technology growth & change.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of foreign exchange earnings and outgo are as follows:

( Rs. In Lacs) Year ended 31.03.10 Year ended 31.03.09

Foreign exchange earnings 284.79 NIL

Foreign exchange Outgo 58.86 76.09

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) In the preparation of annual accounts, the applicable accounting policies and standards have been followed;

b) The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March, 2010 and of the profit and loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) These annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

The Board records its appreciation for the continued assistance and cooperation which the Company has received from its bankers, customers, vendors, government organizations, staff and employees. The Board also appreciates the confidence reposed by the shareholders in the Company and its management.

For and on Behalf of the Board of Directors

Sd/- Place: New Delhi Peeyush Aggarwal Date: 01/09/2010 Chairman