Directors Report of ObjectOne Information Systems Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Nineteenth Annual Report and the Company's audited financial statement for the financial year ended 31st March, 2015.

1. Financial Results :

The Company's financial performance for the year ended 31st March 2015 is summarized below:

Rupees in Lakhs

CONSOLIDATED STAND ALONE

Particulars

2014-15 2013-14 2014-15 2013-14 Gross sales 2943.37 3611.11 581.38 555.66

Operating profit (PBIDT) 95.44 100.64 69.58 68.82

Profit before tax (PBT) 21.26 34.51 15.18 2.69

Income Tax a Deferred Tax 6.52 10.38 4.69 0.83

Profit after tax (PAT) 14.74 24.13 10.49 1.86

Profit brought forward from previous year 329.88 305.75 21.39 19.53

Surplus available for appropriation 344.62 329.88 31.88 21.39

Appropriations

Dividend 0 0 0 0

Corporate tax on proposed dividend 0 0 0 0

Transfer to General Reserve 0 0 0 0

Transfer to Capital Redemption Reserve 0 0 0 0

Balance of profit carried to Balance Sheet 344.62 329.88 31.88 21.39 Result of Operations and the state of Company's affairs:

The consolidated income of Rs. 2943.37 lakhs during the year against previous year income of Rs. 3611.11 lakhs and Net Profit of Rs. 14.74 lakhs during the year against previous year Net Profit of Rs. 24.13 lakhs and standalone of Rs.581.38 lakhs during the year against previous year income of Rs. 555.66 lakhs and Net Profit of Rs. 10.49 lakhs during the year against previous year Net Profit of Rs. 1.86 lakhs.

BUSINESS OVERVIEW:

Increasing internet and Smartphone penetration along with rising spend on entertainment by Indian youth will drive the on-demand digital content industry," "Digital media consumption pattern has drastically changed since a decade ago .With remarkable improvement in mobile devices technology and internet connectivity, marketers are shifting their business models in tune with the shift of viewer preference towards digital media from traditional media."

India's digital media landscape augurs well for all the stakeholders. Internet traffic originating from mobile devices has already surpassed the desktop internet traffic. Total internet users crossed 254 million in September 2014, out of which 235 million users accessed internet through mobile devices. The growth in internet users was seen both in rural and urban parts of India. Internet users in rural India is expected to reach 138 million by June 2015, while 216 million internet users are expected to be in urban India by then.

While the internet user base in India is growing at a rapid rate, most of these users (75%) belong to the age group of less than 35 years. More than half of the app users in India are between 18 and 24 years, and a further 29% between 25 and 35. Social media and entertainment (Music & Video) are the two activities on which the Indian mobile internet users spend their time the most followed by games, general search, and emails. Out of the total time spent on digital media by youths, about 21% of the time is spent on audio and video entertainment.

On-demand entertainment services led by audio and video content are at the cusp of inflection point in India. A whole ecosystem around such services is coming up, including content providers / aggregators, Distribution channels, Technology Platforms, Advertising Platforms, Payment Channels and marketing channels. Users have shown willingness to pay for premium services / content and convenience to use that make better value proposition for them. Leading OTT players are monetizing this opportunity across audio and video services through multiple monetization models like subscription and advertisement. Evolving payment mechanisms like OTT mobile wallets will drive on-demand content monetization. Your company is a key player in this area.

Marketers are also shifting their advertising spends towards digital media and about 36% of their ad spend is expected to go to digital space. The s-curve growth expectations for the overall digital ad market in India that include probable cannibalization of ad revenues from other traditional segments like TV, radio, and print media indicate the digital ad market size of INR 354 billion by 2020.

Video industry in India is also seeing the shift towards digital content. Younger demographics are guiding the video consumption. With improved network speeds, demand for HD and UHD video content is expected to rise along with standard definition video streaming online. Total Internet video traffic in India is expected to be 72% of all Indian Internet traffic in 2018, up from 45% in 2013. Like digital music players, digital video players are adopting both subscription and ad monetization models and offering personalized offerings to maximize adoption

Your company has focused on Media and Technology to have a professionally developed and adapted internet and mobile strategy to future-proof the company to the changing media habits of consumers in the area of internet entertainment which is now poised for a big leap as the major IT players are now venturing into this sphere and technology is also maturing to enable full screen high quality video delivery.

Your company has developed a rugged and robust streaming hardware to be located in all public transport – an entertainment system that wirelessly streams content to your own device. Whether they travel for business or pleasure, we're designing Private Screening to ensure our customers have access to content that is entertaining, interesting, wide-ranging and relaxing.

The media sector is currently experiencing a smaller paradigm shift, moving away from TV, radio, newspapers and magazines and over to newer media like the Internet and mobile. The paradigm shift is resulting in media consumption moving from TV and newspapers, to the Internet and mobile, with especially Internet consumption significantly increasing and thereby resulting in TV and newspaper consumption decreasing.

Your company's focus on the content syndication as well as delivery technologies on Internet and mobile devices is on sync with the changing trends . APP development and deployment is a continuous phenomenon at your company.

Your Company owns a huge repository of content both acquired a well as developed in-house, this year the focus has been on Short films, we have on date over 600 contributors/ creators who make short films for your company. Your company's association with YouTube has crossed over 1bn video views and 1.8mn subscribers.

TORI – Worlds First Telugu Global Radio: Teluguone Radio on Internet popularly known as TORI has emerged as a household brand with NRI telugu community and has a monthly tune-in's of over 7mn.

For strategic reasons your company has disinvested in Object Net Technologies Inc. and acquired Stiaos Technologies Inc. a Texas corporation and expects a good returns on the investment.

Consolidated Financial Statement:

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.

2. Subsidiaries:

M/s. Object Net Technologies Inc, USA is 100% subsidiary company of Object One Information Systems Limited at the 31st March 2015.The subsidiary company was sold in the month of June, 2015. Your Company has procured a foreign Subsidiary Company namely M/s. Stiaos Technologies Inc. in the month of July, 2015.

Additional Information:

1. Names of subsidiaries which are yet to commence operations Nil

2. Names of subsidiaries which have been liquidated or sold during the year. Nil

Additional Information:

1. Names of associates or joint ventures which are yet to commence

operations

NIL

2. Names of associates or joint ventures which have been liquidated or sold

during the year

3. Number of Meetings of the Board:

During the year Six meetings were held. They are as follows 30.05.2014, 30.07.2014, 03.09.2014 , 05.11.2014, 04.02.2015 and on 09.03.2015.

4. Statement on the declaration given by the independent directors as per 149(6):

Whenever Independent Director is appointed a declaration is given by the Independent Director who has been getting appointed to the Company

5. Dividend, Fixed Deposits and General Reserves:

In order to conserve cash, your Directors are not recommending any dividend on equity shares.

Your Company has not accepted any fixed deposits and no amount has been carried to General Reserves during the year.

6. Contract and Arrangement with Related Parties:

Company is not entered any contracts/agreements/transactions during the financial year with related parties.

The Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 - Not Applicable.

7. Explanation/ comments by the Board on every Qualifications, Reservations, Adverse Remarks or Disclaimers made by the Statutory Auditors & the Practicing Company Secretary in their Reports:

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark on accounts.

Company Secretary, Auditors in their Report have raised few qualifications and the following are the measures we have taken for such qualifications

1. The Company has not found an appropriate Company secretary, Chief Financial Officer Internal Auditors and the company is of the view that it will appoint company secretary, Chief Financial Officer & Internal Auditors at the earliest

2. The Company has not filed MGT-10 as required under Section 93 read with rule 13 of the Companies (Management and Administration) Rules, 2014 for changes of 2% in the shareholding of Top Ten Shareholders as compared to their existing shareholding. In this regard the Company has expressed that in their opinion the 2% change is in relation to the total company share capital but not individual shareholding of each shareholder. Hence awaiting the clarification from the MCA for filing the same.

3. The Company has filed some forms with MCA21 with delay and has paid the additional fee as required under the Act.

8. Particulars of Contracts or Arrangements with the Related Parties along with the justification for entering into such transactions as per 188(1) – 134(3)(h)& Rule 8(2):

Nil

9. Material changes & commitments, if any affecting the financial position of the company, occurred between the end of the financial year to which this financial statements relate and the date of the Report:

There have been no 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.

10. Directors Responsibility Statement:

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments' and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. Corporate Governance:

The Company is committed to maintain the highest standard of corporate governance and adhere to the corporate governance requirements set out by Securities Exchange Board of India. The Report on corporate governance as stipulated under the Listing Agreement forms an integral part of this report.

The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance is enclosed as Annexure-A

12. Nomination and Remuneration Policy:

The Nomination and Remuneration Committee of the Company identifies the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal. The Committee also carries out evaluation of every Director's performance. The Committee has formulated the criteria for determining qualifications, positive attributes, independence of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

13. Vigil Mechanism/Whistle Blower Policy:

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

14. Risk Management:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 and Clause 49 of the listing agreement, the company has formulated a policy on risk management. At present the company has not identified any element of risk which may threaten the existence of the company.

15. Internal Financial Controls and Management Discussion & Analysis

The company has Adequate Internal Financial Control System and the Management has Discussed and Analysed time to time on various matters.

16. Board of Directors and Key Managerial Personnel:

None of the directors and key managerial personnel of the company are disqualified under the provisions of the Act or under the Listing Agreement with the Stock Exchanges.

Resignation:

Mr. Viswanath Dasari, Independent Directors of the company resigned from the office of directorship on 29th January, 2015 the same was taken note by the Board of Directors at its meeting held 27th May, 2015. Your Board places on record their appreciation for the contribution made by him during his tenure as Director.

17. Details in respect of the adequacy of Internal Financial Controls with reference to the Financial Statements – Rule 8(5)(viii):

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

18. Disclosure regarding receipt of commission by a director from the holding or subsidiary of a company, in which such person is a managing or whole-time director:

None of the Directors have received any commission from any Holding or Subsidiary

19. In case of listed Company and every other public company having paid-up share capital of twenty five crore rupees or more, calculated at the end of preceding financial year, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual Directors:

Your Companies Directors has evaluated their own performance in one of the Board Meeting conducted during the Year and the Board was satisfied with their performance and that of its Committees and of Individual Directors

20. Statutory Auditors:

Pursuant to the provisions of section 139 of the Act and the rules framed there under, M/s. P. Murali& Co., Chartered Accountants, were appointed as statutory auditors of the company from the conclusion of the 19thAnnual General Meeting of the company held on 30th September, 2015 till the conclusion of the 20th Annual General Meeting to be held in the year 2016, subject to ratification of their appointment at every Annual General Meeting

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

21. Appointment of Internal auditors:

The Company not appointed Internal Auditors as required under Section 138 of the Companies Act, 2013. However company is finding a Chartered Accountant to appoint as Internal Auditor.

22. Secretarial Auditor:

The Board has appointed Mr.S.Chidambaram, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as Annexure - B.

23. Audit Committee:

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

24. Stakeholders Relationship Committee:

A Committee of the Board, designated as stakeholders relationship committee to specifically look into the redresses of Shareholder/investor complaints and to strengthen investors relations.

Name of the Non-Executive Director heading the Committee: The Committee functions under the chairmanship of Mr. Sana Satish Babu, a Non-Executive and Independent Director.

The other members of the Committee are:

Name of the Director Designation

Sri. K. RAVI SHANKAR Managing Director

Sri K. MALLIKARJUNA RAO Wholetime Director

25. Particulars of Loans given, Investments made, Guarantees given and Securities provided:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement.

26. Change in the nature of business, if any:

There is no material change in the nature of business affecting the financial position of the Company for the year ended 31st March, 2015.

27. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The Disclosures required under Section 217(1)(e) of the Companies Act, 1956 read with Companies(Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, for the year ended March 31st, 2015 are as follows:

A) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for saving energy wherever possible.

B) Technology absorption, adaptation and innovation: No technology either indigenous or foreign is involved.

C) Research and Development (R&D): No research and development has been carried out during the year.

D) Foreign Exchange earnings and outgo:

Foreign Exchange earnings: Rs 3,27,21,638/- against IT, IT enabled Services and other income Foreign Exchange outgo: Rs NIL

28. Extract of Annual Return: Extract of Annual Return of the Company is annexed herewith as Annexure C

29. Particulars of Employees and related disclosures

There are no Related Disclosures

30. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redress) Act, 2013:

The Company has in place an Internal Complaints Committee which has been set up to redress complaints regarding sexual harassment. The following is the summary of sexual harassment complaints received and disposed off during the year:

i) No. of complaints received: nil

ii) No. of complaints disposed off: nil

31. Managing Director Certification pursuant to Clause 49(IX) of the Listing Agreement:

The Managing Director certification to the board pursuant to clause 49(V) of the listing agreement is annexed herewith as Annexure-D

32. Personnel / Industrial Relations:

The Company maintained cordial and harmonious relations at all levels at the offices of the Company and its subsidiaries throughout the year under review.

33. The details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future:

In terms of sub rule 5(vii) of Rule 8 of Companies (Accounts) Rules, 2014, there are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Appreciation:

Your directors take this opportunity to express their appreciation for the co-operation to all the suppliers and customers who have been associated with the Company as partners of growth. The Directors would also like to take this opportunity to thank the financial institution, banks, regulatory and government authorities as well as the shareholders for their continued co-operation and support. The directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company. We look forward to further support.

By order of the Board

Object One Information Systems Limited

Sd/-

K Ravi Shankar

Place: Hyderabad

Managing Director Date: 12-08-2015

---

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting EIGHTEENTH ANNUAL REPORT of your company together with the audited financial statements for the financial year 2013-14.

CONSOLIDATED FINANNCIAL RESULTS

PARTICULARS 2013-14 2012-13

Gross Income 3611.11 3573.77

Expenditure 3510.47 3495.76

Gross Profit Before Depreciation 100.64 78.01

Depreciation 66.13 58.55

Profit for the year before Tax 34.51 19.46

Provision for Income Tax 10.06 5.33

Provision for Deferred Tax 0.83 1.35

MAT Credit 0.51 9.75

Profit after Tax 24.13 22.53

Profit brought forward 305.75 285.30

Profit carried forward to Balance Sheet 329.88 305.75



The consolidated income of Rs. 3611.11 lakhs during the year against previous year income of Rs. 3573.77 lakhs and Net Profit of Rs. 24.13 lakhs during the year against previous year Net Profit of Rs. 22.53 lakhs.

STAND ALONE FINANCIAL RESULTS Rupees in Lakhs

PARTICULARS 2013-14 2012-13

Gross Income 555.66 553.05

Expenditure 486.84 490.12

Gross Profit Before Depreciation 68.82 62.93

Depreciation 66.13 58.55

Profit for the year before Tax 2.69 4.38

Provision for Income Tax 0.51 0.83

Provision for Deferred Tax 0.83 1.35

MAT Credit 0.51 9.75

Profit after Tax 1.86 11.94

Profit brought forward 19.53 7.59

Profit carried forward to Balance Sheet 21.39 19.53

Performance

The Company has earned the income of Rs.555.66 lakhs during the year against previous year income of Rs. 553.05 lakhs and Net Profit of Rs. 1.86 lakhs during the year against previous year Net Profit of Rs. 11.94 lakhs.

BUSINESS OVERVIEW:

It''s so very acceptable fact that entire world is revolving around Digital Media…The fastest way to connect with world. ObjectOne, being pioneers of Digital Media Content, development and publications, now moving a step ahead to partner with youngsters of India by providing them required training and knowledge building activities in terms of Digital Technology.

By identifying the right candidates then providing extensive training will result the skilled staff as per the demand in the digital media market. To achieve this, TeluguOne has decided to be a platform to show case every individual''s creativity and guide them and assist them and place in the suitable positions based on talent.

Having handful knowledge on Digital Media and keeping in view of the expanding job opportunities in the said field, TeluguOne has decided to start the march having the hand in hand with rural youngsters, to construct a strong technological India on the basis of Digital Media.

Scope for the Digital Media content has been increased. The number of viewers worldwide with the potential to access to digital content is growing day by the day. Online-video audience are to double to 1.5 billion globally by 2016, says research firm Simmer & Associates. YouTube records more than a billion unique visits monthly. Streaming-video giant Netflix says consumers watch over a billion hours a day of linear TV worldwide. For multiplatform producers, tech-research group In US itself it is calculated that 2.4 billion units of PCs, tablets and mobiles were shipped last year. In India too the number of users of Digital Media are increasing by leaps and bounds because of easy access to Net on Mobiles.

SEO (Search Engine Optimization) and SMO (Social Media Optimization) are the tools which are currently helping the digital media users to get the accurate reports of their content published on sites. SRM is a tool which not only gives the reports but guidance to the users to know the industry dynamics about the specified subjects and helps them to fix the gaps in case of any while promoting their products.

International web portals'' contribution to the commercialization of new professional online video would be easy to miss amid the billions of videos on the internet, were it not only shows the strengths of their brands but the Digital Media Marketing strategy too.

The portals are able to use the myriad content genres on their platforms, from email services, breaking news, financial markets, horoscopes, sports news, to dating services, to direct their shows to the audience''s attention. We have the biggest reach among youth audiences who, by their very nature, are predicting future trends, and we actively tap into that to gain insight into changing viewer behaviors." Numerous international analytics and research services claim to be able to assess viewing habits on websites, mobile apps, and social media to help content creators and brands deliver what audiences want. They even measure “individuality" to enable clients to deliver more effective personalized content to customers'' screens.

From terrestrial digital broadcasters to mobile app owners, online video content can reach audiences on virtually any surface connectable to the internet. The options for accessing long- form video and clips online are many: digital downloads (iTunes), on-demand streaming (Netflix, Hulu and Amazon), social media (Twitter; Facebook), video-hosting (YouTube channels), peer-to- peer network (Vudu; Bit Torrent) and mobile app (virtually every major TV network). But the challenge for new players and existing ones is to ensure the reception of their videos on digital devices, including smartphones and tablets, are HD-quality.

The gap between revenues generated from main TV advertising and dedicated online advertising is shrinking. Consumers are spending more time watching live and on-demand video on millions of digital devices. Unruly Media, the social-video distribution platform, says advertisers and their media-buying agencies are growing the budgets for bespoke digital ads, as opposed to repackaging TV ads for the internet. Finding tools for accurately measuring online viewers'' behavior remains the next challenge. Until then, the number of business models available to digital video rights owners and distributors is expanding.

Your company has created a revenue model on the emerging media prospects and influenced the cinema industry by encouraging emerging film makers through short film contests and workshops Your company has established Global brands in Digital Media which includes TORI flying high by scoring 711 rank across the Globe, teluguone.com, kidsone.in; YouTube.com/TeluguOne had become the 2nd biggest channel in country and is now focusing on the Digital Media Content Development and Trainings.

Your Company has been building lot of in house content which is exclusive and unique to your company which includes short comedy clips, animated content. Along with this, your company is creating alternative content in health, lifestyle, Fashion and Spiritual domains. Your company''s association with YouTube for both short form and long form videos is yielding good revenues.

Radios are not excluded from this; rather Internet radio is the trend in the market registering its incremental growth every year constantly. It is just because of the shifts in consumer listening behavior from terrestrial radio to streaming stations, Users are embracing internet radio on a growing range of devices, from PCs, smartphones and tablets to automobiles, connected home appliances and other gadgets. This change is enhancing our listenership and more listeners are hooked to TORi now.

SUBSIDIARIES:

As required under Section 212 of the Companies Act, 1956, the subsidiary financial statement of accounts for the period ended 31st March, 2014 is annexed.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, a Report on Corporate Governance along with the Auditor''s certificate on the compliance is also annexed herewith and forms part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

Pursuant to the Provision of Section 152 of the Companies Act, 2013, Mr. Viswanadh Dasari (DIN No. 00490226) retires by rotation at the ensuing AGM and offer him for re-appointment and Mr B.S.N.Kumar (DIN 00496855), Mr. Sana Satish Babu (DIN 01134948) and Mr. Kallepalli Mohan (DIN 01949591) being proposed to be appointed as Independent Director for the period of 5 years under the Companies Act, 2013 not liable to retire by rotation.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss account of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. P. MURALI & CO., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility pursuant to Section 224 (1B) of the Companies Act, 1956 and willingness to accept office, if re-appointment at the ensuing Annual General Meeting

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs. 60,00,000/- or more per annum or Rs.5,00,000/- or more per month during the year or for a part of the year.

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

The Disclosures required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, for the year ended March 31st, 2014 are as follows:

A) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for saving energy wherever possible.

B) Technology absorption, adaptation and innovation: No technology either indigenous or foreign is involved.

C) Research and Development (R&D): No research and development has been carried out during the year.

D) Foreign Exchange earnings and outgo:

Foreign Exchange earnings: Rs 3,84,22,495/- against IT, IT enabled Services and other income Foreign Exchange outgo: Rs 92,314/- for foreign tour

ACKNOWLEDGEMENTS:

Your Directors place on record the appreciation for the sincere efforts and active involvement of employees at various levels of the Company in its operations. The Directors also place on record the appreciation for the support received from Banks and other Government Agencies.

The Directors express gratitude to the shareholders of the company for the confidence reposed in the management.

For and on behalf of the Board ObjectOne Information Systems Limited

Sd/- Sd/- Place: Hyderabad K Ravi Shankar K Mallikarjuna Rao Date: 03-09-2014 Managing Director Wholetime Director

---

Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting SEVENTEENTH ANNUAL REPORT of your company together with the audited financial statements for the financial year 2012-13.

CONSOLIDATED FINANNCIAL RESULTS Rupees in Lakhs



PARTICULARS 2012-13 2011-12

Gross Income 3573.77 3412.56

Expenditure 3495.76 3251.75

Gross Profit Before Depreciation 78.01 160.81

Depreciation 58.55 55.97

Profit for the year before Tax 19.46 104.84

Prior period adjustments 0 0

Provision for Income Tax 5.33 24.28

Provision for Deferred Tax 1.35 11.53

MAT Credit 9.75 0

Profit after Tax 22.53 69.03

Profit brought forward 285.30 217.82

Minority Interest 0 1.55

Profit carried forward to Balance Sheet 307.83 285.30

The consolidated income of Rs. 3573.77 lakhs during the year against previous year income of Rs. 3412.53 lakhs and Net Profit of Rs. 22.53 lakhs during the year against previous year Net Profit of Rs. 69.03 lakhs.



Rupees in Lakhs

STAND ALONE FINANCIAL RESULTS

PARTICULARS 2012-13 2011-12

Gross Income 553.05 570.63

Expenditure 490.12 479.08

Gross Profit Before Depreciation 62.93 91.55

Depreciation 58.55 55.58

Profit for the year before Tax 4.38 35.97

Prior period adjustments 0 0

Provision for Income Tax 0.83 7.38

Provision for Deferred Tax 1.35 11.67

MAT Credit 9.75 0

Profit after Tax 11.95 16.92

Profit brought forward 7.59 (9.33)

Profit carried forward to Balance Sheet 19.54 7.59

Performance

The Company has earned the income of Rs. 553.05 lakhs during the year against previous year income of Rs. 570.63 lakhs and Net Profit of Rs. 11.95 lakhs during the year against previous year Net Profit of Rs. 16.92 lakhs.

BUSINESS OVERVIEW:

Global Entertainment and Media outlook shows that as media consumption becomes fragmented across multiple devices, from traditional television to smartphones and tablets, people increasingly seek personalised experiences: their content on their chosen devices when they want it.

People are abandoning traditional pay TV subscriptions and instead accessing content via cheaper mobile-based services, as well as the growing use of multi-screening via smartphones and tablets to comment on and share TV content via social media.

From sports to politics, video has become a pop culture phenomenon. 2012 saw the emergence of the first "online Olympics" and the first "digital election" due to the number of online videos streamed and social media impressions of both.

Trend and reports also demonstrates that consumer spending on Media & Entertainment content continues to shift away from physical purchases to digital downloads. Online video consumption continues to surge, and has most recently outpaced TV consumption.

In a world becoming increasingly mobile and technology throwing in new mobile devices, with customers demanding access to services and content anywhere and at any time, Internet enabled devices, mobile media is moving business away from traditional media and becoming a more integrated and central part of customers media consumption.

Your company has created a revenue model on the emerging media prospects.

Your company has established Global brands in Digital Media which includes TORI, teluguone.com, kidsone.in is now focusing on the content syndication as well as delivery technologies on Internet and mobile devices. Your company has developed apps for I phone/ I pad and Android devices..

viewers will spend 2.5x more time watching a slightly longer short-form video, if the content is personally relevant to them. Video ads have become the most popular rich media format for ad buyers. Advertisers are recognizing the return on online video advertising, and are steadily increasing their spending year over year.

Forrester predicts online video advertising spend will grow from $2.9 billion in 2012, to $9 billion by 2017, for a 26 percent growth rate each year.

ComScore reported that more than half of tablet users watched video content this year, compared to only 20 percent of smartphones users. However, eMarketer is forecasting double-digit growth of video consumption among smartphones, a 22 percent increase in 2012 to 70.8 million users. Mobile video is racing into the top five video advertising alternatives, according to Forrester and the National Association of Advertisers

Keeping these trends in mind your company has created and acquired content targeting age group 18-35 which includes Short films, spoofs, sitcoms etc.

"To succeed in today''s digital environment, firms must deliver smarter, more customer-centric interactions that feel like they were tailored for each user and his or her specific set of circumstances."

Your Company owns a huge repository of content both acquired a well as developed in-house which is smarter and customer centric. This year the focus has been on building in house content which will be exclusive and unique to your company which includes short comedy clips, animated content. Your company''s association with youtube for both short form and long form videos is yielding good revenues.

TORI - Worlds First Telugu Global Radio: Teluguone Radio on Internet popularly known as TORI has emerged as the world''s first global telugu radio is now available on all the GPRS and 3G phones. Apps have been developed and implemented for Apple and Android phones. TORI has reported a 7.5mn Tune-Ins in the last month which is a substantial in number. However ad-network are moving very slow wrt.intream audio advertisements hence the revenue is not upto the expected levels. How ever we expect a swing in our favour in this financial year..

SUBSIDIARIES:

As required under Section 212 of the Companies Act, 1956, the subsidiary financial statement of accounts for the period ended 31st March, 2013 is annexed.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, a Report on Corporate Governance along with the Auditor''s certificate on the compliance is also annexed herewith and forms part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

Mr. K. Mohan and Mr. M. Vijay Kuamr Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss account of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. P. MURALI & CO., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility pursuant to Section 224 (1B) of the Companies Act, 1956 and willingness to accept office, if re-appointment at the ensuing Annual General Meeting

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs. 60,00,000/- or more per annum or Rs.5,00,000/- or more per month during the year or for a part of the year..

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

The Disclosures required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, for the year ended March 31st, 2013 are as follows:

A) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for saving energy wherever possible.

B) Technology absorption, adaptation and innovation: No technology either indigenous or foreign is involved.

C) Research and Development (R&D): No research and development has been carried out during the year.

D) Foreign Exchange earnings and outgo:

Foreign Exchange earnings: Rs 4,80,43,955/- against IT, IT enabled Services and other income Foreign Exchange outgo: Rs NIL

ACKNOWLEDGEMENTS:

Your Directors place on record the appreciation for the sincere efforts and active involvement of employees at various levels of the Company in its operations. The Directors also place on record the appreciation for the support received from Banks and other Government Agencies.

The Directors express gratitude to the shareholders of the company for the confidence reposed in the management.



For and on behalf of the Board

ObjectOne Information Systems Limited



Sd/- Sd/-

Place: Hyderabad K Ravi Shankar K. Mallikarjuna Rao

Date: 03.09.2013 Managing Director Wholetime Director

---

Mar 31, 2012

Dear Members,

The Directors take pleasure in presenting SIXTEENTH ANNUAL REPORT of your company together with the audited financial statements for the financial year 2011-12.

CONSOLIDATED FINANNCIAL RESULTS

Rupees in Lakhs

PARTICULARS 2011-12 2010-11

Gross Income 3412.56 2877.90

Expenditure 3251.75 2744.33

Gross Profit Before Depreciation 160.81 133.57

Depreciation 55.97 53.19

Profit for the year before Tax 104.84 80.38

Prior period adjustments 0 0

Provision for Income Tax 24.28 11.61

Provision for Deferred Tax 11.53 (61.11)

Profit after Tax 69.03 129.89

Profit brought forward 217.82 89.56

Minority Interest 1.55 1.63

Profit carried forward of Balance Sheet 285.30 217.82

The consolidated income of Rs. 3412.56 lakhs during the year against previous year income of Rs. 2877.90 lakhs and Net Profit of Rs. 69.03 lakhs during the year against previous year Net Profit of Rs. 129.89 lakhs.

STAND ALONE FINANCIAL RESULTS

Rupees in Lakhs

PARTICULARS 2011-12 2010-11

Gross Income 570.63 502.36

Expenditure 479.08 438.43

Gross Profit Before Depreciation 91.55 63.93

Depreciation 55.58 52.80

Profit for the year before Tax 35.97 11.13

Prior period adjustments 0 0.00

Provision for Income Tax 7.38 2.06

Provision for Deferred Tax 11.67 (61.01)

Profit after Tax 16.92 70.08

Profit brought forward (9.33) (79.41)

Profit carried forward to Balance Sheet 7.59 (9.33)

Performance

The Company has earned the income of Rs. 570.63 lakhs during the year against previous year income of Rs. 502.36 lakhs and Net Profit of Rs. 16.92 lakhs during the year against previous year Net Profit of Rs. 70.08 lakhs.

BUSINESS OVERVIEW:

Digital Media environment, your company is operating in is providing an increasingly multiplatform environment. Keeping hold of digital assets and distributing them in a profitable way is becoming an increasing challenge. Consumers are given the opportunity to view the content across multiple media streams, each bringing a monetization opportunity for content owners. 2011 saw the increasing shift away from tape based into digital workflow methods, this looks set to continue in the years ahead, with content owners like us looking deeper into the cloud.

A major new report from professional services firm Ernst & Young has found that digital media looks likely to increase overall media & entertainment revenues over the next few years, and will account for a growing proportion of the total. Your company is well trenched in this area of digital media.

It found that around half of all global media and entertainment CEOs believe digital revenues will increase their overall revenues and margins by at least 10% within the next three years.

The biggest drivers of growth in content consumption are mobile devices (including tablets) which is the key to spurring demand for content.

Your company is especially bullish about emerging markets, where growing mobile device availability coupled with an improving wireless broadband infrastructure are creating significant opportunities for media companies to grow.

"Content and intellectual property does give us an opportunity to add, or develop, a new business approach and a new structure to the way we develop our business, particularly in media planning and buying."

Americans on average watched 90 minutes a week less traditional television in the first quarter of 2012 compared to the previous year, according to an analysis of Nielsen data by informitv. Internet video viewing is rising rapidly, with young adults watching on multiple devices. This trend is no different in the other parts of the world.

This year we have concentered on building our own IP''s in animation and videos this year. Your company has entered into an agreement for 2D animation content creation with India''s leading Production house to partner in developing 2d Content. This should bring in a substantial volume of business in the coming financial year. We are increasing our head content in this line of business.

Another initiative being launched this year is LearnOne – a web based learning initiativeWith Broadband penetration into homes even in Rural India, many educational institutions and organizations are seeking to take advantage of the benefits offered by distributed learning, such as increased accessibility and improvements in learning. Learning advantages have consistently been found whenever well-designed instruction is delivered through Internet. Web-based instruction can be conveniently modified and redistributed, readily accessed, and quickly linked to related sources of knowledge, thus establishing a backbone for "anytime, anywhere" learning. To start with we are launching web designing, Graphics , 2D and 3D animation courses through web. In the first year of operation we target to reach around 1500 students. Students on completion of course through learnone will be provided opportunity to become self employed by offering content to our youtube channel on a revenue share.

SUBSIDIARIES:

As required under Section 212 of the Companies Act, 1956, the subsidiary''s financial statement of accounts for the period ended 31st March, 2012 is annexed.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, a Report on Corporate Governance along with the Auditor''s certificate on the compliance is also annexed herewith and forms part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act,1956 and the rules made there under.

DIRECTORS

Mr. Sana Satish Babu and Mr. Viswanadh Dasari Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss account of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. P. MURALI & CO., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility pursuant to Section 224 (1B) of the Companies Act, 1956 and willingness to accept office, if re-appointment at the ensuing Annual General Meeting

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs. 60,00,000/- or more per annum or Rs.5,00,000/- or more per month during the year or for a part of the year.

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

The Disclosures required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, for the year ended March 31st, 2012 are as follows:

A) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for saving energy wherever possible.

B) Technology absorption, adaptation and innovation: No technology either indigenous or foreign is involved.

C) Research and Development (R&D): No research and development has been carried out during the year.

D) Foreign Exchange earnings and outgo:

Foreign Exchange earnings: Rs 4,72,15,618/- against IT, ITenabled Services and other income

Foreign Exchange outgo: Rs NIL

ACKNOWLEDGEMENTS:

Your Directors place on record the appreciation for the sincere efforts and active involvement of employees at various levels of the Company in its operations. The Directors also place on record the appreciation for the support received from Banks and other Government Agencies.

The Directors express gratitude to the shareholders of the company for the confidence reposed in the management.

For and on behalf of the Board

ObjectOne Information Systems Limited

Sd/- Sd/-

Place: Hyderabad K Ravi Shankar K. Mallikarjuna Rao

Date: 03.09.2012 Managing Director Wholetime Director

---

Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting FIFTEENTH ANNUAL REPORT of your company together with the audited financial statements for the financial year 2010-11.

CONSOLIDATED FINANNCIAL RESULTS

Rupees in Lakhs PARTICULARS 2010-11 2009-10

Gross Income 2877.59 2965.78

Expenditure 2744.02 2903.29 Gross Profit Before Depreciation 133.57 62.49

Depreciation 53.19 51.09

Profit for the year before Tax 80.38 11.40

Prior period adjustments 0 4.17

Provision for Income Tax 11.61 12.23

Provision for Deferred Tax (61.10) 7.32

Profit after Tax 129.89 (8.15)

Profit brought forward 89.56 101.88

Minority Interest 1.63 1.67

Profit carried forward to Balance Sheet 217.82 87.89

The consolidated income of Rs. 2877.59 lakhs during the year against 7previous year income of Rs. 2965.78 lakhs and Net Profit of Rs. 129.89 lakhs during the year against previous year Net Loss of Rs. 8.15 lakhs.

STAND ALONE FINANCIAL RESULTS Rupees in Lakhs

PARTICULARS 2010-11 2009-10

Gross Income 502.36 327.28

Expenditure 438.43 325.35

Gross Profit Before Depreciation 63.93 1.93

Depreciation 52.80 50.26

Profit for the year before Tax 11.13 (48.33)

Prior period adjustments 0.00 4.17

Provision for Income Tax 2.06 0.00

Provision for Deferred Tax (61.01) 7.40

Profit after Tax 70.08 (59.90)

Profit brought forward (79.41) (19.51)

Profit carried forward to Balance Sheet (9.33) (79.41)

Performance

The Company has earned the income of Rs. 502.36 lakhs during the year against previous year income of Rs. 327.28 lakhs and Net Profit of Rs. 70.08 lakhs during the year against previous year Net Loss of Rs. 59.90 lakhs.

BUSINESS OVERVIEW:

From streaming video to downloading music to social networking, content on the Internet and the means through which it is distributed across the Globe is evolving at a rapid pace. Your company is one among the pioneers operating in this segment from India. While many traditional media companies are reeling under the effects of new media innovations, a great number of new media companies are fast emerging. Albeit, your company has well established its brand among Netizens.

We are living in the midst of a thriving and expanding video economy - one which is driven by innovation, competition, and the emergence of alternatives to traditional broadcast and distribution models. While the pay-TV industry continues to grow on a global scale, particularly in emerging markets, a multitude of over-the-top (OTT) options and the explosion of Web-ready mobile devices and tablets are fueling consumers'' expectation of instant media access from any device. Video is going mobile at an astonishing rate, and the compelling multi-screen experience has consumers exploring all varieties of options for gaining access to the content they want, anytime and anywhere.

With a rich library of Telugu movie content, animation content and in-house created content, we are geared up to take advantage of the emerging trends in video economy. This vibrant video economy offers content providers the opportunity to monetize content across a wider range of platforms and even opens the door to direct-to-consumer content delivery. As changing modes of video consumption change the way that content is produced, packaged, and distributed, a supply chain infrastructure, from production through delivery, that enables content providers and service providers alike to engage and prosper in today''s video economy is being established. ObjectOne offers its content through an integrated solution which provides the performance, versatility, and reliability essential in the delivery of high-value goods and services in the multi-screen environment.

It is the biggest shift in television''s history: Be at the heart of this once-in-a-generation opportunity to completely reinvent the TV - this will be the slogan of your company for next three years to consolidate ourselves in this growing horizon. Forecasts of 350 million Connected TVs - set to sell by 2015 and TV applications predicted to generate a remarkable «1.3 Billion in annual revenue by 2013, are underlined by serious spending, big product launches and strategy overhauls from major players.

ObjectOne is at the helm of affairs. However, Premium applications, multi-platform delivery, interactive advertising, branded entertainment, unbundled products and recommendation services are all lucrative opportunities where your company will focus on. We have established a center par excellence to build APPS for different platforms and devices.

SUBSIDIARIES:

As required under Section 212 of the Companies Act, 1956, the subsidiary''s financial statement of accounts for the period ended 31st March, 2011 is annexed.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, a Report on Corporate Governance along with the Auditor''s certificate on the compliance is also annexed herewith and forms part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any deposit within the meaning of Section 58A of the Companies act, 1956 and the rules made there under.

DIRECTORS

Mr. M. Vijay Kumar, Mr. B.S.N. Kumar and Mr. Mohan Muralidhar Venegalla Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss account of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. P. MURALI & CO., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility pursuant to Section 224 (1B) of the Companies Act, 1956 and willingness to accept office, if re-appointment at the ensuing Annual General Meeting

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs. 24,00,000/- or more per annum or Rs.2,00,000/- or more per month during the year or for a part of the year.

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

The Disclosures required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, for the year ended March 31st, 2011 are as follows:

A) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying easures for saving energy wherever possible.

B) Technology absorption, adaptation and innovation: No technology either indigenous or foreign is involved.

C) Research and Development (R&D): No research and development has been carried out during the year.

D) Foreign Exchange earnings and outgo:

Foreign Exchange earnings: Rs 30,236,614/- against IT, ITenabled Services and other income

Foreign Exchange outgo: Rs NIL

ACKNOWLEDGEMENTS:

Your Directors place on record the appreciation for the sincere efforts and active involvement of employees at various levels of the Company in its operations. The Directors also place on record the appreciation for the support received from Banks and other Government Agencies.

The Directors express gratitude to the shareholders of the company for the confidence reposed in the management.

For and on behalf of the Board ObjectOne Information Systems Limited

Sd/- Sd/-

Place: Hyderabad K Ravi Shankar M. Vijaya Kumar

Date: 02.09.2011 Managing Director Director

---

Mar 31, 2010

TO THE MEMBERS

The Directors hereby present the FOURTEENTH ANNUAL REPORT of your company together with the Audited Financial Statements for the financial year ended March 31sl, 2010,

FINANCIAL RESULTS-STAND ALONE Rupees in Lakhs

PARTICULARS 2009-10 2008-09

Gross Income 327.28 315.01

Expenditure 325.35 333.91

Gross Profit Before Depreciation 1.93 (18.90)

Depreciation 50.26 42.61

Profit for the year before Tax (48.33) (61.51)

Prior period adjustments 4.17 0.00

Provision for Income Tax 0.00 0.00

Provision for FBT 0.00 0.92

Provision for Deferred Tax 7.40 5.20

Profit after Tax (59.90) (67.63)

Profit brought forward (19.51) 48.12

Profit carried forward to Balance Sheet (79.41) (19.51)

Performance

The Company has earned the income of Rs 327.28 lakhs during the year against previous year income of Rs 315,01 lakhs and Gross Profit of Rs.1.93 lakhs during the year against previous year Gross Loss of Rs.18.90 lakhs.

SUBSIDIARIES:

As required under Section 212 of the Companies Act, 1956, the subsidiary''s financial statement of accounts for the period ended 31st March, 2010 is annexed.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, a Report on Corporate Governance along with the Auditor''s certificate on the compliance is also annexed herewith and forms part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

Mr. K, Mohan, Mr. I. Venkat and Mr. Viswanath Dasari Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment,

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

(i) in the preparation of the annual accounts for the financial year ended 31s'' March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss account of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annua! accounts on a going concern basis.

AUDITORS

M/s. P. MURAL! & CO., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility pursuant to Section 224 (t B) of the Companies Act, 1956 and willingness to accept office, if re-appointment at the ensuing Annual General Meeting

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs. 24,00,000/- or more per annum or Rs. 2,00,000/- or more per month during the year or for a part of the year.

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

The Disclosures required under Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Pules, 1988, for the year ended March 31sl, 2010 are as follows:

A) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying easures for saving energy wherever possible.

B) Technology absorption, adaptation and innovation: No technology either indigenous or foreign is involved.

C) Research and Development (R&D): No research and development has been carried out during the year.

D) Foreign Exchange earnings and outgo:

Foreign Exchange earnings: Rs. 2,33,41,865/- against IT enabled Services and other income

Foreign Exchange outgo: Rs. NIL towards foreign travel.

Foreign Exchange outgo: Rs. NIL towards foreign company acquisition

ACKNOWLEDGEMENTS:

Your Directors place on record the appreciation for the sincere efforts and active involvement of employees at various levels of the Company in its operations. The Directors also place on record the appreciation for the support received from Banks and other Government Agencies.

The Directors express gratitude to the shareholders of the company for the confidence reposed in the management.

For and on behalf of the Board

Object One Information Systems Ltd.

Sd/- Sd/-

K Ravishankar M. Vijay Kumar

Managing Director Director

Place : Hyderabad

Date ; 02.09.2010