Directors Report of Tej Infoways Ltd.

Mar 31, 2014

The Members of

M/s. TEJ INFOWAYS LIMITED

The Directors have pleasure in presenting the 23rd Annual Report of the company together with the Audited Accounts for the year ended 31st March 2014 .

FIANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2013-14 2012-13

Total Income 2126.44 1893.43

Operating Profit 23.38 19.14

Balance Brought Forward 289.52 259.29

Balance Carried Forward 305.24 289.52

FINANCIAL PERFORMANCE OF THE COMPANY

The Board is happy to inform that total revenue of the Company''s business have grown from 1893.43 lakhs for the financial year ended on 31s1 March 2013 to 2126.44 lakhs for the financial year ended 31st March, 2014.

COMPANY''S LISTING ON BSE:

Apart from listing on Ahmedabad Stock Exchange and Madras Stock Exchange the company is taking steps to get its shares listed on the BSE Stock Exchange also Under Direct Listing.

ADDITIONAL INFORMATION AS REQUIRED U/S 217<1)
(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying

measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is

involved.

(ii) Research and Development (R & D): No research and Development has been carried out.

(b) Foreign exchange earnings : NIL Foreign exchange out go: NIL

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2011, 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 where employed for a part of the year.

BOARO OF DIRECTORS

Mr R. Srinivasa Rao, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

STATUTORY AUDITORS

M/s. P Murali & Co., Chartered Accountants appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Fourth Annual General Meeting of the Company to be held in the year 2017 {subject to ratification of their appointment at every AGM), at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the tlirectors 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 sate of affairs of the Company at the end of the financial year and/ of the Profit or Loss 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) the Directors had prepared the annual accounts on a going concern basis STATEMENT PURSUANT TO LISTING AGREEMENT

The company''s Equity shares are listed at:

1. Madras Stock Exchange Limited, Chennai.

2. 1 Ahmedabad Stock Exchange Limited, Ahmedabad

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

CORPORATE GOVERNANCE:

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors'' Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure" to this Report."

CODE OF CONDUCT

The Company has formulated and implemented a Code of Conduct for Board Members and Senior Management of the Company. Requisite annual affirmations of compliance with the respective Codes have been made by the Directors and Senior Management of the Company.

FIXED DEPOSITS

The company has not accepted any public deposits and, as such no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

PERSONNEL

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the Co-Operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

The Directors thank the company''s customers, vendors, investors, business associates, bankers and other agencies for their support to the company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the company continues to grow and excel.

for and on behalf of the Board of TEJ INFOWAYS LIMITED

PLACE: HYDERABAD. DATE : 01,09,2014 Sd/- Sd/- (N Grishma) (K.Ramachander Rao) Managing Director Director

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Mar 31, 2013

The Members of

M/s. TEJ INFOWAYS LIMITED

The Directors have pleasure in presenting the 22nd Annual Report of the company together with the Audited Accounts for the year ended 31st March 2013

FIANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2012-13 2011-12

Total Income 1893.43 1615.56

Operating Profit 19.14 14,86

Balance Brought Forward 259.29 227.04

Balance Carried Forward 289.52 259.29

FINANCIAL PERFORMANCE OF THE COMPANY

The Board is happy to inform that total revenue of the Company''s business have grown from 1615,56 lakhs for the financial year ended on 31st March 2012 to 1893.43 lakhs for the financial year ended 31sl March, 2013. During this financial year the Company has recorded a net profit of Rs. 289.52 Lakhs as against the previous year''s net profit of Rs259.29 Lakhs.

COMPANY''S LISTING ON BSE:

Apart from listing on Ahmedabad Stock Exchange and Madras Stock Exchange the company is taking steps to get its shares listed on the BSE Stock Exchange also Under Direct Listing.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.


(ii) Research and Development {R & D): No research and Development has been carried out.


PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2011, 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 where employed for a part of the year.

BOARD OF DIRECTORS

Mr G.V.Lakshmi Narasimha Raju retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment,

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment

M/s. P.Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration

DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the Annual Accounts, 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 sate of affairs of the Company at the end of the financial year and/ of the Profit or Loss 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) the Directors had prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENT

The company''s Equity shares are listed at:

1. Madras Stock Exchange Limited, Chennai.

2. Ahmedabad Stock Exchange Limited, Ahmedabad.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

CORPORATE GOVERNANCE;

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors'' Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure" to this Report."

CODE OF CONDUCT

The Company has formulated and implemented a Code of Conduct for Board Members and Senior Management of the Company. Requisite annua! affirmations of compliance with the respective Codes have been made by the Directors and Senior Management of the Company.

FIXED DEPOSITS

The company has not accepted any public deposits and, as such no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet

PERSONNEL

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the Co-Operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

The Directors thank the company''s customers, vendors, investors, business associates, bankers and other agencies for their support to the company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the company continues to grow and excel. -

for and on behalf of the Board of TEJ INFOWAYS LIMITED

PLACE : HYDERABAD.

DATE : 02,09,2013 Sd/- Sd/-

{N Grishma) {K.Ramachander Rao)

Managing Director Director

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Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report of the company together with the Audited Accounts for the year ended 31s March 2012

FIANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2011 — 12 2010—11

Total Income 1615.56 1523.50

Operating Profit 14.86 12.28

Balance Brought Forward 227.04 201.42

Balance Carried Forward 259.29 227.04

FINANCIAL PERFORMANCE OF THE COMPANY

The Board is happy to inform that in addition to the software development the Company''s construction activities have grown, the total revenue of the Company for the financial year ended 31 March, 2012 is Rs 1615.56 Lakhs as compared to the previous year''s total revenue of Rs. 1523.50 Lakhs. During this financial year the Company has recorded a net profit of Rs. 259.29 Lakhs as against the previous year''s net profit of Rs.227.04 Lakhs.

COMPANY''S LISTING ON BSE:

Apart from listing on Ahmedabad Stock Exchange and Madras Stock Exchange the company is taking steps to get its shares listed on the BSE Stock Exchange also Under Direct Listing.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is involved.

(ii) Research and Development (R & D): No research and Development has been carried out.

(b) Foreign exchange earnings : NIL

Foreign exchange out go: NIL

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2011, 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 where employed for a part of the year.

BOARD OF DIRECTORS

Mr R. Srinivasa Rao & Mr. M S V Prasad, retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

During the period under review, Mr N. Suryaprakash Rao, resigned as the Managing Director of the Company w.e.f.17th September 2011. Board of Directors in its Meeting held on 17th September 2011 appointed Mrs. N Grishma as the Managing Director of the Company subject to approval of members in the ensuing general meeting.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P.Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1 B) of the Companies Act, 1956. The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration

DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the Annual Accounts, 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 sate of affairs of the Company at the end of the financial year and/ of the Profit or Loss 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) the Directors had prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENT

The company''s Equity shares are listed at:

1. Madras Stock Exchange Limited, Chennai.

2. Ahmedabad Stock Exchange Limited, Ahmedabad.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

CORPORATE GOVERNANCE:

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors'' Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure" to this Report."

CODE OF CONDUCT

The Company has formulated and implemented a Code of Conduct for Board Members and Senior Management of the Company. Requisite annual affirmations of compliance with the respective Codes have been made by the Directors and Senior Management of the Company.

FIXED DEPOSITS

The company has not accepted any public deposits and, as such no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

PERSONNEL

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the Co-Operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

The Directors thank the company''s customers, vendors, investors, business associates, bankers and other agencies for their support to the company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the company continues to grow and excel.

For and on behalf of the Board of TEJ INFOWAYS LIMITED

PLACE : HYDERABAD.

DATE : 01.09.2012 Sd/- Sd/-

( R. Srinivasa Rao) (K. Ramachander Rao) Director Director

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Mar 31, 2011

The Members of

M/s. TEJ INFOWAYS LIMITED

The Directors have pleasure in presenting the 20th Annual Report of the company together with the Audited Accounts for the year ended 31st March 2011

FIANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2010- 11 2009-10

Total Income 1613.06 1566.05

Operating Profit 12.28 10,88

Balance Brought Forward 201.42 196.13

Balance Carried Forward 227.04 201.42

FINANCIAL PERFORMANCE OF THE COMPANY

The Board is happy to inform that in addition to the software development the Company''s construction activities have grown, the total revenue of the Company for the financial year ended 31st March, 2011 is Rs.1613.06 Lakhs as compared to the previous year''s total revenue of Rs. 1566.05 Lakhs. During this financial year the Company has recorded a net profit of Rs. 227.04 Lakhs as against the previous year''s net profit of Rs.201.42 Lakhs.

COMPANY''S LISTING ON BSE INDONEXT

Apart from listing on Ahmedabad Stock Exchange and Madras Stock Exchange the company is taking steps to get its shares listed on the BSE INDONEXT. -

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is involved.

(ii) Research and Development (R & D): No research and Development has been carried out.

(b) Foreign exchange earnings : NIL Foreign exchange out go: NIL

: 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 where employed for a part of the year.

BOARD OF DIRECTORS

Mr K. Ramachander Rao & Mr. G.V.Lakshmi Narasimha Raju, retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P.Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1 B) of the Companies Act, 1956. The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration

DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the Annual Accounts, 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 sate of affairs of the Company at the end of the financial year and/ of the Profit or Loss 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) the Directors had prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENT

The company''s Equity shares are listed at: »

1. Madras Stock Exchange Limited, Chennai.

2. Ahmedabad Stock Exchange Limited, Ahmedabad.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

CORPORATE GOVERNANCE:

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors'' Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure" to this Report."

PERSONNEL

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the Co-Operation and loyal services rendered by the employees.

FIXED DEPOSITS

The company has not accepted any public deposits and, as such no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

ACKNOWLEDGEMENTS

The Directors thank the company''s customers, vendors, investors, business associates, bankers and other agencies for their support to the company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the company continues to grow and excel.

For and on behalf of the Board of TEJ INFOWAYS LIMITED

PLACE : HYDERABAD.

DATE : 02.09.2011 Sd/- Sd/-

Director Director