12012 2th annual rep 13 ort · annual report 2012-2013 3 7. the ministry of corporate affairs vide...

12th ANNUAL REPORT

2012‐13

CORPORATE INFORMATIONBOARD OF DIRECTORS

Mr. Ravi Kumar D Chairman and Managing DirectorMr. Ramdas Janardhana Kamath* Independent DirectorDr. Mathew James Manimala Independent DirectorDr. Subramanya Reddy D K Independent DirectorMr. Mohan Hosahalli Ramakrishna Independent DirectorMr. Ashok Kumar Jultha** DirectorDr. Madhu Sudhana Reddy M *** Independent Director(* Up to 20th September, 2013)(** Up to 13th August, 2012)(***With effect from 12th Nov 2013)

COMPANY SECRETARY

Mr. Vijayendra R

AUDIT COMMITTEE BANKERS

Mr. Ramdas Janardhana Kamath Chairman State Bank of TravancoreDr. Subramanya Reddy D K Member Axis Bank LimitedMr. Mohan Hosahalli Ramakrishna Member United Bank of India South Indian BankWith effect from 12th November, 2013 Central Bank of IndiaMr. Mohan Hosahalli Ramakrishna ChairmanMr. Ravi Kumar D MemberDr. Subramanya Reddy D K Member

REMUNERATION COMMITTEE STATUTORY AUDITORS

Dr. Mathew James Manimala Chairman M/s. K Gopalakrishnan & Co.,Mr. Ramdas Janardhana Kamath Member Chartered Accountants,Mr. Mohan Hosahalli Ramakrishna Member #120, Infantry Road, Bangalore – 560 001.With effect from 12th November, 2013Dr. Mathew James Manimala ChairmanDr. Subramanya Reddy D K MemberMr. Mohan Hosahalli Ramakrishna Member

SHAREHOLDERS GRIEVANCE COMMITTEE REGISTERED OFFICE

Dr. Subramanya Reddy D K Chairman #74/75, 3rd Cross,Mr. Mohan Hosahalli Ramakrishna Member 1st Main, N.S. Palya,Mr. Ravi Kumar D Member Bannerghatta Road, Bangalore – 560 076.

Nameof the

employeeDesignation Remuneration

receivedNature of

employmentQualification/ Experience

Date ofcommencementof employment

Age ofthe

employee

Lastemployment

held

SubramaniamIyer CEO 80.27 Permanent

Fellowship,MMS,

26 years11 - 11 - 2011 50

yearsEmergentVentures

1. Notice of 12th Annual General Meeting 02

2. From the the CMD’s Desk 08

3. Directors’ Report 09

4. Management Discussion and Analysis 13

5. Corporate Governance Report 18

6. Auditors’ Report - Standalone 25

7. Standalone Financials 28

8. Disclosure on Subsidiaries 54

9. Auditors’ Report - Consolidated 55

10. Consolidated Financials 56

11. Proxy Form and Attendance Slip 87

Index

Acropetal Technologies Limited2

Association of the Company and Sections 198, 269, 309, 310, 311 and other applicable provisions, if any, of the Companies Act, 1956 (“the Act”) read with Schedule XIII of the Act, including any amendment(s) or modification(s), or re-enactment thereof approval be and is hereby given for the reappointment of Mr. Ravi Kumar D as Managing Director of the Company for a period of 3 years with effect from 15-12-2012 on the following remuneration:

The remuneration viz, Salary, allowances and perquisites shall not exceed `90.00 lacs (Rupees ninety lakhs only) per annum which shall be inclucive of:

a) Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax, 1961;

b) Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service; and

c) Encashment of leave at the end of the tenure.

subject to availability of adequate profits as prescribed under Section I of Part II of Schedule XIII of the Act or

In case of loss or inadequate profits to remunerate as above, the remuneration payable for the financial year shall be based on the effective capital as on the last date of each of the preceding financial year, as prescribed under Section II of Part II of Schedule XIII of the Act and the perquisites mentioned at (a), (b), and (c) above.

Resolved further that for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things as may be deemed necessary or desirable or to settle any question or difficulty that may arise, in such manner as it may deem fit.

By Order of the BoardFor Acropetal Technologies Limited

Vijayendra RCompany Secretary

Date: 12th November, 2013Place: Bangalore

Registered Office:#74/75, 3rd Cross 1st Main,N S Palya, Bannerghatta Road,Bangalore- 560 076.

NOTICE OF TWELFTH ANNUAL GENERAL MEETING

Acropetal Technologies Limited

Registered office: # 74/75, 3rd Cross, 1st Main, N. S. Palya, Bannerghatta Road,

Bangalore- 560 076

Notice is hereby given that the Twelfth Annual General Meeting of Acropetal Technologies Limited will be held on Thursday 26th December, 2013 at 10.00 a.m. at Kutchi Bhavan, 44B,1st Main Road, J.P. Nagar, 3rd Phase, Opp. Mini Forest, (Near Shoppers’ Stop, Bannerghatta Road), Bangalore - 560 078 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2013 and the Profit and Loss account for the year ended on that date together with the reports of Directors and the Auditors thereon.

2. To appoint Dr. Subramanya Reddy D K who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint Auditors and to authorise the Board of Directors to fix their remuneration.

SPECIAL BUSINESS:

4. To consider and if thought fit to pass, with or without modification(s), the following Resolution as Ordinary Resolutions:

“Resolved that pursuant to the provisions of Section 161 and other applicable provisions of the Companies Act, 2013, Dr. Madhu Sudhana Reddy M, who was appointed as an additional director by the board of Directors of the Company with effect from 12th November 2013, and who holds office as such up to the date of this Annual General Meeting and in respect of whom the Company has received a Notice in writing along with requisite deposit from a member of the Company, signifying his intension to propose the appointment of Dr. Madhu Sudhana Reddy M, as a director of the Company, pursuant to the provisions of Section 257 of the Companies Act, 1956, be and is hereby appointed as a director of the Company liable to retire by rotation.”

5. To consider and if thought fit to pass, with or without modification, the following resolution as special resolutions:

“Resolved that pursuant to the Articles of

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50


Annual Report 2012-2013 3

7. The Ministry of Corporate Affairs vide circular No.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively has undertaken a Green initiative in corporate Governance and allowed companies to send documents to their shareholders through an electronic mode. Members are requested to support this green initiative by registering/updating their e-mail IDs as follows.

Register/update your e mail ID, for the purpose of releasing annual report and other communication with the Company or with our Registrar and Transfer Agent i.e., Sharex Dynamic (India) Pvt. Limited.

8. The Securities and Exchange Board of India (SEBI) has mandated the submission of Income Tax Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore, requested to submit the PAN to their Depository Participant with whom Demat accounts are maintained. Members holding shares in physical form can submit their PAN details either to the Company or to the Company’s Registrar and Transfer Agent i.e. Sharex Dynamic (India) Pvt. Limited.

9. Corporate members are requested to send a duly certified copy of the Board resolution/power of attorney authorizing their representatives to attend and vote at the meeting.

10. The company has obtained approval from the Registrar of Companies, Karnataka, to conduct the 12th Annual General Meeting of the company by 27th December 2013, vide the approval dated 13th September 2013

11. The register of member and share transfer books of the company will be closed from 19th Dec 2013 to 26th Dec 2013 (both days inclusive)

12. Members / proxy holders are requested to produce at the enterance of the AGM venue admission slip duly completed and signed.

13. Information of Directors seeking appointment / re-appointment in the twelfth AGM, persuant to the provisions of the listing aggreement is enclosed and forms a part of this notice.

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE COMPANY’S REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE MEETING.

2 A member desirous of getting any information on the accounts or operations of the company is requested to forward his/her queries to the company at least seven working days prior to the meeting, so that the required information can be made available at the meeting, if permitted by the Chairman.

3. Members are requested to bring their attendance slips duly filled in and their copy of the Annual Report to the Meeting since distribution of the Annual Report at the Annual General Meeting is dispensed with.

4 Members are requested to notify immediately any change in their address to the company or its Registrars and Share Transfer Agents and in case their shares are held in dematerialised form, this information should be passed on to their respective Depository Participants without any delay.

5. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business are annexed hereto.

6. Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, dividend which remain unclaimed for a period of 7 years from the date of transfer to unpaid dividend account are to be transferred to the “Investors Education and Protection Fund” established by the Central Government. Shareholders who have not encashed their dividend so far, for the financial year ended 31st March, 2011 are requested to make their claim to the Registrar and Share Transfer Agents of the Company or the Company at the Registered Office. According to the provisions of the said Act, no claims shall lie against the said Fund or the Company for the amounts of dividend so transferred nor shall any payment be made in respect of such claim.

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50



Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 [173 (2) of the Companies Act, 1956] in respect of Special Business.

Item 4:

Dr. Madhu Sudhana Reddy M was appointed as an additional director of the Company with effect from 12th November, 2013 in accordance with the Section 161 of the Companies Act, 2013 (corresponding to Section 260 of the Companies Act, 1956) and will hold office till the date of 12th Annual General Meeting of the Company.

The Company has received a Notice along with requisite deposit amount signifying his intention to propose the appointment of Dr. Madhu Sudhana Reddy M, as a director of the company liable to retire by rotation, at the 12th Annual General Meeting of the Company, pursuant to Section 257 of the Companies Act, 1956.

Dr. Madhu Sudhana Reddy M, born on 1st February, 1953

He is a MBBS and also MD in Forensic Medicine. He has more than 25 years of experience in the field of Forensic Medicine. He was involved in the teaching and training both under graduates and post graduates in handling medico legal cases. He has guided Ph.d and MS students in their research.

He has also pioneered in academic and Medico legal activities, Rangaraya Medical college under his able guidance and expertise is able to conduct maximum medico legal work in and around Andhra Pradesh and has been appreciated in all walks of life.

The company is confident that his expertise and experience in Medical and Medico Legal areas will play a vital role in the development and growth of health care related business activities of the Company.

He is not a member in any board committees of Acropetal Technologies Limited and does not hold any shares of the company.

He is not a director in any other company nor a chairman / member of board committees of any other company. He is not related to any other directors of the company.

No Director or other Key Managerial Personnel (KMP) and no relatives of director or KMP are concerned or

14. All the documents mentioned in this Notice are available for Inspection at the Registered Office of the Company on all working days during office hours.





Information pursuant to Clause 49 of the Listing Agreement about the Directors being reappointed.

Dr. Subramanya Reddy D K born on 9th September, 1933 is Director of the Company since 11th December, 2009. He holds a Master Degree in Physics and is a Doctor in Nuclear Medicine. He has vast experience in the areas of Medical Sciences and Business Management.

He is member of Audit Committee, Remuneration Committee and the Chairman of Shareholders Grievances Committee of Acropetal Technologies Limited. He is not a director in any other company and is also not a chairman or member on the Board Committee of any other company.

He does not hold any shares of the Acropetal Technologies Limited

He is not related to any other directors of the company.





Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50



Your Directors recommend the resolution for approval.

Statement of information pursuant to Section II of Part II of Schedule XIII to the Companies Act, 1956.

I) General Information

1. Nature of Industry information Technology

2. Date or expected date of commencement of commercial production.

The Company was incorporated on 25th April, 2001 and the Certificate of Commencement of Business was obtained on 2nd May, 2001

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus.

Not applicable (the Company was incorporate on 25th April, 2001)

4. Financial performance based on given indicators

5. Export performance and net foreign exchange collaborations

Export performance

Export sales Financial years 2010-11 `140.55 crores 2011-12 `158.65 crores 2012-13 `131.62 crores

Net foreign exchange: Financial years 2010-11 `75.59 crores 2011-12 `93.56 crores 2012-13 `73.47 crores

6. Foreign investments or collaborators, if any

Equity shares of `10/- each held on 31st March 2013 by

1. Foreign Institutional Investors 10,20,1422. N R I s 5,62,369

interested financially or otherwise in this resolution except Dr. Madhu Sudhana Reddy M.

The directors recommended the resolution for approval.

Item 5:

Mr. Ravi Kumar D, aged 44 years is the promoter and the Chairman and Managing Director of the Company. He has more than 20 years of experience in IT Industry. He holds Mechanical Engineer Degree from Bangalore University. He was associated with various reputed IT organizations, prior to promoting and establishing Acropetal Technologies Limited in the year 2001.

With his in-depth knowledge and experience with IT companies, he provided leadership, vision and strategic direction to the Company. He was awarded the “Indra Gandhi Sadbhavan Award” in 2007and “Udyog Ratan Award” by the Institute of Economic Studies, New Delhi in 2009. Also he was awarded the “CEO of Emerging Organization” by the Asia Pacific HRM Congress in September 2010.

In view of the above and other considerations and also in the best interest of the Company, subject to the approval of the shareholders, the Board of Directors of the Company at their meeting held on 9th November, 2012 re-appointed Mr. Ravi Kumar D as the Managing Director of the Company for a period of three years with effect from 15th December, 2012.

The remuneration payable to him has been fixed by the Board as set out in the text of the resolution, which has also been approved by the Remuneration Committee. The proposed appointment, remuneration and perquisites conform to the requirement of Schedule XIII to the Companies Act, 1956. Part III of Schedule XIII to the Companies Act, 1956, requires the appointment and remuneration to be approved by a resolution of the shareholders in general meeting.

This may be treated as the abstract of the term of the contract between the Company and Mr. Ravi Kumar D pursuant to Section 302 of the companies Act, 1956.

No Director or other Key Managerial Personnel (KMP) and no relatives of director or KMP are concerned or interested financially or otherwise in this resolution except Mr. Ravi Kumar D.

2010 - 11 2011 - 12 2012 - 13Financial performance

Total income

Total expenses

Profit Before Tax

Profit After Tax

Earnings Per Share (`)

141.78

118.68

23.10

20.66

9.68

203.68

176.04

27.64

29.04

7.47

155.68

145.02

10.66

5.14

1.32

Financial yearsin ` crore

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50



Company profile of Mr. Ravi Kumar D and the position and in view of the responsibilities taken up by him the remuneration proposed is reasonable and is also within the limits set out in Schedule XIII of the Companies Act, 1956.

7. Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel if any

Mr. Ravi Kumar D has no pecuniary interest with the Company except for the remuneration paid to him as the Chairman and Managing Director, deposits made by him with the Company and for 1,36,55,300 equity shares of `10/- held by him.

He is one of the related parties as per accounting standard 18. The details of the related parties transactions are provided at page No.47 of this annual report.

He is not related to any other managerial personnel of the Company

III) Other information.

1) Reasons for the loss or inadequacy of profits and the steps to be taken for improvement

It was necessitated for the company to do some of its offshore projects at onsite. Due to the difficulties in getting visas in India, during the year the company has hired resources in USA to ensure timely delivery of the projects. This has resulted in increase in the direct cost and has obviously brought down the profitability of the company.

The company has started monetizing the investments made in products and solutions. The main reason for getting into the products and solutions space is to maximize the profit and this segment always yields more profit than the rudimentary software services. We expect to have more revenue from the products segment in the current and coming years. This will increase the profitability of the company in the coming years and moreover the usage of high cost resources used for onsite projects was only a temporary one and the company cannot afford to have the offshore services at onsite cost.

2) Expected increase in productivity and profits in measurable terms

The company’s organic growth has always been around 10%-15%, due to the global economic slowdown, there is not much increase in the

The Company has two foreign wholly owned subsidiaries Vision Info Inc. UAE, and Acropetal Inc. USA. The detais of investments are provided under the heading "Details of subsidiaries"

II) Information about the appointee

1. Background details

Mr. Ravi Kumar D, aged about 44 years is the Promoter and the Chairman and Managing Director of the Company. He has more than 20 years of experience in IT Industry. He holds Mechanical Engineer Degree from Bangalore University. He was associated with various reputed IT organizations, prior to promoting and establishing Acropetal Technologies Limited in the year 2001.

2. Past Remuneration

The Remuneration paid to Mr. Ravi Kumar D for the last three previous financial years is `50.88 lacs p.a.

3. Recognitions and Awards

Mr. Ravi Kumar D was awarded the “Indra Gandhi sadbhavan Award” in 2007 and “Udyog Rattan Award” by the Institute of Economic Studies New Delhi 2009. Also he was awarded the “CEO of Emerging Organization” by Asia pacific HRM Congress in September, 2010.

4. Job Profile and his suitability

Mr. Ravi Kumar D is the Chairman and Managing Director of the Company and the only Executive Director on the Board. He is subject to the control and works under the supervision of the Board of Directors of the Company. He is leading the Company since its inception and has been able to tide over many challenging situations and achieve growth. Under his leadership, the Company was able to be awarded by Inc India 500 as one of the India’s fastest growing mid-sized company during the year 2012

5. Remuneration Proposed

The remuneration proposed is set out in the special resolution proposed to be passed at the Annual General Meeting.

6. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person

Compared to industry standards, size of the

Nameof the


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employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50



revenue. We expect this to back to the earlier level i.e. 10%-15% growth over the previous year. With regard to the profitability, as explained the profitability registered in 2012-13 is exceptional and unprecedented. We expect to backtrack the profitability to the previous level of around 8% to 10%.





Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50



conducive for growth.

We believe our ability to grow on a sustained basis and maintain the differentiation in the market place is to a large extent dependent on our strength to attract, train, motivate and retain our people. We intend to further develop our position as a preferred employer in our industry and place special emphasis on Human Capital Management.

I am happy to inform that the fundamentals of your Company is strong, which has been demonstrated under many challenging situations. Now the journey is by no means complete and we have many miles to go and I am confident that your Company will derive the benefits of what has been done so far and the efforts put in by all of us will make the Company strong and prosperous and will be a benchmark for the industry.

I would like to place on-record my heartfelt gratitude to our customers, shareholders, Financial institutions and more importantly our employees who have supported us at every stage of our journey and I do hope that their support and goodwill will continue as we grow together; from strength to strength.

Best regards,

Ravi Kumar DChairman and Managing Director

From the CMD’s Desk

Dear Shareholders,

It gives me great pleasure to discuss the performance of your Company. At the outset let me thank all of you for your continued support in the journey of your Company in its second decade.

During the year 2012, the global economy continued to be disturbed with deterioration of financial conditions and instability. Financial tightness and stagnation prevailed both in Euro-area and in the USA, which dampened the prospects of global recovery. As a result the global GDP growth was pulled down to 3.20% in 2012 from 4.00% in the year 2011. Even emerging markets and developing economies have registered slower growth.

In this global environment, India could hardly insulate itself from the slowdown. Inflationary pressure and the slowdown prevailed and the investment climate was subdued, leading to sharp decline in growth rate.

Your Company during the year was able to record an Income of `152.07 crores on standalone basis and `221.45 crores on consolidation basis. There has been a decline in the performance during the year 2012-13. Keeping in mind the long term interest of the Company and to maximize return on the investment of all the stakeholders the Company took a decision to transform itself into an intellectual property development enterprise. But at the same time, it had to continue with its core existing portfolio. Thus infusion of funds both for investments and for enhanced working capital requirement has become necessary. But the macro economic conditions that prevailed world over, could not support this. The receivables of the Company increased and the pressure on working capital mounted. The Company under these circumstances had to strike a fine balance between venturing into new business and of retaining the existing portfolio. The Company took a conscious decision to exit some of the relationships where the receivables were mounting and also where the margins were lower. Though from the revenue perspective this decision may look to have a negative impact but from the financial health perspective this had a very positive impact which is evident from the financials submitted for the subsequent quarters with the exchanges. This we feel is the right way to move forward. We will continue to put our focus and efforts towards this model and are confident that this will pay off in a big way when the market becomes more

Nameof the


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Fellowship,MMS,

26 years11 - 11 - 2011 50



meeting held on 29th May, 2013. With this divestment, Kinfotech Private Limited ceased to be a subsidiary of your Company.

Initial public offering

Shareholders of the Company at their 11th Annual General Meeting had approved and ratified the revised utilization of IPO proceeds made by the Company. The revised utilisation of IPO proceeds and its ratification and the approval by the shareholders were informed to the Registrar of Companies (through e filing) and to the Stock Exchanges.

Dividend

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and therefore do not recommend any dividend for the year ended 31st March, 2013.

Directors

During the year under review, Mr. Ashok Kumar Gopal Rao Jultha, resigned from the board on 13th August, 2012. The Directors place on record their appreciation of his services during his tenure as Director.

Mr. Ramdas Janardhana Kamath resigned from the board on 20th September 2013. The board placed on record their appreciation of his services, during his tenure as a director of the company and also as the chairman of the audit committee and as a member of the remuneration committee.

Dr. Subramanya Reddy D K is retiring as director by rotation at the forthcoming Annual General Meeting and being eligible to offer himself for re-appointment. The Board recommends his re-appointment.

Dr. Madhu Sudhana Reddy M was appointed as an additional Director with effect from 12th November 2013. The company recieved a notice under section 257 of the Company's Act 1956, signifying his intention to propose the appointment of Dr. Madhu Sudhana Reddy M as the Director of the company at the 12th Annual General Meeting and the same has been included in the agenda of the said Annual General Meeting.

Subsidiaries

The Company as on 31st March, 2013 had following subsidiary companies.

DIRECTORS’ REPORTTo,

The members of Acropetal Technologies Limited.

Your directors are pleased to present the 12th Directors’ Report of your Company along with the audited Balance Sheet and Profit and Loss Account for the year ended March 31, 2013.

Your Company has achieved income of `155.68 crores for the year ended 31st March, 2013 on standalone basis. After providing a sum of `150.54 crores for expenditure, provision for taxes and depreciation, the company made a net profit of `5.14 crores. An amount of `0.51 crores is proposed to be transferred to General Reserves.

Material changes and commitments

As reported in the previous year report, The scheme of amalgamation of Kinfotech Private Limited and Mindriver Information Technologies Private Limited with Acropetal Technologies Limited was pending with the Hon’ble High Court of Karnataka. But subsequently there was a change in the business strategy of the Company. Therefore it was decided at the Board Meeting held on 29th May, 2013 to withdraw the pending application from Hon’ble High Court of Karnataka. Accordingly, the Company has made application with the Hon,ble High Court of Karnataka for withdrawal of the said scheme of amalgamation.The Hon’ble High Court of Karnataka, on 12th July, 2013 passed orders that our petitions are disposed off as Withdrawn.

Also 3% shareholdings in Kinfotech Private Limited was divested as decided at the Board of Directors

Financial performance for the year ended March 31,in ` crore

Total income

Total expenses

Profit Before Tax

Provisions for taxation Deferred tax Current taxProfit After Tax

Proposed dividend

Provision for dividend tax

Amount transferred to General Reserve

Profit transferred to Balance Sheet

2013 2012

155.68

145.02

10.66

2.712.815.14

0.00

0.00

0.51

4.63

203.68

176.04

27.64

(5.73)4.33

29.04

4.67

0.78

2.90

20.69

Particulars

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50



Fixed deposits

Your Company has not accepted any fixed deposits from public during the year and, as such, no amount of principal or interest was outstanding.

Auditors

M/s. K. Gopalakrishnan & Co, Chartered Accountants, #120, Infantry Road, Bangalore - 560 001, who were appointed as Statutory Auditors of the Company shall retire at the ensuing Annual General Meeting of the Company. The auditors have confirmed that the re-appointment, if made, will be in accordance with the provisions of Sec.224 (1B) of the Companies Act 1956. Your Directors recommend their reappointment.

Auditors’ Report

The Statutory Auditors in the annexure to their Report under Clause 13(a) and 15 have mentioned that the Company is not regular in depositing the undisputed statutory dues including PF, Service Tax, Income Tax, TDS and repayment of loans to Banks.

In this connection your directors would like to explain that the company has been facing working capital strain during the financial year. Due to this, the company has defaulted many of its commitments. However, the company has taken some strategies to come out of the aberrations, some of them have helped to address the defaulted payments in the subsequent period.

Directors’ responsibility statement

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm:i. That in the preparation of the Annual Accounts,

the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 on 31st March, 2013 and of the profit of the company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for

1. Vision Info Inc. - UAE2. Acropetal Inc. - USA3. Kinfotech Private Limited - India4. Mindriver Information Technologies Private

Limited - India

Taking into account the performance of these subsidiary companies, the performance of the Company on consolidated basis is summarized as under

The subsidiaries of the Company are in the same line of business as the holding company.

Your Company has resolved to utilize the general exemption granted by The Ministry of Corporate Affairs, Government of India vide its General Circular No.2/2011 dated 8th February, 2011 from attaching the Balance Sheet, profit and loss account, Directors’ Report and Auditors’ Report and other related documents of subsidiary companies and accordingly, the said documents of the subsidiaries of your Company are not attached to the Balance Sheet of your Company. However, requirements which your Company is required to meet under the said circular, will be complied with. Your Company undertakes that the annual accounts and the related detailed information of your Company’s subsidiary companies, will be made available to the shareholders of the Company and its subsidiaries, who seek such information at any point of time. The annual accounts of subsidiary companies, will also be kept open for inspection by any shareholders at the Registered office of your Company and of the subsidiaries. The Company shall furnish a hard copy of the accounts of the subsidiaries to any shareholder on demand.

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Fellowship,MMS,

26 years11 - 11 - 2011 50


Financial performance for the year ended March 31,in ` crore

Total income

Total expenses

Profit Before Tax

Provisions for taxation Deferred tax Current taxProfit After Tax

Minority Interest

Proposed dividend

Provision for dividend tax

Amount transferred to General Reserve

Profit transferred to Balance Sheet

2013 2012

225.44

215.43

10.01

3.213.343.46

(0.92)

0.00

0.00

0.51

3.87

343.15

294.57

48.58

(3.17)6.86

44.89

-

4.67

0.78

2.90

36.54

Particulars


new technologies developed all over the world. The Company’s strategic plans are to provide improved offerings to its business customers with respect to the Business Technology Solutions. For this it would also be necessary for the Company to enter into partnerships, alliances and tie ups with global leaders. However availability of required funds at a right time is a challenge, which the Company plans to combat.

The Company as a result is able to provide improved solutions to its customers globally, which would be relevant and appropriate to their Business needs and at the same time suits their financial feasibility. This in turn will reduce costs to our customers and improve our revenues and returns.

Research and development

The Company has identified Research and Development work (R&D) as one of the important key driver to achieve growth and excellence and to have competitive edge in all its offerings. The R & D is carried on as an integral part of the business operations of the Company and encompasses all its major business operations. The object is to develop intelligent business solutions to cater to the needs of the ever increasing demands of our customers. This is planned to be achieved by continuously making efforts to bridge the gap between the requirements of the customers and our current offerings.

The Company is always open to innovations and has to make investments in R&D

The R&D activities of the Company have enabled it to innovate new ideas and processes and make offerings at competitive prices, to achieve growth plans. The Company has been able to make entry into intellectual property areas as a result of its R&D among others.

The Company plans to focus its R&D in the emerging areas such as Mobility by investment in developing prototype. Cloud Technologies, Big Data Analytics, Social Networking are also proposed to be covered.

However the R&D in the existing lines of business of the Company will also be continued to be focused.

As explained above the R&D is carried on by the Company as a part of ongoing business activity of the Company and expenditure thereof is considered as part of operating expenditure and hence expenditure on R&D cannot be shown separately.

safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the directors have prepared the Annual Accounts on a going concern basis.

Management discussion and analysis report

The management discussion and analysis report pursuant to corporate governance provisions of the listing agreements is attached to this report and forms a part of this report.

Corporate governance

Your Company is committed to good Corporate Governance practices and accordingly has implemented all the stipulations prescribed under Corporate Governance clause and Corporate Governance compliance certificate for the year ended 31st March, 2013, in line with Clause 49 of the Stock Exchange Listing Agreement is attached to this report. and forms a part of this report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 as amended is as follows.

Conservation of energy

The business operations of the Company are not energy intensive and therefore energy requirement of the Company is low. However the Company has undertaken energy conservation measures. The lightings, computers and other equipment used by the Company are technologically advanced and are also energy efficient. Use of CFL Lights, energy saving LCD monitors, air-conditioners with star rating for energy saving are some of the measures undertaken for conservation of energy. The cost of energy consumed when compared to the total cost is very small and hence financial impact of the above measures undertaken cannot be quantified. As on the date of this report, the board has no proposal to make any additional investment for reduction of consumption of energy.

Technology absorption, adaption and innovation

The Company continues its endeavour for developing new technologies and for absorption and adaptation of

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50




ANNEXURE A TO THE DIRECTORS’ REPORT

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules 1975, as amended and forming part of theDirectors’ Report for the year ended March 31, 2013.

(i) Employed throughout the financial year, was in receipt of remuneration for that year which, in aggregate, was not less than Rupees Sixty Lakh for the year: NIL

(ii) Employed for a part of the financial year, was in receipt of remuneration for any part, of that year, at a rate which, in the aggregate was not less than Rupees five lakh per month

Notes:

1. Remuneration includes Salary, Commission, House Rent Allowance, and contribution to Provident Fund, Superannuation Fund and all other perquisites evaluated in accordance with the Income-tax Rules as applicable.

2. Mr. Subramaniam Iyer is not related to any director of the Company.

3. He is not holding more than 2% of the outstanding shares of the Company as at March 31, 2013.

4. The nature of employment is contractual.5. Other terms and conditions are as per rules of the

Company.

For and on behalf of the Board of Directors,



Foreign exchange earnings and outgo

a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and Export Plans

The Company is mainly engaged in Export of Technology Services and Export contributes a major portion of its income. The Exports are made to USA, Middle East and other countries.

The Company has initiated many strategic plans to increase exports. Developments of intellectual property, marketing efforts to increase overseas customers and to penetrate into new geographies, acquisitions of overseas companies are some of the initiatives.

The Company has plans to establish more offices in USA, UK, Middle East, and in Singapore to supplement our existing set-up and explore business opportunities.

b) Net Foreign Exchange Earnings

The net foreign exchange of the Company for FY 2013 stand at `73.47 crores. The Company had a foreign exchange earnings of `131,61,96,263/- and a foreign exchange outgo of `58,14,48,979/- during the financial year.

Particulars of employees

The particulars of the employees in receipt of remuneration above the limit mentioned under Section 217 (2A) of the Companies Act 1956 are given in the annexure A

Acknowledgements

Your Directors express their gratitude for the whole-hearted assistance and persistent co-operation received from various Government and Semi-Government authorities, Bankers, Shareholders, Investors, Vendors, and Customers.Your Directors place on record their sincere appreciation for the continuous support, and sustained efforts put in by the employees of the Company at all levels through their hard work, sense of belongingness and sheer dedication.



Nameof the


receivedNature of



Age ofthe

employeeee

Lastemployment

held

SubramaniamamIyer CEOCEO 80.2780.27 Permanentnt

Fellowship,p,MMS,

26 years11 - 11 - 1 - 11 - 2011 50


in ` lakh


period and the players in this industry are always faced with the challenge to change their business models.

Specialized Services to meet the business goals of the customer universe is the need of the hour. Adaptability, scalability, innovation based on technology and ability to deliver business transformation solutions effectively and at competitive prices will be major factors driving the industry during the year 2013-14.

3. Opportunities and threats

IT services is expected to grow by 4.2% in FY 2013 as the focus is now is to reduce cost and increase profitability, releasing the inimitable need for Information Technology to create competitive advantage.

Mobility, Analytics, Cloud and Social Media are the upcoming areas which has huge potential for growth.

These Services are the fastest growing segments in the Indian domestic market. Revenues from both export market and domestic market is projected to grow during the year 2013. All customer segments, government, larger enterprise, household consumers and micro, small and medium enterprises have opened up new opportunities.

Global competition for Indian corporations, increased government spending in many e governance schemes, enhanced connectivity, plans to improve competitiveness by adopting global best practices are some of the key factors making IT industry to focus on Indian Market.

During the FY 2013, the direct employment in India is expected to reach nearly three million, with an addition of 1,88,300 employees while indirect job creation is estimated at 9.5 million.

Your Company is planning to position itself well to explore and capitalize these opportunities.

Unstable economic and business environment in Europe and US, changes in the immigration laws of US, regulatory changes in India, especially the tax laws, competition from specialized big players with huge Investment and other resources backups are the few threats to our business and its growth. Mergers, Amalgamations, Takeovers etc taking place in the IT Sector also expose us to threats.

The ongoing global recession which has influenced the business sentiment and also the customer

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. Economic overview

The global economy during the year 2012 witnessed sluggish growth. There was a moderate growth of 3.2% during 2012 as compared to the growth of 4% during the year 2011. This was partially due to crisis in European Economies, weak recovery in developed economies and slowing economic growth in developing economies.

The global growth prospects is improving since the later part of 2012, but downside risk remains. It is projected to grow at 3.5% for 2013 and 4.1% for 2014.

The growth of Indian Economy was estimated at 5% in 2013 compared to 6.2% in 2012 and it is expected to improve in the year 2014.

2. Industry structure and development

Your Company is in the domain of Information Technology and Information Technology Enabled Services (IT and ITeS).

As per the NASSCOM Strategic Review Report 2013, global spending in technology and related services sector exceeded $1.9 trillon in 2012, with a growth rate of 4.8% over the year 2011. The estimated growth in this sector during 2013 is between 3% to 6%. Also global sourcing market grew to $124-130 billion, a growth of 9% over the previous year.

In line with this Indian IT-BPM (Business Process Management) with IT Software and Services Sector accounting for $95 billon of revenues is estimated to reach an aggregate revenues of $108 billion in the financial year (FY) 2013.

The proportion of IT-BPM sector revenue in the Indian GDP have grown from 1.2% in the year 1998 to nearly 8% in the year 2013. Its share in Indian Exports increase from less than 4% in the year 1998 to about 23-25% in the FY 2013.

Presently IT industry in India is mainly driven by Intense competition, swiftly changing market dynamics, changes in regulations, economy, and technological innovations.

The IT Industry is now going through a challenging

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50



alternatives, including entering into strategic partnerships with entities either in India or outside are vigorously considered and the Company is confident that it will derive the benefits of what has already been done so far.

(Data Source: NASSCOM Strategic Review Report 2013)

6. Risks and concerns.

Some of the risks to which the Company is exposed to are reduction in the IT budget allocation, concentration of customers, political risks (as the Company operates across many countries). However, these risks are common to all the players in the Industry.

The Company is also exposed to IT Security Risks, Market Risks, Financial Reporting Risks, Exchange Risks, contractual compliance risks, legal compliances risks etc.

Loss of critical talent and inability to attract required number of software engineers, architects and IT specialists with critical skills, who are in demand are the other risks to which the Company is exposed.

Government in many countries including US are considering the proposal to put restrictions on companies in their homeland from outsourcing their business activities and also are putting restrictions on immigrations.

The company is closely monitoring both the risks which are common to all the players in industry and those which are particular to the Company and has put in place systems and checks to mitigate them. These systems and checks are reviewed periodically to bring them at par with Industry levels.

7. Internal control system and their adequacy

The Company has put in place a well network of internal control systems, commensurate with it’s size and business operations. These systems ensure smooth functioning of the business operations of the Company.

These control systems ensure that all the assets of the Company are safeguarded and that all the transactions are authorized, recorded and reported fully and correctly.

These systems are reviewed periodically to address changes necessitated by changes in Regulations and business environment.

confidence especially in the main markets of Europe and US, continues to be a threat to our business.

4. Segment wise performance

The details of segment wise performance are provided under Notes to Accounts.

5. Outlook

The global economy is expected to improve from 2013 onwards. The global GDP is expected to increase by 3.5% in 2013 and by 4.1% in 2014.

The IT sector is now being changed from its earlier role of reactive back end support to a proactive enabler through innovation.

Changes in technologies like, smart computing, software as a service, social technologies, mobility, real time intelligence are expected to drive growth in technology globally.

The total revenue for India in FY 2014 from both domestic and exports is expected to reach $106-111 billion, of which exports are likely to be about $84-87 billion.

India is also expected to be continued as a global sourcing leader

Your company is well set to take advantage of this opportunity by working towards enhancing its existing capabilities, developing new capabilities and expanding it’s focus to new services, technologies, verticals and geographies.

The Company and its subsidiaries are making constant Investments and efforts in developing intellectual properties (IPs) and products that can help the Company to grow exponentially and achieve it’s growth strategy.

Towards this, a strong pipeline of Seven IPs in the areas of Education, Health Care, Innovation Management, Consumer Experience Management, Energy and environment etc., are being developed.

But due to unforeseen and unfavorable happenings both at macro and micro levels, especially in the areas in which the company operates, the development of some of these IPs could not be completed as sheduled.

The Company is making all out efforts to revise the growth plans of the company. All possible

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50



follows:

Details of operating revenue by business segment are as follows:

2. Expenditure

Direct cost

During the year the cost of materials towards sales of computer hardware and software has drastically come down in one of our subsidiaries which has resulted in decrease in the cost of materials. As part of the expansion and growth plans the Company had recruited during the previous financial year resources with much relevant experience. The salary cost had raised on this count during the financial year. However the Company had let go some of these resources to make the Company more financially healthy during financial year. As a result the salary and wages cost had risen with regard to the project expenses, the replacement for the resources who had left the Company, were at higher costs keeping in mind the long term employee contract and relationship, because of which there was an increase in this category.

Gross profit

During the year, the gross profit of the company was `7085.75 lakhs representing 32% compared to `12445.99 lakhs representing 38.4% in the previous year. The decrease of 6.4% over the previous year is due to the reasons explained above.

Selling & marketing and General administration expenses

The company has incurred a sum of `1811.11 lakhs during the year representing 8.2% on the operating revenue compared to the previous year amount of

The audit committee also continues to play a vital role in the Internal Control System of the Company.

8. Discussion on consolidated financial performance with reference to operational performance

Results of operation

The item-wise classification of statement of profit & loss account is as under:

1.Income from operations

Our revenue from operations for the period ended March 31, 2013 is predominantly from export business, which is about 84.5% the remaining from domestic operations. The consolidated revenue for the year stood at `221.45 crores as compared to `323.79 crores during the previous financial year, a fall of 31.60%. The fall was predominantly on account of the Indian businesses more specifically the acquired entities of Kinfotech private limited and Mindriver Information Technologies Private Limited which lost considerable business during the financial year. However the export revenue witnessed a growth of 14.47% during this financial year. Our revenues are largely from time and material contracts. Revenue from time and material contracts are recognized as the related services are rendered. Fixed cost contracts are recognized proportionate to completion of the contract. The revenue from domestic operations comprises of sale of softwareuser license, computer hardware and professional services. These revenues are recognized as and when the sale or services are rendered.

The segment of revenue by geographic location is as

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50


in ` lakh

Income from operations

From software services, products and solutions

Direct cost

Gross profit

Selling & marketing and General administration expenses

Operating profit (EBITDA)

Interest expenses

Depreciation & amortization expenses

Add: Other income

Profit before exceptional items and taxes

Less: Exceptional items

Profit before taxes (PBT)

Less: Taxes

Profit after taxes (PAT)

Minority interest

Net profit

100.0

61.6

38.4

11.9

26.5

4.4

13.0

6.0

15.0

0.0

15.0

1.1

13.9

0.0

13.9

32379.14

19933.15

12445.99

3864.68

8581.31

1429.43

4219.77

1935.96

4868.08

10.32

4857.76

369.59

4488.16

0.00

4488.16

100.0

68.0

32.0

8.2

23.8

8.6

12.4

1.8

4.6

0.1

4.5

3.0

1.6

0.4

2.0

22145.26

15059.51

7085.75

1811.11

5274.64

1910.77

2751.54

398.98

1011.30

10.32

1000.98

655.29

345.69

(92.27)

437.96

for the year ended March 31,

2013

Amount %Amount %

2012

Numbers in %2013Location 2012

USA

Middle East

APAC

Europe

36.9

23.8

33.9

5.4

53.7

27.4

16.3

2.6

Numbers in %2013Location 2012

Software services

Software products & solutions

IT enabled services

68.7

12.7

18.6

81.9

1.9

16.2

in ` lakh

Cost of materials

Salaries & wages

Project expenses

Employee benefit expenses

18.3

17.1

26.3

0.6

5912.15

5527.73

8505.07

180.11

3.2

21.3

41.2

2.2

719.16

4713.12

9130.88

496.34

for the year ended March 31,

2013

Amount %Amount %

2012


Sources of funds

Share capital

The company is having equity shares of par value `10/- each. Our authorized share capital is `400.00 lakhs divided into 40 lakhs of equity shares. The issued, subscribed and fully paid shares for the current and previous years stood at `388.90 lakhs.

Reserves and surplus

Share premium: The Company is having a share premium amount of `15800.27 lakhs is towards the premium received on issue of 1,88,90,358 equity shares during the Initial Public Offer issued in Feb ‘ 2011.

General reserve

During the year the company has transferred a sum of `51.35 lakhs (PY `290.39 lakhs) to general reserve account from statement of Profit & Loss Account. After the transfer, the balance in this account stood at `1258.62 lakhs as at March 31, 2013 compared to previous year figure of `1207.27 lakhs.

Foreign exchange reserve

During the year a sum of `1.86 lakhs has been added to the Foreign exchange reserve account. This is arising out of consolidation of non-integral operations of the subsidiaries. The balance as at March 31, 2013 is `3319.44 lakhs.

The total shareholders fund as at March 31, 2013 is `30565.01 lakhs (PY `30125.19 lakhs).

Long term borrowings

The long term borrowings of the company from the financial institutions stood at `9323.29 lakhs as at March 31, 2013 compared to previous year level of `11468.29 lakhs.

Short term borrowings

The short term borrowings of the company as at March 31, 2013 is `6262.72 lakhs (PY `4601.95 lakhs). The company has borrowed additional facilities from the financial institutions for its increasing working capital requirements.

Trade payables

Trade payables have increased from `5500.39 lakhs as of March 31, 2012 to `7817.92 lakhs as at March 31, 2013. The company could not meet up its commitment to its vendors as there has been delay in the debtors receivables.

`3864.68 lakhs representing 11.9%. During the year the company has provided a sum of `866.04 lakhs for doubtful debts. The other expenses of current year are in line with the previous year in relation to the revenue.

Operating profit

The operating profit of the company was `5274.64 lakhs representing 23.8% as against `8581.31 lakhs representing 26.5%, during the previous year.

Interest

During the year, the company has incurred a sum of `1910.77 lakhs towards interest as against the previous year figure of ̀ 1429.43 lakhs. The increase in the interest cost is due to the full impact of interest accured on additional facilities availed by the parent company during end of the previous year.

Depreciation

During the year, the company has provided a sum of `2751.54 lakhs towards depreciation and amortization expenses and in the previous year it was `4219.77 lakhs.

Other income

Other income comprise of interest income on the investments, gain due to forex fluctuations and notice pay recovered from employees on account of breach of employment contract. Details of the other income are given below:

Provision for taxes

We have provided corporate taxes both in India and overseas. The company has claimed tax benefits under STP scheme upto the year ended March 31, 2011. Since the tax benefits was withdrawn for STP units, the profits of the company including the export profitwere subject to full tax as per Indian Income Tax Act, 1961 at the applicable tax rate i.e. 32.445% for the year ended March 31, 2013.

The company has also provided a deferred tax of `321.24 lakhs during the year.

Net profit

The net profit for the year ended March 31, 2013 after providing for Minority Interest was `437.96 lakhs representing 2.0 % (PY 4488.16 lakhs representing 13.9 %). The significant drop in the net profit is due to the reasons explained above.

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50


in ` lakh2013Particulars 2012

Interest on deposits

Gain due to forex fluctuations

Miscellaneous income

234.64

1662.39

38.93

7.29

337.01

54.67


hand; bank balances in rupee accounts, foreign currency accounts; deposit accounts and margin money. Details of cash & cash equivalents are as under:

Short term loans & advances

Other current assets

Other current assets as at March 31, 2013 stood at `2137.03 lakhs compared to previous year figure of `348.61 lakhs which is the unbilled revenue.

9. Material Development In Human Resources

Human Capital has always been the most important and valuable asset to the Company.The Company conducted number of training programmes during the year and also programmes relating to quality system management, technology development; operational safety, sales promotion programme etc were conducted.

Apart from this employees of the Company were also sponsored for training programmes conducted by prominent institutions for upgrading their knowledge and skill.The number of employees as on 31st March 2013 - 614.




Other current liabilities and provisions

As at March 31, 2013 the other current liabilities stood at `5951.31 lakhs. This amount includes a sum of `623.53 lakhs towards unpaid dividend and divident tax which has not been paid by the Company.

Application of funds

Fixed assets

During the year the group companies have added a sum of `21.40 lakhs towards tangible fixed assets. Similarly, a sum of `7064.67 lakhs has been capitalized during the year under intangible assets majority of it was classified under Intangible assets under development headand the remaining amount was in Loans & Advances in the previous year.This amount was incurred towards development of products and solutions; an amount of `3261.27 lakhs is still to be capitalized in the coming years.

Long term loans & advances

An amount of `7934.47 lakhs is the balance outstanding in Long term loans & advances as against `13642.28 lakhs at the end of previous year. Long term loans & advances comprise of the following:

Trade receivables

Trade receivables stood at `26558.09 lakhs as at March 31, 2013 compared to the previous year of `19588.21 lakhs. The average debtor days has increased from 272 days in FY2012 to 356 days in FY2013. Most of our customers are based out of USA, the economic slowdown in that region has contributed to some extent for the increase in the debtor days. The working capital constraint the company had has contributed to the delay in delivery of some of the projects and in turn had effect on the receivables. The company has taken a conscious decision to reduce its exposure in the service business with some of the clients where the receivables are pending for long time and the margins are low. The effect of this is expected to be healthier in the light of cash flow perspective.

Cash and cash equivalents

The bank balances in India include both rupee accounts and foreign currency accounts. The bank balances in overseas is to meet the project related expenditures of our wholly owned subsidiaries outside India. Cash and cash equivalents comprise of cash on

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50


in ` lakh2013 2012

Security deposits

Employees advances

MAT credit

Project advances

Subsidiary advances

Others

47.86

44.21

707.67

6094.11

3296.90

3451.53

90.86

20.23

707.67

4209.95

2363.48

542.28

in ` lakh2013 2012

Cash on hand

Bank balance in rupee accounts

Bank balance in foreign currency accounts

Deposit accounts

Unpaid dividend accounts

Margin money accounts

0.92

113.41

1111.61

257.39

7.37

847.48

1.08

164.30

2.56

160.71

7.01

645.82

in ` lakh2013 2012

Related parties

Security deposits

Employee advances

Prepaid expenses

Statutory bodies

Advance tax

Others

296.56

83.35

37.26

2.89

14.48

582.14

18.71

114.23

74.77

16.66

2.89

10.00

716.89

761.97


None of the Directors on the Board is a member of more than 10 committees or Chairman of more than 5 committees across all the companies in which he is a Director.

The Directors of the Company are not related to each other.

Board meetings

During the financial year 2012-13, 5 (five) Board Meet-ings have been held viz. on 27th April, 2012, 29th May, 2012, 14th August, 2012, 9th November, 2012 and 12th February, 2013.

3. Audit committee

The constitution of the Audit Committee is in conformity with the requirements of Section 292A of the Companies Act, 1956 and also as per the requirements of Clause 49 (II) (A) of the Listing Agreement.

Powers of the Audit Committee

a) to investigate any activity within its terms of reference;

b) to seek information from any employee;c) to obtain outside legal or other professional

advice; andd) to secure attendance of outsiders with relevant

expertise, if it considers necessary.

The terms of reference of the Audit Committee are broadly as under

1. To review Company’s financial reporting process and the disclosure of its financial information to ensure its correctness.

2. To recommend the appointment and removal of Statutory Auditors, fixation of audit fee and also approval for payment to the external auditors for any other services.

3. To review the quarterly, half yearly and annual financial statements before submission to the Board.

4. To look into the adequacy and compliance of internal control systems, disclosures in financial statements and the authenticity of information contained therein.

5. To undertake periodical review of Internal Audit functions and appraise and update the range and

CORPORATE GOVERNANCE REPORT

1. Company's philosophy on code of corporate governance

The Company's philosophy on Corporate Governance is committed towards transparency, integrity, professionalism and accountability. It is based on the concept that good governance practices will ensure efficient and prudent conduct of the affairs of the company. The company strives to increase the Corporate Governance practices to meet the expectations of all the stakeholders. This will also help in achieving its goal of wealth maximization.

2. Composition of board of directors

In Acropetal Technologies Limited, the composition of the Board of Directors meets the requirements of Corporate Governance Code prescribed in the Listing Agreement. As on March 31st, 2013, the Company had 5 (Five) Directors including an Executive Chairman. Mr. Ravi Kumar D is the Chairman and Managing Director and a Promoter Director.The remaining four directors are Independent and Non-Executive Directors.

The composition and category of directors as of March 31st, 2013 with the number of Directorships and Committee memberships held by them in domestic public companies as on the same date along with the attendance of the directors are given below:

# Resigned with effect from 20th September, 2013## Resigned with effect from 13th August, 2012* Excludes Directorships held in private limited companies, foreign companies, membership of management committees of various chambers/bodies/Section 25 Companies, if any.** Includes only Audit and Shareholders’ Grievance Committees

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50


Mr. Mathew J.Manimala

Non Executive& Independent

5 _ _Yes _

Mr. Mohan H.Ramakrishna Non Executive

& Independent5 _ _Yes 2

Mr. AshokKumar RaoJultha ##

Non Executive 1 _ _No _

Name ofDirector Category

Attendance

No. ofMeetingsAttended

outof 5 (Five)

BoardMeetings

Mr. Ravi Kumar D (Chairman and

Managing Director)

Mr. RamdasJanardhanaKamath #


Promoter andExecutive

Dr. SubrahmanyaReddy D K


2 _

_

1No 1

5 1Yes

_

_

Directorshipin other

Companies *Committee

Memberships ** Committee

Chairmanships ** Last AGMattended(Yes/No)

Other Directorships/Committee Memberships/

Chairmanships

5 5 3Yes _


and Mr. Mohan Hosahalli Ramakrishna, an Independant Director was appointed as the Chairman of the audit committee.

4. Remuneration committee

The broad terms of reference of the Remuneration Committee of the Company is to recommend to the Board the compensation package for executive directors and Managerial Personnel including pension rights and payment of compensation subject to approvals from shareholders and Central Government, as and when necessary. This committee also acts as remuneration committee under schedule XIII of the Companies Act, 1956.

The following Directors are the members of the Remuneration Committee:

Dr. Mathew J. Manimala (Chairman)(Non Executive) (Independent)

Mr. Ramdas Janardhana Kamath #(Non Executive) (Independent)

Mr. Mohan Hosahalli Ramakrishna(Non Executive) (Independent)

# Resigned with effect from 20th September, 2013

During the year 2012-13, 2 (Two) remuneration committee meetings have been held viz. on 29th May, 2012 and 9th November, 2012. All the members of the committee attended both the meetings.

The remuneration committee was reconstituted with effect from 12 November 2013. Dr. Subramanya Reddy D K, an independant Director was appointed as a member of the remuneration committee

Remuneration policy

The remuneration committee recommends the remuneration payable to Executive Directors based on their contribution to the growth and development of the Company and is subject to the approval of the Board, Shareholders and the provisions of the Companies Act, 1956. The remuneration policy of the Company is to remunerate the employees at industry levels and thereby attend, train, retain and motivate them to contribute their best to the growth of the company.

Remuneration To Directors

The remuneration of Managerial Personnel is recommended by the Remuneration Committee and approved by the Board of Directors. Non-executive directors are not paid any remuneration except sitting fees of `20,000/- for every Meeting of the Board / Committee attended. The remuneration paid during

scope of Internal Audit programme from time to time.

6. To interact with the Statutory Auditors from time to time and discuss about finalization of annual financial statements.

7. To review Management Discussion and Analysis of financial conditions and results of operations.

8. To review related party transactions

9. Reviewing of Company’s financial and risk management policies.

10. Management letters/letters of internal control weakness issued by the statutory auditors

11. Internal audit reports relating to internal control weaknesses and

12. The appointment of, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit Committee.

13. To look into any other matter which may be referred to it by the Board

14. Such other as are included in the Listing Agreement and as may be necessitated by amendments to the listing agreement or the Companies Act,1956 or as may be entrusted by the Board from time to time.

The Composition of the Audit Committee as on 31st March, 2013 and the attendance during the year 2012-2013 are as follows

# Resigned with effect from 20th September, 2013

During the financial year 2012-13, 4 (four) Audit Committee Meetings have been held viz. on 29th May, 2012, 14th August, 2012, 9th November, 2012 and 12th February, 2013. The Company Secretary acts as the Secretary of the Audit Committee.

The audit committee was reconstituted with effect from 12 November 2013. Mr. Ravi Kumar D, Chairman and Managing Director, was appointed as member

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50


Name of Director No. of Meetings attendedOut of (4) meetings

Mr. Ramdas Janardhana Kamath Chairman # 4

Dr. Subramanya Reddy D K 2

Mr. Mohan Hosahalli Ramakrishna 4


5. Shareholders' grievance committee

The Shareholders' Grievance Committee was constituted to specifically look into the redressal of Investors' complaints relating to the transfer of shares, non- receipt of Annual Reports, non-receipt of Dividend, etc.,

The members of the Shareholders' Grievance Committee are as follows.

Dr. Subrahmanya Reddy D K (Chairman)(Non Executive) (Independent)

Mr. Mohan Hosahalli Ramakrishna(Non Executive) (Independent)

Mr. Ravi Kumar D (Executive)(Non-Independent)

Mr. Vijayendra R, Company Secretary is the secretary of shareholders grievance committee.

Number of Shareholders' Complaints received were 398. Complaints not solved to the satisfaction of the shareholders were 382 and Number of Pending Complaints were 382.

During the period 1 (one) meeting of the Shareholders' Grievance Committee was held viz. on 12th February, 2013, attended by Mr. Mohan Hosahalli Ramakrishna and Mr. Ravi Kumar D .

Share transfer system

In order to expedite the process of Share Transfers, Dematerialization, issue of duplicate certificates and certificates after Splits/Consolidation/Renewal, Dematerialization etc., the Board has delegated the power of approval of share transfer etc., to Mr. Vijayendra R, Company Secretary.

The Company Secretary will approve the share transfer etc., once in 15 days or as my be necessary as required under Clause 49(IVG) of the Listing Agreement.

6. Particulars of the past three annual general meetings

Location, date and time of Annual General Meetings held during the last 3 years:

the period from 1st April, 2012 to 31st March, 2013 to the Managing Director and the number of shares held in the Company as on 31st March, 2013 are furnished as under:

# Resigned with effect from 20th September, 2013## Resigned with effect from 13th August, 2012

Proceeds of public issue:

Utilization of proceeds of IPO:

The company made its initial public offer during March 2011. The issue proceeds of `17,001.32 lakhs were utilized in full by 14th August, 2012, as detailed below:

The revised utilization of IPO proceeds was approved and ratified by the shareholders at the 11th Annual General Meeting of the Company held on 28th September, 2012.

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50


2009 - 2010 27-09-2010 4.00 pm NIL

Registered Office:# 2/10,3rdFloor, Ajay Plaza, 1st Main,N.S. Palya,BannerghattaRoadBangalore - 560076

2010 - 2011 28-09-2011 11.00 am

Alteration of Articles ofAssociation of the Company.Making investments by theCompany, Approval forfurther issue of EquityShares under EmployeeStock Option Scheme.

Kutchi Bhavan# 44B, 1stMain Road, J.P. Nagar,3rdPhase, Opp. Mini Forest,(NearShoppers Stop, Bannerghatta Road),Bangalore – 560078

2011 - 2012 28-09-2012 11.00 am

Approval and ratificationof revised utilization ofInitial Public Offer (IPO)proceeds. Alteration ofArticles of Associationof the Company.

Kutchi Bhavan#44B, 1stMain Road,J.P. Nagar, 3rdPhase,Opp. Mini Forest, (NearShoppers Stop,Bannerghatta Road), Bangalore – 560078

Year Location Date Time Special resolutionspassed in the AGM

_

_

_

_

_

2.88

_

_

_

_

_

Asapproved

by theshare

holdersin the

GeneralMeetingof the

company

_

_

_

_

_

As perCompany’s

Rule

As perCompany’s

Rule

_

_

_

_

_

NIL

NIL

NIL

NIL

NIL

136.553

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

50.88

_

_

_

_

_

_

Perquisites& allowance

(`)

TotalRemuneration

(`)

Nameof the

Director

Salary(`)

StatutoryPayments

ServiceContract

NoticePeriod

SeveranceFee

Number ofEquityShares

held in theCompany

No. ofStock

optionsgranted

_

_

_

_

_

48Mr. RaviKumar D

Mr. RamdasJanardhanaKamath #

Dr. SubrahmanyaReddy D K

Mr. Mathew J Manimala

Mr. Mohan H Ramakrishna

Mr. AshokKumar RaoJultha # #

in ` lakh

in ` lakh

Particulars

Amount received from IPO

Proposed Acquisition

Setting up of Software Development Centre andCorporate Office

Expansion and Establishment of Overseas offices

Part Payment of Term Loan

Additional Working Capital requirements

Public Issue Expenses

General Corporate Purposes

Amount received from IPO

Total

Projected as perProspectus

17,000.00

5,500.00

2,618.67

1,944.96

2,500.00

2,500.00

1,500.00

436.37

17,000.00

17,000.00

Actual utilizationas on 14.08.2012

17,001.32

6,367.27

574.00

1,928.91

2,500.00

4,089.98

1,112.01

429.15

17,001.32

17,001.32


Special Resolution put through postal ballot last year , details of voting pattern, person who conducted the postal ballot exercise: Nil

Special Resolution to be passed through Postal Ballot will be conducted as and when required by following the prescribed procedure.

7. Disclosures:

1. Disclosures on materially significant related party transactions that may have potential conflicts with the interest of the company at large:

During the year, the Company had not entered into any transaction of a material nature with any of the related parties which were in conflict with the interest of the company.

All transactions with the Related Parties were in the ordinary course of business and at arms length.

2. While preparing Financial Statements applicable accounting standards have been followed.

3. Details of non-compliance by the Company, penalties, strictures imposed on the company by Stock Exchange or SEBI or other authority on any matter related to capital markets, during last three years:

The Shareholders at the 11th AGM held on 28th September, 2012 declared dividend at the rate of `1.20 per share of `10 each and it was due for payment by 27th October, 2012.

But entire IT industry is reeling under global slow down in the USA and European countries. This has necessitated maintaining the fine balance between retaining the business and receivable collections. The Management is committed to maximize returns to its investors which can be achieved by growth in business by transforming into new business models. This coupled with necessity to continue with the existing business caused strains on the liquidity position of the Company. In the meanwhile the sources of working capital for the Company were also adversely affected due to scarcity of funds in the market and abnormal increase in the Receivables from our clients. Therefore the dividend payment for the year 2011-12 could not be completely made.

However, dividend for 9834 shareholders out of the total of 16,300 shareholders have already been made along with interest @18% p.a.

The Management is making all out efforts to make payments to the remaining shareholders also

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50


along with interest and is confident of resolving the issue.

4. The Company at present does not have Whistle Blower policy.

5. The Company has duly complied with the applicable mandatory requirements of Clause 49 and has constituted a Remuneration Committee, which is non-mandatory under Clause 49

8. Means of communication

:Newspapers wherein results normally published ٭

1.The Hindu- Business line (All India Editions) 2.Vijaya Karnataka 3.Vijaya Vani

Management Discussions and Analysis forms ٭part of this Annual Report, which is also being posted to all the shareholders of the Company.

A separate e-mail id viz. [email protected] has ٭been designated exclusively for registering complaints by the investors of the Company.

.Company’s website address: www.acropetal.com ٭The same is being updated as and when necessary

Presentations were made to Institutional Investors ٭/Analysts in connection with IPO and listing of Shares during the year 2011.

9. General shareholder information

i. Annual General Meeting: Date and Time: 26th December 2013, at 10am

Venue: Kutchi Bhavan, 44B, Ist Main Rd, J. P. Nagar, 3rd phase, Opp Mini Forest, (Near Shoppers Stop, Bannerghatta Rd), Bangalore, 560078.

ii. Financial Year of the Company commences from 1st April and ends on 31st March of next year.

iii. Book closure: 19th December 2013 to 26th December 2013 (both days inclusive).

iv. Listing on the Stock Exchanges


12. The company has not issued any GDRs / ADRs / warrants or any convertible instruments

13. Development centre

The Company’s development center is located at the following place:

►Registered Office at: #74/75, 3rd Cross, 1st Main, N.S. Palya, Bannerghatta Road, Bangalore-560 076.

14. Address for correspondence

Shareholders may correspond with the company at its Registered Office Address or at the office of Registrars and Transfer Agent of the Company.

Registered Office:

#74/75, 3rd Cross,1st Main, N.S.Palya,Bannerghatta Road,Bangalore-560 076.Tel : +91-80-49084000Fax No: +91-80-49084100Email: [email protected]

Registrars and Transfer Agents:

Sharex Dynamic (India) Pvt. Ltd.,Unit no 1, Luthra Ind. Premises,Safed Pool, Andheri Kurla Road,Andheri (East), Mumbai 400 072.Tel : 9122 2851 5606/5644Fax No: +91 22 28512885 Email: [email protected]

CEO / CFO certification

The Board of Directors has received a certificate for the period ended 31st March, 2013 from the CEO and the CFO as per the requirements of Para V of Clause 49 of the Listing Agreement.

Equity Shares of the Company are listed on Bombay Stock Exchange Limited(BSE) and National Stock Exchange of India Limited(NSE). Annual Listing fees for the year 2013-14 have been paid to BSE and NSE.

v. Stock Code NSE : ACROPETAL BSE : 533330

vi. Stock Market data: High, Low and Closing price during the period 1st April, 2012to 31stMarch, 2013.

10. Distribution of shareholding as on 31st March 2013

11. Dematerialization of shares and liquidity

As on 31st March, 2013, 97.50% of the company's total shares representing 3,79,17,324 shares were held in dematerialized form and the balance 2.50% representing 9,73,034 shares were in physical form. The Company shares are traded regularly on the Bombay stock Exchange Limited and the National Stock Exchange of India Limited.

Demat ISIN Number: INE055L01013

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50


High(`)

Low(`) High Low High Low

Volume(Nos.)

High(`)

Low(`)

Volume(Nos.)

Month

Acropetal TechnologiesLimited on BSE BSE Sensex Acropetal Technologies

Limited on NSE NSE Nifty

15.39

15.90

15.40

15.55

15.50

19.55

16.40

13.55

12.50

14.50

9.95

8.48

12.81

11.65

13.50

13.00

13.05

14.52

13.25

10.81

11.38

8.37

7.12

5.65

398384

665919

661664

1350677

1727211

2796536

1106425

1880079

723643

1156321

534058

457024

17664.10

17432.33

17448.48

17631.19

17972.54

18869.94

19137.29

19372.70

19612.18

20203.66

19966.69

19754.66

17010.16

15809.71

15748.98

16598.48

17026.97

17250.80

18393.42

18255.69

19149.03

19508.93

18793.97

18568.43

15.40

16.00

15.90

15.65

15.50

19.50

16.45

13.80

12.90

12.80

10.00

9.00

12.90

11.80

13.35

13.05

12.65

12.60

13.25

10.80

11.20

8.35

7.05

5.55

737626

1526732

1415551

1773554

2812256

4881188

1835698

3332341

1207841

1868055

1016538

950223

5378.75

5279.60

5286.25

5348.55

5448.60

5735.15

5815.35

5885.25

5965.15

6111.80

6052.95

5971.20

5154.30

4788.95

4770.35

5032.40

5164.65

5215.70

4888.20

5548.35

5823.15

5935.20

5671.90

5604.85

April,12

May,12

June,12

July,12

Aug,12

Sep,12

Oct,12

Nov,12

Dec,12

Jan,13

Feb,13

Mar,13

No. ofshare

holders

No. ofshares

% to totalshare

holders

No. ofsharesheld

%to totalequity

1 - 5,0005,001 - 10,000

10,001 - 20,00020,001 - 30,00030,001 - 40,00040,001 - 50,000

50,001 - 1,00,0001,00,001 & above

Total

1151719511072

440177193297300

15947

72.2212.23

6.722.761.111.211.861.89100

1985560163852716937301145860

636036917960

21556862871699938890358

5.114.214.362.951.642.365.54

73.83100


Code of conduct

The Board has formulated and adopted a Code of Conduct for all Board Members and Senior Management Personnel of the Company. The Code of Conduct has been posted on the Company’s website www.acropetal.com. Affirmation Report on Compliance of Code of Conduct has been received from the Board Members and Senior Management Personnel of the Company. The declaration by the CEO to this effect is given below:



Declaration regarding adherence to the Code of Conduct

Based on the affirmation report received from the Board Members and Senior Management Personnel on compliance of Code of Conduct, I hereby declare that all the Board Members and Senior Management Personnel of the Company have duly complied with the Code of Conduct of the Company for the year 2012-2013.



Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50



CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

Registration No. of the Company: 08/028944Corporate Identification Number : L72900KA2001PLC028944Nominal Capital: `40.00 Crores

To The Members,Acropetal Technologies Limited,#74/75, 3rd Cross, 1st Main,N S Palya, Bannerghatta Road,Bangalore – 560 076.

I have examined the relevant records of Acropetal Technologies Limited (the Company) for the purpose of certifying compliance of the conditions of Corporate Governance under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited and National Stock Exchange of India Limited for the financial year ended 31st March 2013. I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of certification.

On the basis of my examination of the records produced, explanations, information and the Representation furnished by the Management; I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Agreement.

I state that in respect of investor grievances received during the financial year ended 31st March 2013, 382 grievances relating to non-payment of dividend for the year 2011-12 were pending against the Company, as per records maintained by the Company

I further state that the compliance of conditions of Corporate Governance is the responsibility of the Company’s Management. My examination was limited to procedures and implementation thereof adopted by the Company for ensuring the Compliance of the conditions of the Corporate Governance. This certificate is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the Management has conducted the affairs of the Company. Further, this certificate is neither an audit nor an expression on the financial statements of the Company.

Sd/-CS Ganapathy Subramanian SPracticing Company SecretaryMembership Number: FCS 4108CP Number 10565

Place: BangaloreDate: 12th November 2013

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50



the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanation given to us, the financial statements give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principle generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013;

b. In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c. In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditors’ Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

INDEPENDENT AUDITORS’ REPORT

To the members of Acropetal Technologies Limited

Report on the financial statements

We have audited the accompanying financial statements of “ACROPETAL TECHNOLOGIES LIMITED”, which comprise the Balance Sheet as at 31st March 2013, and the statement of Profit and Loss and the Cash Flow statement for year then ended, summary of significant accounting policies and other explanatory information.

Management’s responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of “The Companies Act, 1956”. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50



ANNEXURE TO OUR REPORT OF EVEN DATE

(1) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets [4(i)(a)].

(2) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. According to information and explanation given to us no material discrepancies were noticed on such verification [4(i)(b)].

(3) During the year the company has not disposed off any fixed asset. Hence, in our opinion the going concern status is not affected[4(i)(c)].

(4) As explained to us, the inventory has been physically verified during the year by the management at reasonable intervals [4(ii)(a)].

(5) In our opinion and according to the information and explanations given to us, the procedures

of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business [4(ii)(b)].

(6) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material [4(ii)(c)].

(7) (a) According to the information and explanations given to us, the company has not granted any

loans to companies other than wholly owned subsidiary company during the year, firms or other parties covered in the register maintained u/s 301 of the Companies Act 1956 [4(iii)(a)].

Accordingly Paragraph 4 iii (b), (c) and (d) of the order are not applicable.

(8) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in

e. On the basis of written representations received from the directors as on March 31st, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

For K. Gopalakrishnan & Co.,Chartered AccountantsFRN:009600S

K. GopalakrishnanProprietorM. No.:025421.

Place: BangaloreDate: 29.05.2013

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50



(16) The company has not granted any loan against security by way of pledge of shares, debentures or other securities [4(xii)].

(17) The company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

(18) The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(19) The company has given the corporate guarantee to the extent of 3 crores for the financial assistance availed by Mindriver Information Technologies Private Ltd., during the year [4(xv)].

(20) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised [4(xvi)].

(21) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds are raised on short – term basis have been used for long – term investment

(22) According to the information and explanations given to us, the company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act, and the price at which the shares are not prejudicial to the interest of the company [4(xviii)].

(23) According to the information and explanations given to us, during the period the company has not issued any debenture during the period and hence the question of creation of charge or and use are not applicable to the Company [4(xix)].

(24) The Company has not raised money by Public Issue during the year and hence we do not have any comments under this clause [4(xx)].

(25) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit [4(xxi)].

For K. Gopalakrishnan & Co.,Chartered AccountantsFRN:009600S

K. GopalakrishnanProprietorM. No.:025421.

Place: BangaloreDate: 29.05.2013

such internal controls system [4(iv)].

(9) In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies act,1956, to the best of our knowledge and belief and according to the information and explanation given to us [4(v)(a)]:

(a) The particulars of contracts or arrangements referred to section 301 that need to be entered

into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) Where each of such transaction is in excess of Rs 5 lakhs in respect of any party, the

transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(10) The company has not accepted any deposits from public during the year [4(vi)].

(11) In our opinion, the company has an internal audit system commensurate with the size and nature of its business [4(vii)].

(12) As explained to us, the Central Government has not prescribed maintenance of Cost records to the Company [4(viii)].

(13) (a) The Company is not regular in depositing theundisputed statutory dues including PF of `1,25,65796/-, Service Tax of ` 2,50,40,421/-, Income Tax of ` 6,16,17,056/-, TDS of `3,80,36,036/-. [4(ix)(a)]:

(b). The company does not have any disputed

statutory liability as on the date of Balance Sheet.

(c). According to the information and explanationgiven to us, there are no income tax, service tax, and cess which have not been deposited on account of any dispute.

(14) The company does not have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year [4(x)].

(15) The company has taken term loans from banks & the company is not regular in repayment of such loans within the stipulated time [4(xi)]

Nameof the


receivedNature of



Age ofthe

employee

Lastemployment

held


Fellowship,MMS,

26 years11 - 11 - 2011 50


in `

United Bankof India 14,64,84,492 /- 15,25,23,245 / - April 2012 - March 2013

South IndianBank 10,44,16,589 /- 10,99,33,633 /- Oct 2012 - March 2013

Bank Loanamount (`)

Amountoutstanding as on

31.03.2013 (`)

Period to which theamount relates

For K. Gopalakrishnan & Co.,Chartered Accountants.Firm Reg No: 009600S

K.Gopalakrishnan.Proprietor.Membership No. 025421

Place: BangaloreDate: 29th May 2013

For and on behalf of the Board of Directors

Ravi Kumar DChairman & Managing Director


R J KamathDirector

NoteNo.

As at March 31,2013

As at March 31,2012

A EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share capital 1(b) Reserves and surplus 2

-(c) Money received against share warrants

2 Non-current liabilities(a) Long-term borrowings 3(b) Deferred tax liabilities (net)(c) Other long-term liabilities

-

-

-(d) Long-term provisions 4

3 Current liabilities(a) Short-term borrowings 5(b) Trade payables 6(c) Other current liabilities 7(d) Short-term provisions 8

Total

B ASSETS

1 Non-current assets(a) Fixed assets

(i) Tangible assets 9.a(ii) Intangible assets 9.b(iii) Intangible assets under development

(b) Non-current investments 10(c) Deferred tax assets (net)(d) Long-term loans and advances 11(e) Other non-current assets

2 Current assets(a) Current investments(b) Inventories 12(c) Trade receivables 13(d) Cash and cash equivalents 14(e) Short-term loans and advances 15(f) Other current assets 16

Total

ACROPETAL TECHNOLOGIES LIMITEDBalance Sheet as at March 31, 2013

Particulars

See accompanying notes forming part of the financial statements

In terms of our report attached.

in `

38,89,03,580 38,89,03,5802,48,96,85,467 2,43,83,35,274

-

29,88,68,538 30,83,32,4982,07,84,405

-

-

-

-

1,36,50,736 1,36,73,476

53,31,56,337 36,63,47,09221,51,12,002 44,48,88,84241,66,82,016 6,53,37,95313,76,90,844 16,08,83,285

4,51,45,33,925 4,18,67,01,999

44,51,69,416 48,92,36,27679,80,72,701 19,05,05,222

21,74,84,2151,24,32,42,117 89,72,25,713

75,94,57,467 64,23,20,350- 63,39,960

70,69,48,155 1,13,29,07,448

- 21,01,5021,47,07,48,489 1,24,91,82,491

8,58,68,496 22,15,73,7303,45,66,093 1,90,125

21,37,03,106 3,48,60,6804,51,45,33,925 4,18,67,01,999


NoteNo.

For the year endedMarch 31, 2012


A CONTINUING OPERATIONS1 Revenue from operations (gross) 17

-

-

Less: Excise dutyRevenue from operations (net)

2 Expenses(a) Cost of materials consumed(b) Purchases of stock-in-trade 18.a(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade 18.b(d) Employee benefits expense 19(e) Other expenses 20

Total

3 Earnings before exceptional items, extraordinary items, interest, tax,depreciation and amortisation (EBITDA) (1 - 2)

4 Finance costs 21

5 Depreciation and amortisation expenses 9.c

6 Other income 22

7 Profit / (Loss) before exceptional and extraordinary items and taxs (3 - 4 - 5 + 6)

8 Exceptional items -

9 Profit / (Loss) before extraordinary items and taxes (7 + 8)

10 Extraordinary items -

11 Profit / (Loss) before taxes (9 + 10)

12 Tax expense:(a) Current tax expense for current year (MAT)(b) (Less): MAT credit (where applicable)(c) Current tax expense relating to prior years -(d) Net current tax expense (e) Deferred tax

13 Profit / (Loss) from continuing operations (11 - 12)

B DISCONTINUING OPERATIONS

14.i Profit / (Loss) from discontinuing operations (before tax) - -14.ii Gain / (Loss) on disposal of assets / settlement of liabilities attributable to the

discontinuing operations- -

14.iii Add / (Less): Tax expense of discontinuing operations(a) on ordinary activities attributable to the discontinuing operations - -(b) on gain / (loss) on disposal of assets / settlement of liabilities - -

- -

15 Profit / (Loss) from discontinuing operations (14.i + 14.ii + 14.iii) - -

C TOTAL OPERATIONS

16 Profit / (Loss) for the year (13 + 15)

Particulars

Statement of Profit and Loss for the year ended March 31, 2013

in `

1,52,07,53,969 1,87,48,53,018-

1,52,07,53,969 1,87,48,53,018

2,22,86,213- 13,94,30,391

2,97,41,494 4,15,76,81897,31,01,614 96,00,45,47814,04,74,137 28,13,17,367

1,16,56,03,458 1,42,23,70,054

35,51,50,511 45,24,82,963

13,91,06,612 10,03,04,385

14,55,39,513 23,76,51,122

3,61,05,400 16,1,9,12,795

10,66,09,787 27,64,40,251

-

10,66,09,787 27,64,40,251

10,66,09,787 27,64,40,251

2,65,17,854 9,60,31,000- (5,27,16,080)

16,17,3752,81,35,229 4,33,14,9202,71,24,365 (5,72,73,702)5,52,59,594 (1,39,58,782)5,13,50,193 29,0399,033

5,13,50,193 29,03,99,033










R J KamathDirector

NoteNo.

17.i Earnings per share (of `10/- each):(a) Basic

(i) Continuing operations 1.32 7.47(ii) Total operations 1.32 7.47

(b) Diluted(i) Continuing operations 1.32 7.47(ii) Total operations 1.32 7.47

17.ii Earnings per share (excluding extraordinary items) (of `10/- each):(a) Basic




Particulars

ACROPETAL TECHNOLOGIES LIMITEDStatement of Profit and Loss for the year ended March 31, 2013

In terms of our report attached.

in `



For the year endedMarch 31, 2013Particulars

A. Cash flow from operating activitiesNet Profit / (Loss) before extraordinary items and taxAdjustments for:

Depreciation and amortisationProvision for impairment of fixed assets and intangiblesFinance costsInterest incomeNet unrealised exchange (gain) / loss

Operating profit / (loss) before working capital changesChanges in working capital:

Adjustments for (increase) / decrease in operating assets:InventoriesTrade receivablesShort-term loans and advancesLong-term loans and advancesOther current assets

Adjustments for increase / (decrease) in operating liabilities:Trade payablesOther current liabilitiesShort-term provisionsLong-term provisions

Cash flow from extraordinary itemsCash generated from operationsNet income tax (paid) / refunds

Net cash flow from / (used in) operating activities (A)

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2013in `

10,66,09,787 27,64,40,251

14,55,39,513 15,59,25,022- 8,17,26,100

13,91,06,612 10,03,04,385-7,28,694 -2,14,59,739

- -510,66,08028,39,17,431 26,54,29,68839,05,27,218 54,18,69,939

21,01,502 -21,01,502-22,15,65,999 -85,77,72,231-3,43,75,968 -1,90,12542,59,59,294 4,99,50,145

-17,25,02,468 4,36,78,320

-22,97,76,839 24,06,23,82037,21,28,469 4,11,29,873-2,31,92,441 13,06,33,635

-22,740 56,46,23611,87,52,810 -34,84,01,82950,92,80,027 19,34,68,110

50,92,80,027-5,52,59,594

19,34,68,110-2,68,51,475

45,40,20,433 16,66,16,635

(Continued.)










R J KamathDirector

Notes: (i) The Cashflow statement reflects the combined cashflows pertaining to continuing and discontinuing operations. (ii) These earmarked account balances with banks can be utilized only for the specific identified purpose.See accomanying notes forming part of the financial statementIn terms of our report attached

B. Cash flow from investing activities

Purchase of long-term investments - Subsidiaries

Proceeds from sale of long-term investments

- OthersInterest Received

Cash flow from extraordinary items

Net cash flow from / (used in) investing activities (B)

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2013 (Cont.)

Capital expenditure on fixed assets, including capital advancesCapital expenditure on intangible assets under development

Net income tax (paid) / refunds

C. Cash flow from financing activitiesRepayment of long-term borrowingsNet increase / (decrease) in working capital borrowingsProceeds from other short-term borrowingsFinance costDividends paidTax on dividend

Cash flow from extraordinary items

Net cash flow from / (used in) financing activities (C)Net increase / (decrease) in Cash and cash equivalents (A+B+C)Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the yearCash and cash equivalents at the end of the year ** Comprises:(a) Cash on hand

(iii) In deposit accounts with original maturity of less than 3 months

(iv) In earmarked accounts (give details) (Refer Note (ii) below)

(c) Balances with banks(i) In current accounts(ii) In EEFC accounts

(iv) Balances held as margin money or security against borrowings,

(b) Cheques, drafts on hand

Effect of exchange differences on restatement of foreign currency Cash and cash equivalents

in `

Particulars

-70,90,40,13221,74,84,215

-8,54,49,198

-11,71,37,117 -59,11,84,371

7,28,694 2,14,49,739-60,79,64,340 -65,51,83,830

-65,51,83,830-60,79,64,340 -65,51,73,830

-94,63,960 -10,89,71,606-1,63,33,879

16,68,09,245 1,23,08,656-13,91,06,612 -10,03,04,385

-

-

-4,66,68,430- -

-

1,82,38,673 -25,99,69,644

1,82,38,673 -25,99,69,644-13,57,05,234 -74,85,26,83922,15,73,730 97,01,00,569

8,58,68,496 22,15,73,730

1,01,291 82,224

1,40,58,059 2,51,73,7191,64,105 10,93,65,420

62,61,804 8,66,96,5776,50,27,447

2,55,790 2,55,7908,58,68,496 22,15,73,730


NO

TES

FOR

MIN

G P

AR

T O

F FI

NA

NC

IAL

STA

TEM

ENTS

1c.

Num

ber o

f sh

ares

hel

d

% h

oldi

ng in

th

at c

lass

of

shar

es

Num

ber o

f sh

ares

hel

d

% h

oldi

ng in

th

at c

lass

of

shar

es

Equi

ty s

hare

s w

ith v

otin

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Rav

i Kum

ar D

1,36

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300

35.1

1%1,

36,5

5,30

035

.11%

Mal

ini R

eddy

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,12,

200

9.29

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9.29

%

Det

ails

of s

hare

s he

ld b

y ea

ch s

hare

hold

er h

oldi

ng m

ore

than

5%

sha

res:

Cla

ss o

f sha

res

/ Nam

e of

sha

reho

lder

A

s at

31

Mar

ch, 2

013

As

at 3

1 M

arch

, 201

2

Not

e 1

Sha

re c

apita

l

Par

ticul

ars

Num

ber o

f sh

ares

`

Num

ber o

f sh

ares

`

(a) A

utho

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Equ

ity s

hare

s of

`10

eac

h w

ith v

otin

g rig

hts

4,00

,00,

000

40,0

0,00

,000

4,00

,00,

000

40,0

0,00

,000

(b) I

ssue

d, s

ubsc

ribed

& P

aid

upE

quity

sha

res

of `

10 e

ach

with

vot

ing

right

s3,

88,9

0,35

838

,89,

03,5

803,

88,9

0,35

838

,89,

03,5

80

Tota

l3,

88,9

0,35

838

,89,

03,5

803,

88,9

0,35

838

,89,

03,5

80

Not

es:

Par

ticul

ars

Ope

ning

Ba

lanc

e F

resh

issu

e B

onus

E

SO

P

Con

vers

ion

Buy

bac

k

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chan

ges

(giv

e de

tails

)

Clo

sing

Ba

lanc

e

Equ

ity s

hare

s w

ith v

otin

g rig

hts

Yea

r end

ed M

arch

31,

201

3- N

umbe

r of s

hare

s3,

88,9

0,35

8-

3,88

,90,

358

- Am

ount

(`)

38,8

9,03

,580

-38

,89,

03,5

80

Yea

r end

ed M

arch

31,

201

2- N

umbe

r of s

hare

s3,

88,9

0,35

8-

3,88

,90,

358

- Am

ount

(`)

38,8

9,03

,580

-

- - - -

- - - -

- - - -

- - - -38

,89,

03,5

80

(i) R

econ

cilia

tion

of th

e nu

mbe

r of s

hare

s an

d am

ount

out

stan

ding

at t

he b

egin

ning

and

at t

he e

nd o

f the

repo

rting

per

iod:

Of t

he a

bove

, 16,

000,

000

(16,

000,

000)

equ

ity s

hare

s of

`10

eac

h, fu

lly p

aid

up h

ave

been

issu

ed a

s bo

nus

shar

es b

y ca

pita

lizat

ion

of th

e re

tain

ed p

rofit

s

As

at M

arch

31,

201

3 A

s at

Mar

ch 3

1, 2

012

in `

in `


in `

As at March 31, 2013


1,58,00,27,044-

-

1,58,00,27,044-

-Closing balance 1,58,00,27,044 1,58,00,27,044

10,97,32,989 8,06,93,086Add: Transferred from surplus in Statement of Profit and Loss 51,35,019 2,90,39,903

11,48,68,008 10,97,32,989

74,85,75,241 54,16,35,7005,13,50,193 29,03,99,033

- (4,66,68,430)Tax on dividend - (77,51,159)Transferred to: General reserve 51,35,019 (2,90,39,903)

Closing balance 79,47,90,414 74,85,75,241

2,48,96,85,467 2,43,83,35,274

Less: Interim dividend Dividends proposed to be distributed to equity shareholders (`1.20 per share)

Total

(c) Surplus / (Deficit) in Statement of Profit and Loss Opening balanceAdd: Profit / (Loss) for the year

Closing balance

Others (give details)

(a) Securities premium accountOpening balanceAdd : Premium on shares issued during the yearLess : Utilised during the year for:

Note 2 Reserves and surplus

Particulars

(b) General reserveOpening balance

Note 3 Long-term borrowings

Secured 29,67,96,605 27,35,68,022 29,67,96,605 27,35,68,022

Secured 20,71,932 38,40,924 20,71,932 38,40,924

- -

Secured - 3,09,23,551- 3,09,23,551

29,88,68,538 30,83,32,498

(c) Other loans and advances - Term loans guarnateed by Directors (Refer note (ii) below)

(b) Long-term maturities of finance lease obligations (Refer note (i) below)

Total

(a) Term loans (Refer note (i) below)From banks


(i) D

etai

ls o

f ter

ms

of re

paym

ent f

or o

ther

long

-term

bor

row

ings

and

sec

urity

pro

vide

d in

resp

ect o

f the

sec

ured

oth

er lo

ng-te

rm b

orro

win

gs:

Par

ticul

ars

Sec

ured

U

nsec

ured

S

ecur

ed

Uns

ecur

ed

Term

loan

s fro

m b

anks

:S

outh

Indi

an B

ank

10,9

9,33

,633

10,4

4,16

,589

Uni

ted

Ban

k of

Indi

a15

,25,

23,2

4514

,64,

84,4

92A

xis

Ban

k Lt

d.- -

-1,

70,3

1,76

5B

ank

of In

dia

3,43

,39,

727

Axi

s B

ank

Ltd.

56,3

5,17

6To

tal -

Ter

m lo

ans

from

ban

ks29

,67,

96,6

0527

,35,

68,0

22Lo

ng-te

rm m

atur

ities

of f

inan

ce

leas

e ob

ligat

ions

:A

xis

Ban

k Lt

d. -

11,

35,6

9911

,02,

094

Axi

s B

ank

Ltd.

- 2

179,

268

6,15

,177

HD

FC17

,56,

965

21,2

3,65

3To

tal -

Lon

g-te

rm m

atur

ities

of

finan

ce le

ase

oblig

atio

ns20

,71,

932

38,4

0,92

4

As

at M

arch

31,

20

13

As

at M

arch

31,

20

12

---

3,09

,23,

551

Bon

ds /

debe

ntur

esTe

rm lo

ans

from

ban

ksA

xis

Ban

k

(ii) D

etai

ls o

f lon

g-te

rm b

orro

win

gs g

uara

ntee

d by

som

e di

rect

ors

or o

ther

s:

Prim

ary

secu

rity

fort

erm

loan

sfro

mba

nks

are

Fixe

dA

sset

s(T

angi

ble

&In

tang

ible

)of

the

Com

pany

and

colla

tera

lsec

urity

com

pris

esof

prop

erty

&pe

rson

algu

aran

tee

ofD

irect

ors.

Long

term

loan

sar

ere

paya

ble

with

inof

3to

5ye

ars

from

Mar

ch31

,20

12.

Rat

eof

Inte

rest

onth

ese

loan

sis

rang

ing

from

10%

to18

%p.

a. Par

ticul

ars

As

at M

arch

31,

201

3 A

s at

Mar

ch 3

1, 2

012

Term

s of

repa

ymen

t and

sec

urity

*

in `


in `

As at March 31, 2013 As at March 31, 2012(a) Provision for employee benefits:

(i) Provision for compensated absences 45,23,126 63,75,031(ii) Provision for gratuity (net) 91,27,610 72,98,445

1,36,50,736 1,36,73,476

Note 4 Long-term provisions Particulars

TotalNote 5 Short-term borrowings

Secured 46,01,14,806 36,29,83,95446,01,14,806 36,29,83,954

49,67,756 -6,63,622 -

24,52,370 33,63,138 Unsecured -Vision Info Inc 2,16,02,900 Unsecured -Directors' A/c 4,33,54,883

7,30,41,531 33,63,13853,31,56,337 36,63,47,092

Notes:(i) Details of security for the secured short-term borrowings:

Nature of securityLoans repayable on demandfrom banks:AXIS Bank-CC 10,11,87,012 10,12,70,981Loan on FD - 55,00,000OD limit 57,01,853 34,45,518CC-SBT 25,26,94,950 25,27,67,455Central Bank of India 10,05,30,991 -Total - from banks 46,01,14,806 36,29,83,954

(b) Loans and advances from related parties

Total

Unsecured - Mindriver Information Technologies Private Limited Unsecured - Acropetal Inc

From banks

Unsecured - Kinfotech Private Limited

(a) Loans repayable on demand (Refer Note (i) below)

Note 6 Trade payablesTrade payables:

Acceptances 18,79,88,649 30,53,97,657Other than Acceptances 2,71,23,353 13,94,91,184

Total 21,51,12,002 44,48,88,842

(a) Other payables (i) Statutory remittances 8,84,51,441 5,03,37,953(ii) Advance from customers 1,10,000 1,50,00,000(iii) For Expenses 2,68,19,981 -(iv) Advances from others 23,81,90,000 -(v) Others(vi) Unclaimed dividend

6,26,65,615 -

Total4,44,980 4,81,320

41,66,82,016 6,53,37,953

Note 7 Other current liabilities

(a) Provision - Others:(i) Provision for tax 7,23,31,837 10,64,63,696(ii) Provision for proposed equity dividend 4,66,68,430 4,66,68,430(iii) Provision for tax on proposed dividends 1,56,84,793 77,51,159(iv) Provision for interest 30,05,784 -

Total 13,76,90,844 16,08,83,285

Note 8 Short-term provisions

Working capital loans aresecured by the currents assets of the companywith interest rates ranging from 12% to 15%


in `

a

Bal

ance

as

at

1 Ap

ril, 2

012

Dep

recia

tion

/ am

ortis

atio

n ex

pens

e fo

rth

e ye

ar

Elim

inat

edon

disp

osal

of a

sset

s

Elim

inat

ed o

n re

class

ificat

ion

as

held

for s

ale

Impa

irmen

t loss

es

reco

gnise

d in

st

atem

ent o

f pro

fit an

d lo

ss

Rev

ersa

l of

impa

irmen

t loss

es

reco

gnise

d in

St

atem

ent o

f Pro

fit an

d Lo

ss

Oth

erad

just

men

ts

Bal

ance

as

at

Mar

ch31

, 201

3

Bal

ance

as

at

Mar

ch31

, 201

3

Bal

ance

as

at

Mar

ch 3

1, 2

012

(a) L

and

Free

hold

-(b

) Bui

ldin

gs

Ow

n us

e(c

) Pla

nt a

nd E

quip

men

tO

wne

dC

ompu

ters

& A

cces

sorie

s(d

) Fur

nitu

re a

nd F

ixtu

res

Ow

ned

Furn

iture

& F

ittin

gsE

lect

rical

and

Net

wor

king

Offi

ce In

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sO

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ken

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r fin

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Equ

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S a

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Bal

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as

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1 Ap

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Add

itions

D

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th

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Rec

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Rev

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Bor

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cost

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just

men

ts

Bal

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as

at

Mar

ch 3

1, 2

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(a) L

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-(b

) Bui

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Ow

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e-

(c) P

lant

and

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Com

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rs &

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(d) F

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sO

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Ele

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Not

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a Fi

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lock

2,22

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2,22

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7,71

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1,94

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9,66

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37,0

2,71

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38,9

7,59

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5,47

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603

2,32

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7,80

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154

3,54

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5,67

,86,

205

58,4

4,09

76,

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6864

,70,

165

28,3

3,45

934

,06,

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29,4

9,63

05,

38,7

4634

,88,

376

24,4

6,65

129

,42,

230

10,7

8,10

681

,160

11,5

9,26

63,

67,2

394,

48,3

99

3,49

,763

24,5

193,

74,2

8370

,185

94,7

0450

,88,

909

13,3

8,45

664

,27,

364

38,3

1,32

451

,69,

779

10,8

5,20

87,

01,7

9417

,87,

002

43,5

5,55

644

,91,

447

16,3

5,38

62,

09,1

3218

,44,

518

12,9

4,33

315

,03,

465

27,7

3,96

73,

37,8

8531

,11,

852

20,9

1,19

824

,29,

083

15,2

7,41

,219

4,66

,40,

303

19,9

3,81

,522

44,5

1,69

,416

48,9

2,36

,276

12,0

4,70

,974

3,22

,70,

245

15,2

7,41

,219

48,9

2,36

,276

45,5

7,97

,592

2,22

,05,

000

2,22

,05,

000

46,6

9,22

,386

46,6

9,22

,386

11,1

5,59

,808

19,1

0,97

311

,34,

70,7

81

92,5

0,22

453

,400

93,0

3,62

458

,91,

860

43,1

6759

,35,

027

15,2

6,50

515

,26,

505

4,44

,468

4,44

,468

1,02

,58,

688

1,02

,58,

688

55,7

6,65

55,

65,9

0361

,42,

558

31,3

8,85

131

,38,

851

52,0

3,05

052

,03,

050

64,1

9,77

,495

25,7

3,44

364

,45,

50,9

3857

,62,

68,5

666,

57,0

8,92

964

,19,

77,4

95


Notes

form

ing p

art o

f the

finan

cial s

tatem

ents

b.

Bala

nce

as a

t 1

April,

201

2

Add

itions

D

ispos

als

Acq

uisitio

ns

thro

ugh

busin

ess

comb

inatio

ns

Rec

lassif

ied a

s held

fo

r sale

E

ffect

of fo

reign

cu

rrenc

y exc

hang

e dif

feren

ces

Bor

rowi

ng co

st ca

pitali

sed

Oth

erad

justm

ents

Bala

nce

as a

t M

arch

31,

201

3 (a

) Com

pute

r sof

twar

e(b

) Pro

duct

Deve

lopm

ent C

ost

Tot

al P

revio

us ye

ar

b.

Bala

nce

as a

t 1

April,

201

2

Dep

recia

tion

/ am

ortis

ation

ex

pens

e fo

rth

e ye

ar

Elim

inated

on

dispo

sal

of a

ssets

Elim

inated

on

recla

ssific

ation

as

held

for s

ale

Impa

irmen

t loss

es

reco

gnise

d /

(reve

rsed)

in

State

ment

of P

rofit

and

Loss

Oth

er a

djustm

ents

Bala

nce

as a

t M

arch

31,

201

3

Bala

nce

as a

t M

arch

31,

201

3

Bala

nce

as a

t M

arch

31,

201

2

(a) C

ompu

ter s

oftw

are

(b) P

rodu

ct De

velop

men

t Cos

t

Tot

al P

revio

us ye

ar

c.De

prec

iation

and

amo

rtisa

tion

relat

ing to

cont

inuing

ope

ratio

ns:

For t

he ye

ar e

nded

M

arch

31,

201

3Fo

r the

year

end

ed

Mar

ch 3

1, 2

012

``

(ii) D

etail

s of a

sset

s acq

uired

und

er h

ire p

urch

ase

agre

emen

ts:

31-M

ar-1

331

-Mar

-12

31-M

ar-1

331

-Mar

-12

Com

pute

rs an

d Co

mpu

ter

Acce

ssor

ies

Parti

cular

s Gr

oss b

lock

Net b

lock

Depr

eciat

ion a

nd a

mor

tisat

ion fo

r the

year

on

intan

gible

asse

ts as

per

Not

e 11

b.

ACRO

PETA

L TE

CHNO

LOGI

ES L

IMIT

ED

Note

9.b

Fixe

d as

sets

(cont

d.)

Gros

s bloc

k

Net b

lock

Parti

cular

s

Intan

gible

asse

ts

Intan

gible

asse

ts A

ccum

ulated

dep

recia

tion

and

impa

irmen

t

Depr

eciat

ion a

nd a

morti

satio

n re

lating

to co

ntinu

ing o

pera

tions

Parti

cular

s

Depr

eciat

ion a

nd a

mor

tisat

ion fo

r the

year

on

tang

ible

asse

ts as

per

Not

e 11

a.

in `

45,7

9,30,7

5532

,52,3

4,559

78,3

1,65,3

1438

,12,3

2,130

38,1

2,32,1

3045

,79,3

0,755

70,6

4,66,6

89-

--

--

1,16,4

3,97,4

4476

,39,6

1,693

10,2

1,292

--

--

45,7

9,30,7

55

26,7

4,25,5

339,1

3,22,1

7135

,87,4

7,704

42,4

4,17,6

1019

,05,0

5,222

-75

,77,0

3975

,77,0

3937

,36,5

5,091

-

26,7

4,25,5

339,8

8,99,2

10-

--

-36

,63,2

4,743

79,8

0,72,7

0119

,05,0

5,222

36,9

0,96,8

8612

,36,5

4,777

--

8,17,2

6,100

(22,5

3,26,1

30)

26,7

4,25,5

3319

,05,0

5,222

39,4

8,64,8

07

4,66,4

0,303

3,22,7

0,245

9,88,9

9,210

20,5

3,80,8

77

14,5

5,39,5

1323

,76,5

1,122

4,88

,85,

267

4,88

,85,

267

-4,

40,6

3,70

64,

40,6

3,70

6-

-

(30,7

0,52,2

30)

- -


Note 10 Non-current investments

Quoted Unquoted Total Quoted Unquoted Total

Investments (At cost):Other investments

(a)Investment in equity instruments (give details separately for fully / partly paid up instruments)(i) of subsidiariesVisioninfo Inc.[10 Shares of 1000 Arab Emarates Dhirams each fully paid](previous year: 10 Shares of 1000 Arab Emarates Dhirams each fully paid)Acropetal Inc[596508 Shares Fully paid up]

Kinfotech Pvt. Ltd[510,000 Shares of `10/- at a premium of `90/- per share each fully paid](previous year: NIL)Mindriver Information Tec. Pvt. Ltd[510,000 Shares of `10/- at a premium of `90/- per share each fully paid](previous year: NIL)(ii) of associatesBinary Spectrum Softech P Limited.[4080 Equity Shares of `10/- each fully Paid valued at `12500/- each](Previous year: 4080 Shares of `10/- each fully Paid valued at `12500/- each)

As at March 31, 2012 Particulars




(a) Security deposits Unsecured, considered good

Less: Provision for doubtful deposits

(c) Loans and advances to related partiesUnsecured, considered good

Less: Provision for doubtful loans and advances

(d) Loans and advances to employees Unsecured, considered good


(e) MAT credit entitlement - Unsecured, considered good

(f) Other loans and advances (specify nature)Unsecured, considered good

Less: Provision for other doubtful loans and advances

Total

Note 11 Long-term loans and advances

Particulars

in `

1,35,979 1,35,979 1,35,979 1,35,979

56,22,78,847 56,22,78,847 44,51,41,73044,51,41,730

5,10,00,000 5,10,00,000 5,10,00,000 5,10,00,000

9,50,42,641 9,50,42,641 9,50,42,641 9,50,42,641

5,10,00,000 5,10,00,000 5,10,00,000 5,10,00,000

75,94,57,467 64,23,20,350

90,86,032 47,85,71390,86,032 47,85,713

90,86,032 47,85,713

13,39,65,241 17,97,34,11613,39,65,241 17,97,34,116

13,39,65,241 17,97,34,116

20,22,937 44,21,43220,22,937 44,21,432

20,22,937 44,21,432

7,07,66,746 7,07,66,746

49,11,07,199 87,31,99,44349,11,07,199 87,31,99,443

49,11,07,199 87,31,99,443

70,69,48,155 1,13,29,07,448



Trade receivables outstanding for a period exceeding six months from the date they were due for payment

Unsecured, considered goodDoubtful

Less: Provision for doubtful trade receivables

Other Trade receivablesSecured, considered goodUnsecured, considered goodDoubtful


Total

Note 13 Trade receivables

(a) Cash on hand(b) Cheques, drafts on hand(c) Balances with banks

(i) In current accounts(ii) In EEFC accounts(iii) In deposit accounts (Refer Note (i) below)(iv) In earmarked accounts

- Unpaid dividend accounts- Balances held as margin money or security against borrowings, guarantees and other commitments

Total Of the above, the balances that meet the definition of Cash and cash equivalents as per AS 3 Cash Flow Statements is

Note 14 Cash and cash equivalents

Particulars As at March 31, As at March 31,

2013

in `

2012

(a) Stock-in-trade (acquired for trading)

Total

Note 12 Inventories(At lower of cost and net realisable value)



(b) Loans and advances to employees Unsecured, considered good -

Less: Provision for doubtful loans and advances -(c) Balances with government authorities Unsecured, considered good

(i) VAT credit receivable(ii) TDS - Income tax


Total

-

Note 15 Short-term loans and advances

1,09,79,20,367 -7,74,00,092 21,02,844

1,17,53,20,459 21,02,844-7,74,00,092 -21,02,844

1,09,79,20,367 -

37,28,28,122 1,24,91,82,491- -

37,28,28,122 1,24,91,82,491

37,28,28,122 1,24,91,82,491147,07,48,489 1,24,91,82,491

1,01,291 82,224

1,40,58,059 99,43,3941,64,105 10,93,65,420

62,61,804 1,66,98,005

7,00,770 7,37,110

6,45,82,467 8,47,47,5778,58,68,496

2,01,40,279

22,15,73,730

22,08,36,620

- 21,01,50221,01,502

- 21,01,502

- 1,90,125- 1,90,125

- 1,90,125

-

-

3,45,66,0933,45,66,093

3,45,66,093

-

1,90,125


in `

a) Unbilled revenueTotal

Note 16 Other Current Assets





(b) Loans and advances to employees Unsecured, considered good

Less: Provision for doubtful loans and advances(c) Balances with government authorities Unsecured, considered good

(i) VAT credit receivable(ii) TDS - Income tax


Total

Particulars

Note 15 Short-term loans and advances (Continued.)

Note 17 Revenue from operations

(a) Sale of products

(b) Sale of services

Less:(d) Excise duty

Total

(i) Computer HardwareSale of products comprises of

Computer SoftwareTotal - Sale of products

(ii) Sale of services comprises ofTechnical Services OutsourcingTechnical Export Services

Total - Sale of services

Note

Note 18.a Purchases of stock-in-trade

Particulars(a) Computer Hardware(b) Computer Software

TotalNote 18.b Changes in inventories of stock-in-trade

Inventories at the end of the year:(a) Un Billed Revenue(b) Stock-in-trade

Inventories at the beginning of the year:(a) Un Billed Revenue(b) Stock-in-trade

Net (increase) / decrease

For the year ended March 31, 2013

For the year ended March 31, 2012

21,37,03,106 3,48,60,68021,37,03,106 3,48,60,680

- 1,90,125- 1,90,125

- 1,90,125

- -

- -

3,45,66,0933,45,66,093-

-

3,45,66,093

- -

1,90,125

2,10,74,433 14,91,19,242

1,49,96,79,536 1,72,57,33,7761,52,07,53,969 1,87,48,53,018

- -1,52,07,53,969 1,87,48,53,018

1,80,51,329 6,46,48,72730,23,104 8,44,70,515

2,10,74,433 14,91,19,242

18,34,83,273 13,92,29,2521,31,61,96,263 1,58,65,04,5241,49,96,79,536 1,72,57,33,776

7,78,15,4886,16,14,903

13,94,30,391

72,20,688 3,48,60,68021,01,502

72,20,688 3,69,62,1823,48,60,680 7,85,39,000

21,01,5023,69,62,182 7,85,39,0002,97,41,494 4,15,76,818


in `

Particulars For the year ended

March 31, 2013 For the year ended

March 31, 2012

Note 19 Employee benefits expense

Salaries and wagesContributions to provident and other fundsStaff welfare expensesOnsite project expensesSubcontracting

TotalNote 20 Other expensesPower and fuelWaterRent including lease rentalsRepairs and maintenance - BuildingsRepairs and maintenance - MachineryRepairs and maintenance - OthersInsuranceRates and taxesCommunicationTravelling and conveyancePrinting and stationeryFreight and forwardingBusiness promotionListing FeeOther Administration ExpensesLegal and professionalProvision for bad debtsPayments to auditors (Refer Note (i) below)

TotalNotes:(i) Payments to the auditors comprises (net of service tax input credit, where applicable):As auditors - statutory auditFor other services

TotalNote 21 Finance costs

Note 22 Other income

(a) Interest income(Refer Note (i) below)(b) Net gain on foreign currency (other than considered as finance cost) (c) Other non-operating income(Refer Note (ii) below)

TotalNote(i) Interest income comprises:

Interest from banks on:deposits

Total - Interest income(ii) Other non-operating income comprises:

Miscellaneous incomeTotal - Other non-operating income

(a) Interest expense on Term Loan:(b)Borrowing costs on WC(C) Others

Total

33,48,96,902 35,29,46,9892,40,28,177 88,41,1081,63,73,701 48,29,333

56,41,12,597 57,44,92,5113,36,90,237 1,89,35,537

97,31,01,614 96,00,45,478

37,57,161 25,52,2993,05,000 21,856

55,13,435 46,66,75959,79,866 50,24,8774,78,858 22,50,8032,72,581 2,94,157

33,96,872 18,11,9753,94,842 9,12,620

86,77,647 25,46,5141,47,07,060 1,18,20,169

33,20,411 52,36,90940,776 4,15,772

1,06,77,787 23,70,25,2601,59,803

38,78,910 54,37,3982,12,500 1,00,000

7,74,00,629 -13,00,000 12,00,000

14,04,74,137 28,13,17,367

10,00,000 10,00,0003,00,000 2,00,000

13,00,000 12,00,000

7,28,694 2,14,59,7393,32,85,377 14,01,67,972

20,91,329 2,85,0843,61,05,400 16,19,12,795

7,28,694 2,14,59,7397,28,694 2,14,59,739

20,91,329 2,85,08420,91,329 2,85,084

4,75,87,799 4,18,73,4465,04,45,848 4,62,69,8894,10,72,965 1,21,61,049

13,91,06,612 10,03,04,385


a. Bills discounted with SBI Global Factors Ltd. `9,50,00,000 FIU value (Previous Year `4,76,72,313)

b. Outstanding guarantees and counter guarantees `3,45,000 (Previous Year `1,05,00,000)

Employee benefit plans

Defined contribution plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised `1,40,42,000 (Year ended 31 March, 2012 `88,41,108) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

Defined benefit plans

The Company offers the following employee benefit schemes to its employees:

i. Gratuity: An amount of `78,44,388/- has been recoignised in the Statement of Profit and Loss for the year ended March 31, 2013 towards Gratuity based on Actuarial Valuation. (Net liability is `91,27,610/-)

ii. Compensated absences : An amount of `8,65,465 has been recognised in the Statement of Profit and Loss for the year ended March 31, 2013 towards compensated absences based on Actuarial valuation (Net liability is `45,23,126)

The following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial statements:

Disclosures under Accounting Standards (contd.)

Details of borrowing costs capitalised

B.23 Notes forming part of the Financial Statement

The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

Details of Forex inward & outwards for the FY 2012-13

The company has filed an application for the amalgamation of Mindriver Information Technologies (P) Limited and Kinfotech (P) Limited and the same is pending for the directives from the Honorable High Court of Karnataka. The said company being the holding Company, the consolidated financial results will include the financial results of these two companies also as per the Indian Accounting Standards.On obtaining approval from the Honble Court, the effect of changes due to the amalgamation effective from 1st October 2011 will be disclosed to the Stock Exchanges and the approval of the share holders will be obtained for the same in the next immediate Annual General Meeting of the company. However an application is being made to the honarable High Court of Karnataka, for withdrawing of the Scheme of Amalgamation

Contingent Liabilities

a) Corporate Guarantee in favor of UPS Capital Business Credit main office situated at 425 Dat Halli Road, Windsor, Connecticut, U.S.A. 06095 for loan avalied by Vision Info Inc.

in `

Managerial RemunerationRavi Kumar D 50,88,000

in `

in `

Inwards from Export of software servicesOutward For Onsite development exp For Software purchases For Overseas office expansion, travelling and business promotion 68,90,06899,080.64

45,70,03,411

15,14,85,9546,21,22,4431,30,52,351

85,49,915

27,85,69211,42,3772,40,021

USD EUROINR INR

Guarantee amount (USD)Expiry DateCurrent Outstanding (USD)Current Outstanding (INR)Previous year Guarantee amount (USD)Previous year Outstanding (USD)Previous year Outstanding (INR)

43,04,54125-Jan-1535,27,762

19,18,39,69843,04,54143,04,541

22,02,20,318

30,32,47131-Dec-1519,71,249

10,71,96,52130,32,47151,55,368

11,63,63,075

30,68,45125-Feb-14

9,20,5535,00,59,672

30,68,45136,82,154

6,27,93,477

Term Loan 3Term Loan 2Term Loan 1Particulars

Borrowing costs capitalised during the year- Intangible assets under development 1,87,18,978

1,87,18,97829,87,56629,87,566

Particulars For the year ended31-Mar-13

For the year ended31-Mar-12

Discount rateSalary escalationAttrition

Mortality tables

8.25%6.00%5.00%

LIC (94-96) UltimateMortality Table

Actuarial assumptions

in `

Particulars


Details of related parties:

Note: Related parties have been identified by the Management.

Details of related party transactions during the year ended 31 March, 2013 and balances outstanding as at 31 March, 2013:

Details of leasing arrangements

Subsidiaries

AssociatesKey Management Personnel (KMP)Relatives of KMP

Vision Info. Inc.Acropetal Inc.Kinfotech Private LimitedMindRiver Information Technologies Private LimitedBinary Spectrum Softech Pvt. Ltd.Mr. Ravi Kumar DMrs. Malini Reddy (w/o Mr. Ravi Kumar D)

Description of relationship Names of related parties

in `

in `

Particulars 31-Mar-13 31-Mar-12

As LesseeThe Company has entered into operating lease arrangements for office premises. These lease arrangements are non-cancellable for a period ranging from 6 months to 18 months from March 31, 2013 and may be renewed for a further period of 11 months to 7 years based on mutual agreement of the parties.

Rent recognised in Statement of Profit and LossFuture minimum lease payments

not later than one yearlater than one year and not later than five yearslater than five years

The Company has entered into finance lease arrangements for vehicles.

Future minimum lease payments and reconciliation of gross investmentin the lease and present value of minimum lease payments

Future minimum lease paymentsnot later than one yearlater than one year and not later than five yearslater than five years

Less: Unearned finance incomePresent value of minimum lease payments receivable


46,66,759-

47,30,74914,84,250

-62,14,999

17,67,99219,96,204

-37,64,196

--

14,76,84914,95,366

-29,72,215

----

------

-

in `

Receiving of servicesRent Office - Malini ReddyLoans and advancesBinary Spectrum Soft Tech Pvt LtdRavi Kumar DMindriver Information Technologies Pvt Ltd.Kinfotech Private LimitedAcropetal Inc,Vision Info. (net)Balances outstanding at the end of the yearLoans and advances ReceiviablesBinary Spectrum Soft Tech Pvt LtdVision Info. (net)Loans & Advances (Payables)Kinfotech Private LimitedMindriver Information Technologies Pvt Ltd.Acropetal Inc.Ravi Kumar D

---

17,32,109

1,11,90,3169,10,7686,63,621

2,16,02,900

4,75,44,77511,23,62,341

24,52,37049,67,7566,63,621

-32,87,820

-17,32,109

4,33,54,8831,11,90,316

9,10,7686,63,621

2,16,02,900

4,75,44,77511,23,62,341

24,52,37049,67,7566,63,621

4,33,54,883

----

4,33,54,883--------

---

4,33,54,883

-32,87,820

-----------

----

Particulars Subsidiaries KMPRelatives

ofKMP

Total

Earnings Per Share

For the year ended For the year ended31-Mar-13 31-Mar-12

Earnings per sharea. Basic(i) Continuing operationsNet profit / (loss) for the year from continuing operationsLess: Preference dividend and tax thereonNet profit / (loss) for the year from continuing operations attributable to the equity shareholdersWeighted average number of equity sharesPar value per shareEarnings per share from continuing operations - Basic

(ii) Total operationsNet profit / (loss) for the year Less: Preference dividend and tax thereon

Net profit / (loss) for the year attributable to the equity shareholders

Weighted average number of equity sharesPar value per shareEarnings per share - Basic

b. Basic (excluding extraordinary items)(i) Continuing operationsNet profit / (loss) for the year from continuing operations(Add) / Less: Extraordinary items (net of tax) relating to continuing operationsLess: Preference dividend and tax thereon

Net profit / (loss) for the year from continuing operations attributable to the equity shareholders, excluding extraordinary items

Weighted average number of equity sharesPar value per shareEarnings per share from continuing operations, excluding extraordinary items - Basic

(ii) Total operationsNet profit / (loss) for the year (Add) / Less: Extraordinary items (net of tax) Less: Preference dividend and tax thereonNet profit / (loss) for the year attributable to the equity shareholders, excluding extraordinary itemsWeighted average number of equity sharesPar value per shareEarnings per share, excluding extraordinary items - Basic

Particulars

29,03,99,033-

29,03,99,033

3,88,90,35810

7.47

29,03,99,033-

29,03,99,033

3,88,90,35810.007.47

29,03,99,033

-

-

29,03,99,033

3,88,90,35810

7.47

29,03,99,033--

29,03,99,033

3,88,90,35810

7.47

5,13,50,193-

5,13,50,193

3,88,90,35810

1.32

5,13,50,193

5,13,50,193

3,88,90,35810

1.32

5,13,50,193

-

-

5,13,50,193

3,88,90,35810

1.32

5,13,50,193

5,13,50,193

3,88,90,35810

1.32


Deferred tax (liability)/asset

Segment Revenue 2012-13

Particulars As at 31 March, 2013Deferred tax (liability) / asset 63,39,959.81Tax effect of items constituting deferred tax liabilityOn difference between book balance and tax balance of fixed assets (2,99,50,276.73)

(2,99,50,276.73)Tax effect of items constituting deferred tax liability

Tax effect of items constituting deferred tax assetsProvision for compensated absences, gratuity and other employee benefits 28,25,911.81Tax effect of items constituting deferred tax assets 28,25,911.81

Net deferred tax (liability) / asset (2,07,84,405.12)

Business Segment Engineering Design Health Care Total

IncomeExpenditureAllocated General ExpensesSegmental Operating IncomeUnallocable ExpensesOperating IncomeOther IncomeNet Profit Before TaxesIncome TaxesNet Profit After Taxes

Information Technology Services

Geographic Segment United States Middle East Europe Asia TotalIncomeExpenditureAllocated General ExpensesSegmental Operating IncomeUnallocable ExpensesOperating IncomeOther IncomeNet Profit Before TaxesIncome TaxesNet Profit After Taxes

21,55,01,280 1,27,11,59,164 3,40,93,525 1,52,07,53,96910,99,16,058 84,61,38,793 1,70,46,763 97,31,01,6142,58,60,154 29,31,44,026 1,26,04,276 33,16,08,4567,97,25,068 13,18,76,345 44,42,486 21,60,43,899

14,55,39,5137,05,04,3863,61,05,400

10,66,09,7875,52,59,5945,13,50,193

80,42,08,215 43,28,38,427 90,66,401 27,46,40,926 1,52,07,53,96951,67,03,778 26,11,44,290 58,88,627 18,93,64,918 97,31,01,61417,38,96,115 9,44,80,178 19,72,613 6,12,59,551 33,16,08,45611,36,08,322 7,72,13,959 12,05,161 2,40,16,456 21,60,43,899

14,55,39,5137,05,04,3863,61,05,400

10,66,09,7875,52,59,5945,13,50,193


B.24 Notes forming part of the Financial StatementSegment Revenue 2011-12

As the assets of the Company are used interchangeably between the segments as also the liabilities contracted are not ascertainable to any specific segment, reporting of Segmental Assets is not considered feasible.

in `

Business Segment Engineering Design Services

Information Technology Services Health Care Total

IncomeExpenditureAllocated General ExpensesSegmental Operating IncomeUnallocable expensesOperating IncomeOther IncomeNet Profit before taxesIncome TaxesNet Profit After Taxes

IncomeExpenditure

Geographic segment

Allocated ExpensesSegment IncomeUnallocable expensesOperating IncomeOther IncomeNet Profit before TaxesIncome TaxesNet Profit after Taxes

United States Middle East Europe Asia Total

6031,24,75235,85,12,39211,73,15,75812,72,96,601

------

1,20,77,16,84657,47,92,32442,60,60,02420,68,64,498

------

6,40,11,4202,67,40,7621,92,53,1791,80,17,479

------

1,87,48,53,01896,00,45,47856,26,28,96135,21,78,57923,76,51,12211,45,27,45716,19,12,79527,64,40,252-1,39,58,78229,03,99,034

75,14,40,59137,02,84,87922,86,89,81415,24,65,898

------

58,07,52,45630,40,61,09417,37,05,44410,29,85,918

------

17,41,96,8399,65,68,092521,85,824

2,54,42,922------

1,87,48,53,01896,00,45,47856,26,28,96135,21,78,57923,76,51,12211,45,27,45716,19,12,79527,64,40,252-1,39,58,78229,03,99,034

36,84,63,13218,91,31,41310,80,47,8787,12,83,840

------


A.3 Inventories

Inventories are valued at the lower of cost (on FIFO / weighted average basis) and the net realisable value after providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods to the point of sale, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods include appropriate proportion of overheads and, where applicable, excise duty.

A.4 Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

A.5 Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

A.6 Depreciation and amortisation

Depreciation and ammortisation have been provided on straight line value and on written down value respectively at the rates specified in Schedule XIV of Companies Act, 1956.

A.7 Revenue recognition

Sale of goods Sales are recognised, net of returns and trade

discounts, on transfer of significant risks and rewards of ownership to the buyer, which generally coincides with the delivery of goods to customers. Sales include excise duty but exclude sales tax and value added tax.

Income from services "Revenues from contracts priced on a time and

material basis are recognised when services are rendered and related costs are incurred.

Company Information & Significant Accounting Policies

Corporate information

Established in 2001, Acropetal Technologies is a business technology Solutions Company headquartered in India providing on-demand innovative solutions in the verticals of Education, Healthcare, Manufacturing CPG & Retail, Government & Citizen Services, Energy & Environment, and Engineering & Infrastructure. Acropetal Technologies Limited is currently a public traded company on Indian Stock Exchanges. Our mission is to continuously energize innovation excellence by concurrently driving strategic imperatives for mind to market (M2M) and time to market (T2M) mutually inclusively; facilitating transformation and growth for our customer universe. We create value through a delivery of business solutions on-Demand in real time at the rate of use for a fixed price; as a product, process, service and/or platform. We reach out to our consumers globally and have a presence in India, North & South America, Europe, UK and Middle East.

A. Significant accounting policies (Illustrative)

A.1 Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

A.2 Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.


sale are stated at the lower of their net book value and net realisable value and are disclosed separately in the Balance Sheet.

Capital work-in-progress: Projects under which assets are not ready for their

intended use and other capital work-in-progress are carried at cost, comprising direct cost, related incidental expenses and attributable interest.

A.10 Intangible assets

Intangible assets are carried at cost less accumulated amortisation and impairment losses, if any. The cost of an intangible asset comprises its purchase price, including any import duties and other taxes (other than those subsequently recoverable from the taxing authorities), and any directly attributable expenditure on making the asset ready for its intended use and net of any trade discounts and rebates. Subsequent expenditure on an intangible asset after its purchase / completion is recognised as an expense when incurred unless it is probable that such expenditure will enable the asset to generate future economic benefits in excess of its originally assessed standards of performance and such expenditure can be measured and attributed to the asset reliably, in which case such expenditure is added to the cost of the asset.

A.11 Foreign currency transactions and translations

Initial recognition Transactions in foreign currencies entered into by

the Company and its integral foreign operations are accounted at the exchange rates prevailing on the date of the transaction or at rates that closely approximate the rate at the date of the transaction.

Measurement of foreign currency monetary items at the Balance Sheet date

"Foreign currency monetary items (other than derivative contracts) of the Company and its net investment in non-integral foreign operations outstanding at the Balance Sheet date are restated at the year-end rates.In the case of integral operations, assets and liabilities (other than non-monetary items), are translated at the exchange rate prevailing on the Balance Sheet date. Non-monetary items are carried at historical cost. Revenue and expenses are translated at the average exchange rates prevailing during the year. Exchange differences arising out of these translations are charged to the Statement of Profit and Loss."

Treatment of exchange differences

Revenues from turnkey contracts, which are generally time bound fixed price contracts, are recognised over the life of the contract using the proportionate completion method, with contract costs determining the degree of completion. Foreseeable losses on such contracts are recognised when probable.

Revenues from maintenance contracts are recognised pro-rata over the period of the contract."

A.8 Other income

Interest income is accounted on accrual basis. Dividend income is accounted for when the right to receive it is established.

A.9 Tangible fixed assets

"Fixed assets, are carried at cost less accumulated depreciation and impairment losses, if any. The cost of fixed assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use and other incidental expenses incurred up to that date. Exchange differences arising on restatement / settlement of long-term foreign currency borrowings relating to acquisition of depreciable fixed assets are adjusted to the cost of the respective assets and depreciated over the remaining useful life of such assets. Machinery spares which can be used only in connection with an item of fixed asset and whose use is expected to be irregular are capitalised and depreciated over the useful life of the principal item of the relevant assets. Subsequent expenditure relating to fixed assets is capitalised only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance.Fixed assets acquired and put to use for project purpose are capitalised and depreciation thereon is included in the project cost till commissioning of the project."

Fixed assets acquired in full or part exchange for another asset are recorded at the fair market value or the net book value of the asset given up, adjusted for any balancing cash consideration. Fair market value is determined either for the assets acquired or asset given up, whichever is more clearly evident. Fixed assets acquired in exchange for securities of the Company are recorded at the fair market value of the assets or the fair market value of the securities issued, whichever is more clearly evident.

Fixed assets retired from active use and held for


thereof, are treated as capital reserve. Government grants in the form of non-monetary assets, given at a concessional rate, are recorded on the basis of their acquisition cost. In case the non-monetary asset is given free of cost, the grant is recorded at a nominal value.Other government grants and subsidies are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis.

A.13 Investments

Long-term investments (excluding investment properties), are carried individually at cost less provision for diminution, other than temporary, in the value of such investments. Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees and duties. Investment properties are carried individually at cost less accumulated depreciation and impairment, if any. Investment properties are capitalised and depreciated (where applicable) in accordance with the policy stated for Tangible Fixed Assets. Impairment of investment property is determined in accordance with the policy stated for Impairment of Assets."

A.14 Employee benefits

Employee benefits include provident fund, gratuity fund, compensated absences, long service awards and post-employment medical benefits.

Defined contribution plans The Company's contribution to provident fund is

considered as defined contribution plans and are charged as an expense as they fall due based on the amount of contribution required to be made.


For defined benefit plans in the form of gratuity fund and post-employment medical benefits, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by

"Exchange differences arising on settlement / restatement of short-term foreign currency monetary assets and liabilities of the Company and its integral foreign operations are recognised as income or expense in the Statement of Profit and Loss. The exchange differences on restatement / settlement of loans to non-integral foreign operations that are considered as net investment in such operations are accumulated in a "Foreign currency translation reserve" until disposal / recovery of the net investment.The exchange differences arising on restatement / settlement of long-term foreign currency monetary items are capitalised as part of the depreciable fixed assets to which the monetary item relates and depreciated over the remaining useful life of such assets or amortised on settlement / over the maturity period of such items if such items do not relate to acquisition of depreciable fixed assets. The unamortised balance is carried in the Balance Sheet as “Foreign currency monetary item translation difference account” net of the tax effect thereon.

Accounting of forward contracts

Premium / discount on forward exchange contracts, which are not intended for trading or speculation purposes, are amortised over the period of the contracts if such contracts relate to monetary items as at the Balance Sheet date. Refer Notes 2.26 and 2.27 for accounting for forward exchange contracts relating to firm commitments and highly probable forecast transactions.”

A.12 Government grants, subsidies and export incentives

Government grants and subsidies are recognised when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants / subsidy will be received. Government grants whose primary condition is that the Company should purchase, construct or otherwise acquire capital assets are presented by deducting them from the carrying value of the assets. The grant is recognised as income over the life of a depreciable asset by way of a reduced depreciation charge.

Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same.

"Government grants in the nature of promoters' contribution like investment subsidy, where no repayment is ordinarily expected in respect


A.16 Borrowing costs

Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset upto the date of capitalisation of such asset is added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.

A.17 Segment reporting

The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment.

Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors.

Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”.

A.18 Leases

"Where the Company as a lessor leases assets under finance leases, such amounts are recognised as receivables at an amount equal to the net investment in the lease and the finance income is recognised based on a constant rate of

the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the schemes.

Short-term employee benefits "The undiscounted amount of short-term

employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. The cost of such compensated absences is accounted as under :(a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and(b) in case of non-accumulating compensated absences, when the absences occur."

Long-term employee benefits Compensated absences which are not expected

to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date less the fair value of the plan assets out of which the obligations are expected to be settled. Long Service Awards are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date.

A.15 Employee share based payments

The Company has formulated Employee Stock Option Schemes (ESOS) in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Schemes provide for grant of options to employees of the Company and its subsidiaries to acquire equity shares of the Company that vest in a graded manner and that are to be exercised within a specified period. In accordance with the SEBI Guidelines; the excess, if any, of the closing market price on the day prior to the grant of the options under ESOS over the exercise price is amortised on a straight-line basis over the vesting period. [OR] The Company has constituted an Employee Stock Option Plan - XXXX. Employee Stock Options granted on or after 1 April, 2005 are accounted under the ‘Intrinsic Value Method’ stated in the Guidance Note on Employee Share Based Payments issued by the Institute of Chartered Accountants of India.


Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised only if there is virtual certainty that there will be sufficient future taxable income available to realise such assets. Deferred tax assets are recognised for timing differences of other items only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each Balance Sheet date for their realisability. " Current and deferred tax relating to items directly recognised in equity and not in the Statement of Profit and Loss.

A.21 Research and development expenses

Revenue expenditure pertaining to research is charged to the Statement of Profit and Loss. Development costs of products are also charged to the Statement of Profit and Loss unless a product’s technological feasibility has been established, in which case such expenditure is capitalised. The amount capitalised comprises expenditure that can be directly attributed or allocated on a reasonable and consistent basis to creating, producing and making the asset ready for its intended use. Fixed assets utilised for research and development are capitalised and depreciated in accordance with the policies stated for Tangible Fixed Assets and Intangible Assets.

A.22 Joint venture operations

The accounts of the Company reflect its share of the Assets, Liabilities, Income and Expenditure of the Joint Venture Operations which are accounted

return on the outstanding net investment.Assets leased by the Company in its capacity as lessee where substantially all the risks and rewards of ownership vest in the Company are classified as finance leases. Such leases are capitalised at the inception of the lease at the lower of the fair value and the present value of the minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year.Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognised as operating leases. Lease rentals under operating leases are recognised in the Statement of Profit and Loss on a straight-line basis."

A.19 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

A.20 Taxes on income

"Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961


A.25 Provision for warranty

The estimated liability for product warranties is recorded when products are sold. These estimates are established using historical information on the nature, frequency and average cost of warranty claims and management estimates regarding possible future incidence based on corrective actions on product failures. The timing of outflows will vary as and when warranty claim will arise - being typically upto three years.

As per the terms of the contracts, the Company provides post-contract services / warranty support to some of its customers. The Company accounts for the post-contract support / provision for warranty on the basis of the information available with the Management duly taking into account the current and past technical estimates.

A.26 Share issues expenses

Share issue expenses and redemption premium are adjusted against the Securities Premium Account as permissible under Section 78(2) of the Companies Act, 1956, to the extent balance is available for utilisation in the Securities Premium Account. The balance of share issue expenses is carried as an asset and is amortised over a period of 5 years from the date of the issue of shares.

A.27 Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that there is no uncertainty in receiving the claims.

A.28 Service tax input credit

Service tax input credit is accounted for in the books in the period in which the underlying service received is accounted and when there is no uncertainty in availing / utilising the credits.

on the basis of the audited accounts of the Joint Ventures on line-by-line basis with similar items in the Company’s accounts to the extent of the participating interest of the Company as per the Joint Venture Agreements.

A.23 Impairment of assets

The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment. If any indication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, except in case of revalued assets.

A.24 Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.







R J KamathDirector


Capital

Reserves

Total Assets

Total Liabilities

Details of Investment(except in case ofinvestments in the subsidiary)

Turnover

Profit before taxation

Provision for Tax

Profit after taxation

Proposed dividend

Particulars Vision info IncKinfotech Mindriver Acropetal Inc

Disclosure on SubsidiariesDisclosure made inrespect of subsidiary Companies for the year ended 31st March 2013 pursuant to General circularNo. 2/2011 dated 8th February 2011 issued by the Ministry of Corporate Affirs Government of India.




For and on behalf of Board of Directors



R.J.KamathDirector

1,00,00,000

9,53,85,546

83,38,57,176

83,38,57,176

4,000

16,47,12,831

(2,36,85,036)

48,84,127

(1,88,00,908)

-

44,00,000

4,28,13,205

20,00,56,314

20,00,56,314

-

10,85,16,514

1,34,21,095

48,12,336

86,08,759

-

36,42,06,356

(4,17,80,086)

35,97,31,369

35,97,31,369

-

13,14,62,442

6,25,737

5,80,572

45,165

1,64,340

46,11,99,639

1,31,44,46,407

1,31,44,46,407

-

28,90,80,101

31,49,168

-

31,49,168

-


fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the account-ing estimates made by management, as well as evalu-ating the overall presentation of the consolidated finan-cial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the consoli-dated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the consolidated balance sheet, of the state of affairs of the Company as at 31 March 2013;(i) in the case of the consolidated statement of profit and loss account, of the profit for the year ended on that date; and(ii) in the case of the consolidated cash flow statement, of the cash flows for the year ended on that date.

For K.Gopalakrishnan & Co.,Chartered AccountantsFirm Regn. No.:009600SK.GopalakrishnanProprietorM. No. 025421

Place : BangaloreDate : 29.05.2013

AUDITORS’ REPORT

To the Board of Directors on the Consolidated Finan-cial Statements of M/s. Acropetal Technologies Limited and its Subsidaries

We have audited the accompanying consolidated financial statements of M/s. Acropetal Technologies Limited (‘the Company’) and its subsidiaries( Collec-tively Called the Acropetal Group), which comprise the consolidated balance sheet as at 31 March 2013, the consolidated statement of profit and loss and consoli-dated cash flows statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the prepa-ration and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Char-tered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and presentation of the consolidated financial statements that give a true and



NoteNo.

As at 31 March,2012

As at 31 March,2013

A EQUITY AND LIABILITIES1 Shareholders’ funds

(a) Share capital B.1(b) Reserves and surplus B.2

2 Non-current liabilities(a) Long-term borrowings B.3

B.4B.5

(b) Deferred tax liabilities (net)(c) Other long-term liabilities (d) Long-term provisions B.6

3 Current liabilities(a) Short-term borrowings B.7(b) Trade payables B.8(c) Other current liabilities B.9(d) Short-term provisions B.10

TotalB ASSETS

1 Non-current assets(a) Fixed assets

(i) Tangible assets B.11(ii) Intangible assets B.12(iii) Capital work-in-progress(iv) Intangible assets under development(v) Goodwill

(b) Non-current investments B.13(c) Deferred tax assets (net)(d) Long-term loans and advances B.14(e) Other non-current assets B.15

2 Current assets(a) Inventories B.16(b) Trade receivables B.17(c) Cash and cash equivalents B.18(d) Short-term loans and advances B.19(e) Other current assets B.20

Total

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2013

Particulars

See accompanying notes forming part of thefinancial statements







R J KamathDirector

in `

38,89,03,580 38,89,03,5803,05,65,00,794 3,01,25,18,5313,44,54,04,374 3,40,14,22,111

93,23,28,661 1,14,68,28,8284,88,27,012 3,29,19,327

- -193,32,488 1,36,73,476

1,00,04,88,161 1,19,34,21,631

62,62,71,553 46,0195,11678,1792,397 55,00,39,290

59,51,31,141 32,639094416,15,08,661 19,52,20,215

2,16,47,03,752 1,53,18,45,5656,61,0596,287 6,12,66,89,306

46,86,88,473 51,32,87,0261,1898,43,494 70,00,41,896

32,61,27,416--

52,20,60,31164,40,25,116 63,19,58,140

2,62,86,84,499 2,36,73,47,3735,10,04,000 5,10,04,000

59,562 65,2195379,34,46,681 1,36,42,28,328

- 41,28,60884,45,10,243 1,42,58,82,889

-- 24,18,2922,65,58,08,723 195,88,21,489

9,81,48,223 23,38,18,6771697,41,492 10,35,39906

21,37,03,107 3,48,60,6803,13,74,01,545 2,33,34,59,0446,61,0596,287 6,12,66,89,306

in terms of our report attached.


in `

Statement of Consolidated Profit and Loss for the year ended 31 March, 2013

Note No. For the year ended

31 March, 2013 For the year ended

31 March, 2012

Rs RsA CONTINUING OPERATIONS

1 Revenue from operations (gross) B.21Less: Excise dutyRevenue from operations (net)

2 Expenses(a) Cost of materials consumed(b) Purchases of stock-in-trade B.22(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade

B.23

(d) Employee benefits expense B.24(e) Other expenses B.25

Total

3 Earnings before exceptional items, extraordinary items,interest, tax, depreciation and amortisation (EBITDA) (1 - 2)

4 Finance costs B.26

5 Depreciation and amortisation expense B.11

6 Other income B.27

7 Profit / (Loss) before exceptional and extraordinary items

8 Exceptional items B.28

9 Profit / (Loss) before extraordinary items and tax (7 8)+

+ 10)

+ 12)

10 Extraordinary items

11 Profit / (Loss) before tax (9

12 Tax expense:(a) Current tax expense for current year(b) (Less): MAT credit (where applicable)(c) Current tax expense relating to prior years(d) Net current tax expense (e) Deferred tax

13 Profit / (Loss) from continuing operations (11

Add: Minority Interest

Particulars

2,21,45,25,858 3,23,79,13,547- -

2,21,45,25,858 3,23,79,13,547

4,21,74,965 54,90,08,6962,97,41,494 4,22,06,358

1,43,40,34,265 1,42,12,90,68018,11,11,139 36,72,76,769

1,68,70,61,863 2,37,97,82,504

52,74,63,994 85,81,31,043

19,10,77,290 14,29,42,747

27,51,54,278 42,19,76,745

3,98,97,644 19,35,96,149

10,11,30,071 48,68,07,699

10,32,152 10,32,152

10,00,97,919 48,57,75,547

-

-

-

10,00,97,919 48,57,75,547

3,17,88,333 12,13,26,178- -5,27,16,080

16,17,375 -

-

6,86,10,0983,21,23,516 -3,16,50,6806,55,29,224 3,69,59,4183,45,68,695 44,88,16,130

-92,27,263








R J KamathDirector

in `

B DISCONTINUING OPERATIONS

14.i Profit / (Loss) from discontinuing operations (before tax) 4,37,95,958 44,88,16,130

14.ii Gain / (Loss) on disposal of assets / settlement of liabilities attributable to the discontinuing operations

- -

14.iii Add / (Less): Tax expense of discontinuing operations - -

(a) on ordinary activities attributable to the discontinuingoperations

- -

(b) on gain / (loss) on disposal of assets / settlement of liabilities

- -

15 Profit / (Loss) from discontinuing operations (14.i 14.ii 14.iii)+ + 4,37,95,958 44,88,16,130

C TOTAL OPERATIONS

16 Profit / (Loss) for the year (13 + 15) 4,37,95,958 44,88,16,130

Note No. For the year ended 31 March, 2013

For the year ended 31 March, 2012

17.i Earnings per share (of `10/- each): B29

(a) Basic(i) Continuing operations 1.13 11.54(ii) Total operations 1.13 11.54


17.ii Earnings per share (excluding extraordinary items) (of Rs (a) Basic




Particulars

Statement of Consolidated Profit and Loss for the year ended 31 March, 2013








R J KamathDirector

in `

Cash Flow Statement for the year ended 31 March, 2013

A. Cash flow from operating activitiesNet Profit / (Loss) before extraordinary items and taxAdjustments for:

Depreciation and amortisationFinance costsInterest & Dividend IncomeMinority Interest

Operating profit / (loss) before working capital changesChanges in working capital:

Adjustments for (increase) / decrease in operating assets:InventoriesTrade receivablesShort-term loans and advancesLong-term loans and advancesOther current assetsOther non-current assets

Adjustments for increase / (decrease) in operating liabilities:Trade payablesOther current liabilitiesOther long-term liabilitiesShort-term provisionsLong-term provisions

Cash generated from operations

Net cash flow from / (used in) operating activities (A)

CONSOLIDATED CASH FLOW STATEMENT FOR COMPANIES

Particulars 2013 2012

Net income tax (paid) / refunds

B. Cash flow from investing activities

Net cash flow from / (used in) investing activities (B)

Increase in net fixed assetsChange in capital work-in-progressChange in goodwillInterest & dividend income received

C. Cash flow from financing activitiesProceeds from long-term borrowingsProcees from Short-term borrowingsFinance costDividends paidNet cash flow from / (used in) financing activities (C)

Net increase / (decrease) in Cash and cash equivalents (A+B+C)Cash and cash equivalents at the beginning of the yearCash and cash equivalents at the end of the year

Interms of our report attached.See accompanying notes forming part of the financial statements

10,00,97,918 48,57,75,547

27,51,54,278 42,19,76,74619,10,77,290 14,29,42,747

-61,96,300 -2,34,64,315-92,27,263 -

55,09,05,923 1,02,72,30,724

24,18,292 -24,18,292-69,69,87,233 -1,38,85,04,482-6,62,01,586 -2,50,00,90657,07,81,647 -54,13,98,856

-15,64,72,352 -4,13,82,63341,28,608 -41,28,608

23,17,53,106 40,42,19,58227,56,30,652 19,96,44,266

- --3,37,11,554 13,81,19,089

56,59,013 1,36,73,47668,79,04,516 -21,99,46,639-6,55,29,224 -3,69,59,41862,23,75,292 -25,69,06,057

-51,85,44,727 -90,40,03,564

-70,86,06,94619,59,32,895-1,20,66,976

61,96,300

-6,72,14,666-22,82,95,073-63,19,58,140

2,34,64,315

9,81,48,223 23,38,18,677

-21,45,00,16616,60,76,437

-19,10,77,290-

-23,95,01,019

50,13,38,91510,71,73,433

-14,29,42,747-4,66,68,43041,89,01,170

-13,56,70,45423,38,18,677

-74,20,08,45197,58,27,128


in `

in `

B 1a.S

hare

Cap

ital

Parti

cula

rs N

o. o

f sha

res

` N

o. o

f sha

res

`(a

) Aut

horis

edEq

uity

sha

res

of `

10 e

ach

(b) I

ssue

d, S

ubsc

ribed

and

Pai

d up

Equi

ty s

hare

s of

`10

eac

hTo

tal

1b.

Parti

cula

rs O

peni

ng

Bal

ance

F

resh

issu

e B

onus

E

SO

P C

onve

rsio

n B

uy b

ack

Oth

er

chan

ges

(giv

e de

tails

)

Clo

sing

B

alan

ce

Equi

ty s

hare

s w

ith v

otin

g rig

hts

Year

end

ed 3

1 M

arch

, 201

3- N

umbe

r of s

hare

s- A

mou

nt in

Rup

ees

Year

end

ed 3

1 M

arch

, 201

2- N

umbe

r of s

hare

s- A

mou

nt in

Rup

ees

1c.

Num

ber o

f sh

ares

hel

d

% h

oldi

ng in

th

at c

lass

of

shar

es

Num

ber o

f sh

ares

hel

d

% h

oldi

ng in

th

at c

lass

of

shar

es

Equi

ty s

hare

s w

ith v

otin

g rig

hts

Rav

i Kum

ar D

Mal

ini R

eddy

T

Not

es fo

rmin

g pa

rt o

f the

fina

ncia

l sta

tem

ents

As

at 3

1 M

arch

, 201

3 A

s at

31

Mar

ch, 2

012

Rec

onci

liatio

n of

the

num

ber o

f sha

res

and

amou

nt o

utst

andi

ng a

t the

beg

inni

ng a

nd a

t the

end

of t

he re

port

ing

perio

d:

Of t

he a

bove

, 16,

000,

000

(16,

000,

000)

equ

ity s

hare

s of

`10

eac

h, fu

lly p

aid

up h

ave

been

issu

ed a

s bo

nus

shar

es b

y ca

pita

lizat

ion

of th

e re

tain

ed p

rofit

s

Det

ails

of s

hare

s he

ld b

y ea

ch s

hare

hold

er h

oldi

ng m

ore

than

5%

sha

res:

Cla

ss o

f sha

res

/ Nam

e of

sha

reho

lder

A

s at

31

Mar

ch, 2

013

As

at 3

1 M

arch

, 201

2

4,00

,00,

000

40,0

0,00

,000

4,00

,00,

000

40,0

0,00

,000

3,88

,90,

358

38,8

9,03

,580

3,88

,90,

358

38,8

9,03

,580

3,88

,90,

358

38,8

9,03

,580

3,88

,90,

358

38,8

9,03

,580

3,88

,90,

358

-3,

88,9

0,35

838

,89,

03,5

80-

38,8

9,03

,580

3,88

,90,

358

-3,

88,9

0,35

838

,89,

03,5

80-

- - - -

- - - -

- - - -

- - - -

- - - -38

,89,

03,5

80

1,36

,55,

300

35.1

1%1,

36,5

5,30

035

.11%

36,1

2,20

09.

29%

36,1

2,20

09.

29%


in `

As at 31 March, 2013 As at 31 March, 2012

Closing balance

Add: Transferred from surplus in Statement of Profit and Loss

Tax on dividend Transferred to: General reserve

Closing balance

Foreign Exchange Reserves accountOpening BalanceChangesBalance

Less: Dividends proposed to be distributed to equity shareholders @ `1.20 per share.

Total

(c) Surplus / (Deficit) in Statement of Profit and Loss Opening balanceAdd: Profit / (Loss) for the year

Closing balance

Note B.2 Reserves and surplus

Particulars

(b) General reserveOpening balance

Share issue expenses (IPO related)

(a) Securities premium accountOpening balanceAdd : Premium on shares issued during the year

Less : Utilised during the year for:

Note B.3 Long-term borrowings

Secured

Secured

Secured

SecuredUnsecured

Total

(d) Term loans guaranteed by directors

(b) Loans and advances from related parties @ (Refer Note 30.7)

Unsecured

(c) Long-term maturities of finance lease obligations (Refer Note 30.8.c)

Unsecured

(a) Term loans From banks

Unsecured

(a) Provision for employee benefits: (i) Provision for compensated absences(ii) Provision for gratuity (net) (Refer Note 30.4.b)

Total

Note B.6 Long-term provisions

1,58,00,27,044-

1,58,00,27,044

-1,58,00,27,044

9,16,86,9212,90,39,903

12,07,26,824

61,46,49,97544,88,16,129

1,06,34,66,1044,66,68,430

77,51,1592,90,39,903

98,00,06,612

-7,82,718

33,17,58,0513,01,25,18,531

49,50,59,22739,93,76,86989,44,36,096

21,69,54,79621,69,54,796

45,14,384

45,14,384

3,09,23,551

3,09,23,5511,14,68,28,828

63,75,03172,98,445

1,36,73,4761,36,73,476

869,951,486

60,164,839

2,212,335

1,58,00,27,044-

1,58,00,27,044

-1,58,00,27,044

12,07,26,82451,35,019

12,58,61,843

98,00,06,6124,37,95,958

1,02,38,02,570

-51,35,019

1,01,86,67,551

33,17,58,0511,86,305

33,19,44,3563,05,65,00,794

86,99,51,486-

---

6,01,64,839

-22,12,335

-

----

93,23,28,661

45,23,1261,48,09,3621,93,32,4881,93,32,488


in `

As at 31 March, 2013

As at 31 March, 2012Particulars

B.7 Short-term borrowings

SecuredUnsecured

(b) Loans and advances from related parties

SecuredUnsecured

c) Other Loans & AdvancesSecuredUnsecured

Notes:(i) Details of security for the secured short-term borrowings:

Nature of securityLoans repayable on demandfrom banks:AXIS Bank-CCAxis Bank - LC A/cCentral Bank Of IndiaLoan on FDOD limitPacking Credit-SBTUnited Bank Of India

ICICI bank Ltd.Total - from banks

(a) Loans repayable on demandFrom banks

Total

Note B. 8 Trade payables *

Trade payables:AcceptancesOther than Acceptances

Total

Working capital loans are secured by the currents assets of the company with interest rates ranging from 12% to 15% All current & fixed assets of the company All current and fixed assets of the Company including Software package, PACS worth `32.52 Crores

All current and Fixed assets

57,93,41,670 44,33,12,010- 22,166

57,93,41,670 44,33,34,176-

4,69,29,883 33,63,138---

---

- 1,34,97,802

62,62,71,553 46,01,95,116

10,11,87,012 10,12,70,981-

-

-10,05,30,991 -

55,00,00057,01,853 34,45,518

25,26,94,950 25,27,67,4558,88,48,694 4,99,88,279

3,03,78,170 3,03,39,77657,93,41,670 44,33,12,010

28,42,41,611 40,77,68,08149,75,50,786 14,22,71,20978,17,92,397 55,00,39,290


in `Note B 9 Other current liabilities



(a) Current maturities of long-term debt (Refer Note (i) below)(b) Current maturities of finance lease obligations (Refer Note 30.8.c)(c) Interest accrued but not due on borrowings(d) Interest accrued and due on borrowings(e) Income received in advance (Unearned revenue)(j) Other payables

(i) Statutory remittances (Contributions to PF and ESIC, Withholding Taxes, Excise Duty, VAT, Service Tax, etc.) (ii) Payables on purchase of fixed assets(iii) Contractually reimbursable expenses(iv) Interest accrued on trade payables(v) For Expenses(vi) Trade / security deposits received(vii) Advances from customers(viii) Advances from other paries(ix) Others(x) Unclaimed dividend(xi) Others inter company adj

Total

Particulars

Note B.10 Short-term provisions(a) Provision for employee benefits: @

(i) Provision for bonus(ii) Provision for compensated absences(iii) Provision for gratuity (net) (Refer Note 30.4.b)

(b) Provision - Others:(i) Provision for tax (net of advance tax

(ii) Provision for proposed equity dividend (iii) Provision for proposed preference dividend (iv) Provision for tax on proposed dividends(v) Provision - others (For Minority Int)

Total

- -- 22,214- -- 14,75,823- 11,33,40,738- -

12,82,60,224 8,27,95,944

- -- -- -

3,04,49,495 12,97,20,88017,88,037 36,54,320

3,52,46,660 71,62,40033,62,76,131 96,51,6916,26,65,615 -

4,44,980 4,81,320- -2,19,14,386

59,51,31,141 32,63,90,944

- -- -- 59,81,752- 59,81,752- -

10,53,76,920 13,48,18,874

4,66,68,430 4,66,68,4301,56,84,793 -

- 77,51,159-62,21,482 -

16,15,08,662 18,92,38,463-

16,15,08,662 19,52,20,215

A.

Bal

ance

as

at

1 Ap

ril, 2

012

Add

itions

Disp

osal

s

Acq

uisit

ions

th

roug

hbu

sines

s co

mbi

natio

ns

Rec

lass

ified

ashe

ld fo

r sal

e R

eval

uatio

n in

crea

se

Effe

ct o

f for

eign

cu

rrenc

y ex

chan

ge

diffe

renc

es

Bor

rowi

ng c

ost

capi

talis

ed

Oth

erad

just

men

ts

Bal

ance

as

at

31 M

arch

, 201

3

(a) L

and

Free

hold

(b) B

uild

ings

O

wn u

se(c

) Pla

nt a

nd E

quip

men

tCo

mpu

ters

and

Com

pute

rAc

cess

orie

s(d

) Fur

nitu

re a

nd F

ixtu

res

Own

ed(e

) Veh

icles

Own

edTa

ken

unde

r fin

ance

leas

e *

(f) O

ffice

equ

ipm

ent

Offi

ce E

quip

men

ts

Tot

al

Note

B.1

1 Fi

xed

asse

ts

Tang

ible

ass

ets

Gro

ss b

lock

in `

4,10

,92,

235

-4,

10,9

2,23

5 -46

,69,

22,3

86-

46,6

9,22

,386

-

12,4

7,26

,523

20,4

3,69

0-

12,6

7,70

,213

-2,

32,0

7,80

053

,400

2,32

,61,

200

35,6

8,24

543

,167

-36

,11,

412

1,02

,58,

688

-1,

02,5

8,68

8

1,62

,72,

062

-

- - -

-- - - -

1,62

,72,

062

68,6

0,47

,934

21,4

0,25

7-

-

- - - - - - - -

- - - - - - - -

- - - - - - - -

- - - - - - - -

- - - - - - - -

- - - -

68,8

1,88

,191


in `

A

Bala

nce

as a

t 1

April

, 201

2

Dep

recia

tion

/ am

ortis

atio

n ex

pens

efo

r the

year

Elim

inat

edon

di

spos

alof

ass

ets

Elim

inat

ed o

n re

class

ificat

ion

as h

eld fo

r sale

Impa

irmen

tlo

sses

reco

gnise

din

stat

emen

t of

prof

it an

d lo

ss

Rev

ersa

l of

impa

irmen

tlo

sses

re

cogn

ised

in

Stat

emen

t of

Prof

it an

d Lo

ss

Oth

erad

justm

ents

Bala

nce

as a

t 31

Mar

ch, 2

013

Bala

nce

as a

t 31

Mar

ch, 2

013

Bala

nce

as a

t 31

Mar

ch, 2

012

(a) L

and

Free

hold

(b) B

uild

ings

O

wn u

se(c

) Pla

nt a

nd E

quip

men

tO

wned

Com

pute

rs a

nd C

ompu

ter

Acce

ssor

ies(d

) Fur

nitu

re a

nd F

ixtur

esO

wned

Furn

iture

& F

ittin

gs(e

) Veh

icles

Own

edTa

ken

unde

r fin

ance

leas

e *

(f) O

ffice

equ

ipm

ent

Own

edO

ffice

Equ

ipm

ents

Tot

al

Tang

ible

asse

ts A

ccum

ulat

ed d

epre

ciatio

n an

d im

pairm

ent

Net

blo

ck

4,10

,92,

235

4,10

,92,

230

--

--

7,71

,62,

550

1,94

,87,

992

--

--

-9,

66,5

0,54

237

,02,

71,8

4438

,97,

59,8

36-

--

--

--

-

6,87

,24,

248

2,41

,35,

106

-57,

082

--

--

9,29

,16,

436

3,37

,45,

783

5,60

,02,

275

--

--

--

-1,

30,1

4,49

57,

86,2

761,

38,0

0,77

194

,60,

429

1,01

,93,

305

--

--

16,4

4,13

07,

08,9

71-

23,5

3,10

112

,58,

311

19,2

4,11

555

,25,

489

13,7

4,23

168

,99,

720

33,5

8,96

847

,33,

200

--

--

--

--

66,8

9,99

481

,160

67,7

1,15

495

,00,

908

95,8

2,06

8

17,2

7,60

,906

4,65

,73,

736

-57,

082

--

--

21,9

3,91

,724

46,8

6,88

,473

51,3

2,87

,027


in `

B

Balan

ceas

at

1 Ap

ril, 2

012

Addi

tions

Disp

osals

Acqu

isitio

nsth

roug

hbu

sines

sco

mbi

natio

ns

Recla

ssifie

das

held

for s

ale

Effe

ct of

fore

ign

curre

ncy

exch

ange

diffe

renc

es

Borro

wing

cost

capi

talis

ed

Othe

rad

justm

ents

- As

sets

impa

ired

Balan

ceas

at

31 M

arch

, 201

3

(a) G

oodw

ill(b

) Bra

nds /

trad

emar

ks(c

) Com

pute

r sof

twar

e(d

) Pro

duct

deve

lopm

ent c

ost

Tot

al

B

Balan

ceas

at

1 Ap

ril, 2

012

Depr

eciat

ion

/am

ortis

atio

nex

pens

e fo

rth

e ye

ar

Elim

inat

ed o

ndi

spos

al of

asse

ts

Elim

inat

ed o

nre

class

ificat

ion

as h

eldfo

r sale

Impa

irmen

tlo

sses

reco

gnise

d /

(reve

rsed

) in

Stat

emen

t of

Prof

it and

Los

s

Othe

rad

justm

ents

Balan

ceas

at

31 M

arch

, 201

3

Balan

ceas

at

31 M

arch

, 201

3

Balan

ceas

at

31 M

arch

, 201

2

(a) G

oodw

ill(b

) Bra

nds /

trad

emar

ks(c

) Com

pute

r sof

twar

e(d

) Pro

duct

deve

lopm

ent c

ost

Tot

al

Inta

ngib

le as

sets

Gros

s blo

ck

Inta

ngib

le as

sets

Accu

mul

ated

dep

recia

tion

Net

blo

ck

- -

-

1,26

,77,

55,8

3432

,52,

34,5

591,

59,2

9,90

,393

38,1

2,32

,130

38,1

2,32

,130

1,26

,77,

55,8

3470

,64,

66,6

89-

--

--

1,97

,42,

22,5

23

--

--

56,7

7,13

,937

21,9

2,61

,094

78,8

7,17

,440

81,6

1,88

,403

70,0

0,41

,897

75,7

7,03

975

,77,

039

37,3

6,55

,091

-56

,77,

13,9

3722

,68,

38,1

33-

--

-79

,62,

94,4

791,

18,9

8,43

,494

70,0

0,41

,897


in `

Note

B.1

3 No

n-cu

rren

t inv

estm

ents

Quo

ted

Unqu

oted

To

tal

Quo

ted

Unqu

oted

To

tal

(i) o

f ass

ocia

tes

Bina

ry S

pect

rum

Sof

tech

P L

imite

d.[4

080

Equi

ty S

hare

s of

`10

/- ea

ch fu

lly P

aid

valu

ed a

t `12

500/

- eac

h](P

revi

ous

year

: 408

0 Sh

ares

of `

10/-

each

fully

Pai

d va

lued

at `

1250

0/- e

ach)

(ii) o

f joi

nt v

entu

re c

ompa

nies

(iii)

of c

ontro

lled

spec

ial p

urpo

se e

ntiti

es(iv

) of o

ther

ent

ities

(giv

e de

tails

)

(c) I

nves

tmen

t in

debe

ntur

es o

r bon

ds (g

ive

deta

ils s

epar

atel

y fo

r ful

ly /

partl

y pa

id u

p de

bent

ures

/ bo

nds)

(v)

Gov

ernm

ent S

ecur

ities

(d) I

nves

tmen

t in

partn

ersh

ip fi

rms

(Ref

er N

ote

belo

w)

(e) O

ther

non

-cur

rent

inve

stm

ents

(spe

cify

nat

ure)

Tota

l - T

rade

(A)

Parti

cula

rs A

s at

31

Mar

ch, 2

013

As

at 3

1 M

arch

, 201

2

5,10

,00,

000

5,10

,00,

000

5,10

,00,

000

5,10

,00,

000

5,10

,00,

000

5,10

,00,

000

5,10

,00,

000

5,10

,00,

000

4,00

04,

000

4,00

04,

000

-5,

10,0

4,00

05,

10,0

4,00

0-

5,10

,04,

000

5,10

,04,

000


Note B 14 Long-term loans and advances

As at 31 March, 2013 As at 31 March, 2012(a) Capital advances *

Secured, considered goodUnsecured, considered goodDoubtful

Less: Provision for doubtful advances

(b) Security deposits Secured, considered goodUnsecured, considered goodDoubtful


(c) Loans and advances to related parties (Refer Note 30.7)



(d) Loans and advances to employees Secured, considered goodUnsecured, considered goodDoubtful


(e) MAT credit entitlement - Unsecured, considered good( f ) Balances with government authorities (g) Other loans and advances (specify nature)


Less: Provision for other doubtful loans and advances

Less: Inter company transactionsTotal

Total

Total

Total

Total

Particulars

in `

- -

- -- -- -

- -

90,86,032 47,85,713

90,86,032

90,86,032

47,85,713

--

--

- -- 21,26,64,804

21,26,64,804--

20,22,937 44,21,432-

20,22,937 44,21,432

20,22,937 44,21,432-

7,07,66,746 7,07,66,746---

---

- -73,97,53,639 1,09,35,04,021

73,97,53,639 1,09,35,04,021

73,97,53,639 1,09,35,04,021-2,81,82,672 -2,19,14,38679,34,46,681 1,36,42,28,328


in `

Note B.18 Cash and cash equivalents(a) Cash on hand(b) Balances with banks

(i) In current accounts(ii) In EEFC accounts(iii) In deposit accounts(iv) In earmarked accounts

- Unpaid dividend accountsBalances held as margin money or security againstborrowings, guarantees and other commitments

Total

(a) Finished goods (other than those acquired for trading)(b) Stock-in-trade (acquired for trading)

Total

Note B.16 Inventories(At lower of cost and net realisable value)

Note B. 17 Trade receivables

Trade receivables outstanding for a period exceeding six months from the date they were due for payment



Other Trade receivablesSecured, considered goodUnsecured, considered goodDoubtful


Total

As at 31 March, 2013 As at 31 March, 2012(iv) Others (specify nature)

Total

Note B.15 Other non-current assets

1,07,671 92,130- -

1,64,30,263 1,13,41,1652,56,339 11,11,61,087

1,60,70,712 2,57,39,609

7,00,770 7,37,1106,45,82,467 8,47,47,577

9,81,48,223 23,38,18,677

- 24,18,292-

- 24,18,292

- 1,40,25,5071,82,13,41,490 24,83,25,396

- 78,15,4621,82,13,41,490 27,01,66,365

9,23,15,766 78,15,4621,72,90,25,724 26,23,50,903

-92,67,82,999 1,69,64,70,587

-92,67,82,999 1,69,64,70,587

92,67,82,999 1,69,64,70,587

2,65,58,08,723 1,95,88,21,489

- 41,28,608

- 41,28,608


in `Note B.19 Short-term loans and advances

As at 31 March, 2013 As at 31 March, 2012(a) Loans and advances to related parties (give details @) (Refer Note 30.7)

Secured, considered goodUnsecured, considered goodDoubtfulLess: Provision for doubtful loans and advances

(b) Security deposits Secured, considered goodUnsecured, considered goodDoubtful


(c) Loans and advances to employees Secured, considered goodUnsecured, considered goodDoubtful


(d) Prepaid expenses - Unsecured, considered good (For e.g. Insurance premium, Annual maintenance contracts, etc.) (e) Balances with government authorities

Unsecured, considered good(i) CENVAT credit receivable(ii) VAT credit receivable(iii) Service Tax credit receivable(iv)Advance Tax - TDS Credit

(f) Inter-corporate deposits Secured, considered goodUnsecured, considered goodDoubtfulLess: Provision for doubtful inter-corporate deposits

(g) Others Secured, considered goodUnsecured, considered goodDoubtfulLess: Provision for other doubtful loans and advances

Total

Particulars

Note B 21 Revenue from operations(a) Sale of products @ (Refer Note (i) below)(b) Sale of services @ (Refer Note (ii) below)(c) Other operating revenues # (Refer Note (iii) below)

Less: Excise dutyTotal

(i) Traded goods

OthersTotal - Sale of products

(ii) Technical Services OutsourcingTechnical Export Services

Total - Sale of services

Note

Note B. 20 Other current assets(a) Unbilled revenue

Total

- -1,14,22,745 2,96,55,874

-1,14,22,745 2,96,55,874

1,14,22,745 2,96,55,874

- 613,92074,77,020 77,21,024

-74,77,020 83,34,944

-74,77,020 83,34,944

- 5,11,60016,66,122 32,14,897

-16,66,122 37,26,497

-16,66,122 37,26,497

2,89,374 2,89,374

--

10,00,000 10,00,000- 4,47,658

7,16,88,984 5,82,14,270

- -- -- -

7,29,78,358 5,96,61,928

7,29,78,358 5,96,61,928- 18,71,289

7,61,97,247 -- -

7,61,97,247 18,71,289-

7,61,97,247 18,71,28916,97,41,492 10,35,39,906

4,31,73,045 41,03,09,0862,17,13,52,813 2,82,76,04,461

--

2,21,45,25,858 3,23,79,13,547

4,01,49,941 6,46,48,72730,23,104 34,56,60,359

- -4,31,73,045 41,03,09,086

30,06,50,644 56,95,64,0841,87,07,02,169 2,25,80,40,3762,17,13,52,813 2,82,76,04,461

21,37,03,107 3,48,60,68021,37,03,107 3,48,60,680


in `

Note B.24 Employee benefits expense

Salaries and wagesDirector RemunarationContributions to provident and other funds (Refer Note 30.4)Expense on employee stock option (ESOP) schemeOnsite project expensesSubcontractingStaff welfare expenses

Total

Note 22.a Cost of materials consumed

For the year ended31 March, 2012


Opening stockAdd: Purchases

Less: Closing stockCost of material consumed

Material consumed comprises:Raw material 1Other items

Total

Note B.22 Purchase of traded goods

Traded goods Softwares Licenses & updates

Traded goods Hardwares & Perhiperals

Other items

Total

Particulars

Note B 23 Changes in inventories of finished goods, work-in-progress and stock-in-trade

Inventories at the end of the year:Un Billed Revenue

Traded goods Hardwares & Perhiperals

Inventories at the beginning of the year:Un Billed Revenue

Net (increase) / decrease

47,13,11,901 54,43,35,500- 84,37,183

2,40,28,177 1,08,05,353

83,13,16,000- -

79,42,31,12111,88,57,373 1,91,90,8542,56,05,693 72,05,791

1,43,40,34,265 1,42,12,90,680

Nil NilNil Nil

Nil NilNil Nil

Nil NilNil Nil

NIL NIL

34,76,570 47,77,13,952- -

3,86,98,395 6,16,14,904

- 96,79,840- -

4,21,74,965 54,90,08,696

72,20,688 3,51,77,470

- 21,01,50272,20,688 3,72,78,972

3,69,62,182 7,94,85,330

3,69,62,182 7,94,85,330

2,97,41,494 4,22,06,358


in `Note B.25 Other expenses



Consumption of stores and spare partsPower and fuelWaterRent including lease rentals (Refer Note 30.8.d)Repairs and maintenance - BuildingsRepairs and maintenance - MachineryRepairs and maintenance - OthersInsuranceRates and taxesCommunicationTravelling and conveyancePrinting and stationeryService Tax PaidBank ChargesFreight and forwardingSales commissionSales discountListing FeeRegistration Renewals Membership & SubscriptionBusiness promotionBooks & PeriodicalsOther Administration ExpensesLegal and professionalPayments to auditors (Refer Note (i) below)Net loss on foreign currency transactions and sharesLoss on fixed assets sold / scrapped / written offProvision for impairment of fixed assets and intangibles (net)Provision for doubtful trade and other receivables, loans and advances (net)Miscellaneous expenses

Total

Particulars

Note B 26 Finance costs

(a) Interest expense on:(i) Interest expense on term loan(ii) Borrowing costs on WC(iii) Others

- Interest on delayed / deferred payment of income tax- Others (give details)

(b) Other borrowing costs

Total

41,36,138 34,13,6093,05,000 21,856

1,73,55,974 1,73,22,98859,79,866 1,11,82,53712,07,562 26,97,4114,48,237 5,15,327

40,21,724 78,97,3245,32,018 13,60,409

1,06,71,294 43,37,7731,88,53,231 2,52,65,106

35,86,352 68,34,045- 62,41,642- 4,74,958

40,776 4,65,843- 10,75,827- 99,202

1,59,803 -- 15,75,675

1,30,12,691 22,02,98,378- 35,640

65,11,965 1,17,22,95360,66,725 3,04,45,49516,18,100 17,17,640

- 13,70,853

- 2,29,015- -

8,66,03,685 57,12,618- 49,62,646

18,11,11,139 36,72,76,769

8,65,67,588 13,07,81,6986,25,02,323 -

- -- -

4,20,07,379 -- 1,21,61,049

19,10,77,290 14,29,42,747


in `

Note B.27 Other income

Particulars For the year ended 31 March, 2013

For the year ended 31 March, 2012

(a) Interest income (Refer Note (i) below)(b) Dividend income:

from current investmentsothers

(e) Net gain on foreign currency transactions and translation(other than considered as finance cost)

(f) Other non-operating income (net of expenses directlyNote (ii) below)attributable to such income) (Refer Total

Note B 28 Exceptional items

HR Tracker amortization considered as Deferrred revenue expenditure

Total

(ii) Other non-operating income comprises:Prior period items (net) (Refer Note (iii) below)

Miscellaneous income [net of expenses directlyattributable (Year ended31 March, 2012)]

(iii) Details of Prior period items (net)Total - Other non-operating income

Total

(i) Interest income comprises:Interest: from banks on: deposits other balancesInterest on loans and advancesInterest on overdue trace receivablesInterest on income tax refundOther interest

Total - Interest income

7,28,987 2,34,64,315

- -3,37,01,344 16,62,38,782

54,67,314 38,93,052

3,98,97,644 19,35,96,149

10,32,152 10,32,152

10,32,152 10,32,152

38,93,052

38,93,052

-

-

54,67,314

54,67,314

-

-

1,49,817----

5,79,1707,28,987

2,23,22,796--

52,1763,31,2377,58,106

2,34,64,315



a. Bills discounted with SBI Global Factors Ltd. `9,50,00,000 FIU value (Previous Year 4,76,72,313)

b. Outstanding guarantees and counter guarantees `3,45,000 (Previous Year `1,05,00,000)

Employee benefit plans

Defined contribution plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised `1,40,42,000 (Year ended 31 March, 2012 `88,41,108) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.


The Company offers the following employee benefit schemes to its employees:

i. Gratuity: An amount of `78,44,388/- has been recoignised in the Statement of Profit and Loss for the year ended March 31, 2013 towards Gratuity based on Actuarial Valuation. (Net liability is `91,27,610/-)

ii. Compensated absences: An amount of `8,65,465 has been recognised in the Statement of Profit and Loss for the year ended March 31, 2013 towards compensated absences based on Actuarial valuation (Net liability is `45,23,126)

The following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial statements:

Disclosures under Accounting Standards (contd.)

Details of borrowing costs capitalised

B.29 Notes forming part of the Financial Statement

The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

Details of Forex inward & outwards for the FY 2012-13

The company has filed an application for the amalgamation of Mindriver Information Technologies (P) Limited and Kinfotech (P) Limited and the same is pending for the directives from the Honorable High Court of Karnataka. The said company being the holding Company, the consolidated financial results will include the financial results of these two companies also as per the Indian Accounting Standards.On obtaining approval from the Honble Court, the effect of changes due to the amalgamation effective from 1st October 2011 will be disclosed to the Stock Exchanges and the approval of the share holders will be obtained for the same in the next immediate Annual General Meeting of the company. However an application is being made to the honarable High Court of Karnataka, for withdrawing of the Scheme of Amalgamation

Contingent Liabilities

a) Corporate Guarantee in favor of UPS Capital Business Credit main office situated at 425 Dat Halli Road, Windsor, Connecticut, U.S.A. 06095 for loan avalied by Vision Info Inc.

in `

Managerial RemunerationRavi Kumar D 50,88,000

Guarantee amount (USD)Expiry DateCurrent Outstanding (USD)Current Outstanding (INR)Previous year Guarantee amount (USD)Previous year Outstanding (USD)Previous year Outstanding (INR)

43,04,54125-Jan-1535,27,762

19,18,39,69843,04,54143,04,541

22,02,20,318

30,32,47131-Dec-1519,71,249

10,71,96,52130,32,47151,55,368

11,63,63,075

30,68,45125-Feb-14

9,20,5535,00,59,672

30,68,45136,82,154

6,27,93,477

Term Loan 3Term Loan 2Term Loan 1Particulars

Borrowing costs capitalised during the year- Intangible assets under development 1,87,18,978

1,87,18,97829,87,56629,87,566

Particulars For the year ended31-Mar-13

For the year ended31-Mar-12

Discount rateSalary escalationAttrition

Mortality tables

8.25%6.00%5.00%

LIC (94-96) UltimateMortality Table

Actuarial assumptions

in `

in `

in `

Inwards from Export of software servicesOutward For Onsite development exp For Software purchases For Overseas office expansion, travelling and business promotion 68,90,06899,080.64

45,70,03,411

15,14,85,9546,21,22,4431,30,52,351

85,49,915

27,85,69211,42,3772,40,021

USDParticulars EUROINR INR


Details of related parties:

Note: Related parties have been identified by the Management.

Details of related party transactions during the year ended 31 March, 2013 and balances outstanding as at 31 March, 2013:

Details of leasing arrangements

AssociatesKey Management Personnel (KMP)Relatives of KMP

Binary Spectrum Softech Pvt. Ltd.Mr. Ravi Kumar DMrs. Malini Reddy (w/o Mr. Ravi Kumar D)

Description of relationship Names of related parties

in `

Particulars 31-Mar-13 31-Mar-12

46,66,759-

47,30,74914,84,250

-62,14,999

17,67,99219,96,204

-37,64,196

--

14,76,84914,95,366

-29,72,215

As LesseeThe Company has entered into operating lease arrangements for office premises. These lease arrangements are non-cancellable for a period ranging from 6 months to 18 months from March 31, 2013 and may be renewed for a further period of 11 months to 7 years based on mutual agreement of the parties.

Rent recognised in Statement of Profit and LossFuture minimum lease payments


The Company has entered into finance lease arrangements for vehicles.

Future minimum lease payments and reconciliation of gross investmentin the lease and present value of minimum lease payments

Future minimum lease paymentsnot later than one yearlater than one year and not later than five yearslater than five years

Less: Unearned finance incomePresent value of minimum lease payments receivable


Mindriver Informations Technologies Pvt LtdKinfotech Pvt LtdVision Info Inc.Acropetal Inc.Line Beyond Inc.Optech Consulting Inc.

10051

100100

--

10051

100-

10070

Name of the Subsidiaries % of Holding31 March 13 31 March 12

in `

Receiving of servicesRent Office - Malini ReddyLoans and advancesBinary Spectrum Soft Tech Pvt LtdBalance outstanding at the end of the yearLoans and advances receivablesBinary Spectrum Soft Tech Pvt Ltd

---

17,32,109

4,75,44,775

-32,87,820

-17,32,109

4,75,44,775

----

-

-32,87,820

--

-

Particulars Subsidiaries KMPRelatives

ofKMP

Total

Earnings Per Share

For the year ended For the year ended31-Mar-13 31-Mar-12

Earnings per sharea. Basic(i) Continuing operationsNet profit / (loss) for the year from continuing operations 4,37,95,958 44,88,16,130Less: Preference dividend and tax thereon --Net profit / (loss) for the year from continuing operations attributable to the equity shareholders

4,37,95,958 44,88,16,130

Weighted average number of equity shares 3,88,90,358 3,88,90,358Par value per share 10 10Earnings per share from continuing operations - Basic 1.13 11.54

(ii) Total operationsNet profit / (loss) for the year 4,37,95,958 44,88,16,130Less: Preference dividend and tax thereon -

Net profit / (loss) for the year attributable to the equity shareholders 4,37,95,958 44,88,16,130

Weighted average number of equity shares 3,88,90,358 3,88,90,358Par value per share 10 10Earnings per share - Basic 1.13 11.54

b. Basic (excluding extraordinary items)(i) Continuing operationsNet profit / (loss) for the year from continuing operations 4,37,95,958 44,88,16,130(Add) / Less: Extraordinary items (net of tax) relating to continuing operations

- -

Less: Preference dividend and tax thereon - -

Net profit / (loss) for the year from continuing operations attributable to the equity shareholders, excluding extraordinary items

4,37,95,958 44,88,16,130

Weighted average number of equity shares 3,88,90,358 3,88,90,358Par value per share 10 10Earnings per share from continuing operations, excluding extraordinary items - Basic

1.13 11.54

(ii) Total operationsNet profit / (loss) for the year 4,37,95,958 44,88,16,130(Add) / Less: Extraordinary items (net of tax) -Less: Preference dividend and tax thereon -

--

Net profit / (loss) for the year attributable to the equity shareholders, excluding extraordinary items

4,37,95,958 44,88,16,130

Weighted average number of equity shares 3,88,90,358 3,88,90,358Par value per share 10 10Earnings per share, excluding extraordinary items - Basic 1.13 11.54

Particulars

in `


Deferred tax (liability)/asset

Segment Revenue 2012-13

Particulars As at 31 March, 2013Deferred tax (liability) / asset (2,63,97,374)Tax effect of items constituting deferred tax liabilityOn difference between book balance and tax balance of fixed assets

(2,52,55,550)Tax effect of items constituting deferred tax liability

Tax effect of items constituting deferred tax assetsProvision for compensated absences, gratuity and other employee benefits 28,85,474Tax effect of items constituting deferred tax assets

Net deferred tax (liability) / asset (4,87,67,450)

Business Segment Engineering Design Health Care Total

Income 35,86,26,421 1,65,46,06,887 2,01,22,550 2,21,45,25,858Expenditure 21,43,59,891 1,08,38,76,382 1,35,77,992 1,43,40,34,265Allocated General Expenses 5,52,63,792 34,64,38,333 42,42,763 44,41,04,888Segmental Operating Income 8,90,02,738 22,42,92,172 23,05,795 33,63,86,705Unallocable Expenses 27,61,86,430Operating Income 6,12,32,427Other Income 3,98,97,644Net Profit Before Taxes 10,00,97,919Income Taxes 6,55,29,224Net Profit After Taxes 3,45,68,695

Information Technology Services

Geographic Segment United States Middle East Europe Asia TotalIncome 1,18,95,98,500 60,66,28,285 5,78,38,162 36,04,60,911 2,21,45,25,858Expenditure 77,98,86,861 36,70,43,720 3,80,65,887 24,90,37,798 1,43,40,34,265Allocated General Expenses 19,29,77,843 15,58,62,756 1,48,23,972 8,04,40,318 44,41,04,888Segmental Operating Income 21,67,33,796 8,37,21,810 49,48,304 3,09,82,795 33,63,86,705Unallocable Expenses 27,61,86,430Operating Income 6,12,32,427Other Income 3,98,37,644Net Profit Before Taxes 10,00,97,919Income Taxes 6,55,29,224Net Profit After Taxes 3,45,68,695

in `


B.24 Notes forming part of the Financial StatementSegment Revenue 2011-12

As the assets of the Company are used interchangeably between the segments as also the liabilities contracted are not ascertainable to any specific segment, reporting of Segmental Assets is not considered feasible.

Business Segment Engineering Design Services

Information Technology Services Health Care Total

Income 60,31,24,752 2,57,07,76,846 6,40,11,949 3,23,79,13,547Expenditure 29,63,03,128 1,07,91,18,694 2,66,78,004 1,40,20,99,826Allocated General Expenses 23,70,01,708 87,30,42,875 1,05,8,841 1,12,06,25,424Segmental Operating Income 6,98,19,916 61,86,15,276 2,67,83,104 71,51,88,296Unallocable expenses -

- - - 42,30,08,897

Operating Income - - - 29,21,79,399Other Income - - - 19,35,96,149Net Profit before taxes - - - 48,57,75,548Income Taxes - - - 3,69,59,418Net Profit After Taxes - - - 44,88,16,130

Geographic segment United States Middle East Europe Asia TotalIncome 1,19,52,44,591 76,99,69,456 17,41,96,839 1,09,86,02,660 3,23,79,13,547Expenditure 53,07,22,26 32,49,84,728 7,70,98,419 46,92,94,383 1,40,20,99,826Allocated Expenses 41,90,00,806 25,33,61,573 6,05,16,862 38,77,46,182 1,12,06,25,424Segment Income 24,55,21,489 19,16,23,154 8,66,81,557 24,14,62,095 71,51,88,296Unallocable expenses - - - 42,30,08,897Operating Income - - - 29,21,79,399Other Income - - - 19,35,96,149Net Profit before Taxes - - - 48,57,75,548Income Taxes - - - 3,69,59,418Net Profit after Taxes - - -

------ 44,88,16,130

in `

in `


A.3 Inventories

Inventories are valued at the lower of cost (on FIFO / weighted average basis) and the net realisable value after providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods to the point of sale, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods include appropriate proportion of overheads and, where applicable, excise duty.

A.4 Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

A.5 Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

A.6 Depreciation and amortisation

Depreciation and ammortisation have been provided on straight line value and on written down value respectively at the rates specified in Schedule XIV of Companies Act, 1956.

A.7 Revenue recognition

Sale of goods Sales are recognised, net of returns and trade

discounts, on transfer of significant risks and rewards of ownership to the buyer, which generally coincides with the delivery of goods to customers. Sales include excise duty but exclude sales tax and value added tax.

Income from services "Revenues from contracts priced on a time and

material basis are recognised when services are rendered and related costs are incurred.

Company Information & Significant Accounting Policies

Corporate information

Established in 2001, Acropetal Technologies is a business technology Solutions Company headquartered in India providing on-demand innovative solutions in the verticals of Education, Healthcare, Manufacturing CPG & Retail, Government & Citizen Services, Energy & Environment, and Engineering & Infrastructure. Acropetal Technologies Limited is currently a public traded company on Indian Stock Exchanges. Our mission is to continuously energize innovation excellence by concurrently driving strategic imperatives for mind to market (M2M) and time to market (T2M) mutually inclusively; facilitating transformation and growth for our customer universe. We create value through a delivery of business solutions on-Demand in real time at the rate of use for a fixed price; as a product, process, service and/or platform. We reach out to our consumers globally and have a presence in India, North & South America, Europe, UK and Middle East.

A. Significant accounting policies (Illustrative)

A.1 Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

A.2 Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.


sale are stated at the lower of their net book value and net realisable value and are disclosed separately in the Balance Sheet.

Capital work-in-progress: Projects under which assets are not ready for their

intended use and other capital work-in-progress are carried at cost, comprising direct cost, related incidental expenses and attributable interest.

A.10 Intangible assets

Intangible assets are carried at cost less accumulated amortisation and impairment losses, if any. The cost of an intangible asset comprises its purchase price, including any import duties and other taxes (other than those subsequently recoverable from the taxing authorities), and any directly attributable expenditure on making the asset ready for its intended use and net of any trade discounts and rebates. Subsequent expenditure on an intangible asset after its purchase / completion is recognised as an expense when incurred unless it is probable that such expenditure will enable the asset to generate future economic benefits in excess of its originally assessed standards of performance and such expenditure can be measured and attributed to the asset reliably, in which case such expenditure is added to the cost of the asset.

A.11 Foreign currency transactions and translations

Initial recognition Transactions in foreign currencies entered into by

the Company and its integral foreign operations are accounted at the exchange rates prevailing on the date of the transaction or at rates that closely approximate the rate at the date of the transaction.

Measurement of foreign currency monetary items at the Balance Sheet date

"Foreign currency monetary items (other than derivative contracts) of the Company and its net investment in non-integral foreign operations outstanding at the Balance Sheet date are restated at the year-end rates.In the case of integral operations, assets and liabilities (other than non-monetary items), are translated at the exchange rate prevailing on the Balance Sheet date. Non-monetary items are carried at historical cost. Revenue and expenses are translated at the average exchange rates prevailing during the year. Exchange differences arising out of these translations are charged to the Statement of Profit and Loss."

Treatment of exchange differences

Revenues from turnkey contracts, which are generally time bound fixed price contracts, are recognised over the life of the contract using the proportionate completion method, with contract costs determining the degree of completion. Foreseeable losses on such contracts are recognised when probable.

Revenues from maintenance contracts are recognised pro-rata over the period of the contract."

A.8 Other income

Interest income is accounted on accrual basis. Dividend income is accounted for when the right to receive it is established.

A.9 Tangible fixed assets

"Fixed assets, are carried at cost less accumulated depreciation and impairment losses, if any. The cost of fixed assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use and other incidental expenses incurred up to that date. Exchange differences arising on restatement / settlement of long-term foreign currency borrowings relating to acquisition of depreciable fixed assets are adjusted to the cost of the respective assets and depreciated over the remaining useful life of such assets. Machinery spares which can be used only in connection with an item of fixed asset and whose use is expected to be irregular are capitalised and depreciated over the useful life of the principal item of the relevant assets. Subsequent expenditure relating to fixed assets is capitalised only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance.Fixed assets acquired and put to use for project purpose are capitalised and depreciation thereon is included in the project cost till commissioning of the project."

Fixed assets acquired in full or part exchange for another asset are recorded at the fair market value or the net book value of the asset given up, adjusted for any balancing cash consideration. Fair market value is determined either for the assets acquired or asset given up, whichever is more clearly evident. Fixed assets acquired in exchange for securities of the Company are recorded at the fair market value of the assets or the fair market value of the securities issued, whichever is more clearly evident.

Fixed assets retired from active use and held for


thereof, are treated as capital reserve. Government grants in the form of non-monetary assets, given at a concessional rate, are recorded on the basis of their acquisition cost. In case the non-monetary asset is given free of cost, the grant is recorded at a nominal value.Other government grants and subsidies are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis.

A.13 Investments

Long-term investments (excluding investment properties), are carried individually at cost less provision for diminution, other than temporary, in the value of such investments. Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees and duties. Investment properties are carried individually at cost less accumulated depreciation and impairment, if any. Investment properties are capitalised and depreciated (where applicable) in accordance with the policy stated for Tangible Fixed Assets. Impairment of investment property is determined in accordance with the policy stated for Impairment of Assets."

A.14 Employee benefits

Employee benefits include provident fund, gratuity fund, compensated absences, long service awards and post-employment medical benefits.

Defined contribution plans The Company's contribution to provident fund is

considered as defined contribution plans and are charged as an expense as they fall due based on the amount of contribution required to be made.


For defined benefit plans in the form of gratuity fund and post-employment medical benefits, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by

"Exchange differences arising on settlement / restatement of short-term foreign currency monetary assets and liabilities of the Company and its integral foreign operations are recognised as income or expense in the Statement of Profit and Loss. The exchange differences on restatement / settlement of loans to non-integral foreign operations that are considered as net investment in such operations are accumulated in a "Foreign currency translation reserve" until disposal / recovery of the net investment.The exchange differences arising on restatement / settlement of long-term foreign currency monetary items are capitalised as part of the depreciable fixed assets to which the monetary item relates and depreciated over the remaining useful life of such assets or amortised on settlement / over the maturity period of such items if such items do not relate to acquisition of depreciable fixed assets. The unamortised balance is carried in the Balance Sheet as “Foreign currency monetary item translation difference account” net of the tax effect thereon.

Accounting of forward contracts

Premium / discount on forward exchange contracts, which are not intended for trading or speculation purposes, are amortised over the period of the contracts if such contracts relate to monetary items as at the Balance Sheet date. Refer Notes 2.26 and 2.27 for accounting for forward exchange contracts relating to firm commitments and highly probable forecast transactions.”

A.12 Government grants, subsidies and export incentives

Government grants and subsidies are recognised when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants / subsidy will be received. Government grants whose primary condition is that the Company should purchase, construct or otherwise acquire capital assets are presented by deducting them from the carrying value of the assets. The grant is recognised as income over the life of a depreciable asset by way of a reduced depreciation charge.

Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same.

"Government grants in the nature of promoters' contribution like investment subsidy, where no repayment is ordinarily expected in respect


A.16 Borrowing costs

Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset upto the date of capitalisation of such asset is added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.

A.17 Segment reporting

The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment.

Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors.

Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”.

A.18 Leases

"Where the Company as a lessor leases assets under finance leases, such amounts are recognised as receivables at an amount equal to the net investment in the lease and the finance income is recognised based on a constant rate of

the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the schemes.

Short-term employee benefits "The undiscounted amount of short-term

employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. The cost of such compensated absences is accounted as under :(a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and(b) in case of non-accumulating compensated absences, when the absences occur."

Long-term employee benefits Compensated absences which are not expected

to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date less the fair value of the plan assets out of which the obligations are expected to be settled. Long Service Awards are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date.

A.15 Employee share based payments

The Company has formulated Employee Stock Option Schemes (ESOS) in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Schemes provide for grant of options to employees of the Company and its subsidiaries to acquire equity shares of the Company that vest in a graded manner and that are to be exercised within a specified period. In accordance with the SEBI Guidelines; the excess, if any, of the closing market price on the day prior to the grant of the options under ESOS over the exercise price is amortised on a straight-line basis over the vesting period. [OR] The Company has constituted an Employee Stock Option Plan - XXXX. Employee Stock Options granted on or after 1 April, 2005 are accounted under the ‘Intrinsic Value Method’ stated in the Guidance Note on Employee Share Based Payments issued by the Institute of Chartered Accountants of India.


Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised only if there is virtual certainty that there will be sufficient future taxable income available to realise such assets. Deferred tax assets are recognised for timing differences of other items only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each Balance Sheet date for their realisability. " Current and deferred tax relating to items directly recognised in equity and not in the Statement of Profit and Loss.

A.21 Research and development expenses

Revenue expenditure pertaining to research is charged to the Statement of Profit and Loss. Development costs of products are also charged to the Statement of Profit and Loss unless a product’s technological feasibility has been established, in which case such expenditure is capitalised. The amount capitalised comprises expenditure that can be directly attributed or allocated on a reasonable and consistent basis to creating, producing and making the asset ready for its intended use. Fixed assets utilised for research and development are capitalised and depreciated in accordance with the policies stated for Tangible Fixed Assets and Intangible Assets.

A.22 Joint venture operations

The accounts of the Company reflect its share of the Assets, Liabilities, Income and Expenditure of the Joint Venture Operations which are accounted

return on the outstanding net investment.Assets leased by the Company in its capacity as lessee where substantially all the risks and rewards of ownership vest in the Company are classified as finance leases. Such leases are capitalised at the inception of the lease at the lower of the fair value and the present value of the minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year.Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognised as operating leases. Lease rentals under operating leases are recognised in the Statement of Profit and Loss on a straight-line basis."

A.19 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

A.20 Taxes on income

"Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961


A.25 Provision for warranty

The estimated liability for product warranties is recorded when products are sold. These estimates are established using historical information on the nature, frequency and average cost of warranty claims and management estimates regarding possible future incidence based on corrective actions on product failures. The timing of outflows will vary as and when warranty claim will arise - being typically upto three years.

As per the terms of the contracts, the Company provides post-contract services / warranty support to some of its customers. The Company accounts for the post-contract support / provision for warranty on the basis of the information available with the Management duly taking into account the current and past technical estimates.

A.26 Share issues expenses

Share issue expenses and redemption premium are adjusted against the Securities Premium Account as permissible under Section 78(2) of the Companies Act, 1956, to the extent balance is available for utilisation in the Securities Premium Account. The balance of share issue expenses is carried as an asset and is amortised over a period of 5 years from the date of the issue of shares.

A.27 Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that there is no uncertainty in receiving the claims.

A.28 Service tax input credit

Service tax input credit is accounted for in the books in the period in which the underlying service received is accounted and when there is no uncertainty in availing / utilising the credits.

on the basis of the audited accounts of the Joint Ventures on line-by-line basis with similar items in the Company’s accounts to the extent of the participating interest of the Company as per the Joint Venture Agreements.

A.23 Impairment of assets

The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment. If any indication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, except in case of revalued assets.

A.24 Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.







R J KamathDirector


Notes:


ACROPETAL TECHNOLOGIES LIMITEDRegistered Office: # 74/75,3rd Cross, 1st Main, N S Palya, Bannerghatta Road, Bangalore- 560076

ATTENDANCE SLIP(PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE

MEETING HALL)

Name of the attending Shareholder / Proxy._____________________________________________________(in block letters)

Folio No………………...…….........DP ID No.……………….......……..Client ID No.………....................... No. of Shares held.............................

Folio No………………...…….........DP ID No.……………….......……..Client ID No.………....................... No. of Shares held............................

I hereby record my presence at the TWELFTH ANNUAL GENERAL MEETING of the Company, being held on Thursday, the 26th December, 2013 at 10.00 a.m. at KutchiBhavan, #44B, 1st

Main Road, J.P.Nagar 3rd Phase,

Opposite, Mini Forest, (Near Shoppers’s Stop, Bannerghatta Road), Banagalore - 560 078.

SIGNATURE OF SHAREHOLDER / PROXY___________________________________________________

NOTE: 1. Shareholder / Proxy is requested to bring the Attendance Slip with him/her when they come to the meeting.2 No separate attendance slip will be issued at the time of meeting.___________________________________________________________________________________

ACROPETAL TECHNOLOGIES LIMITEDRegistered Office: #74/75,3rd Cross, 1st Main, N S Palya, Bannerghatta Road, Bangalore - 560076.

PROXY FORM

I/We......................................................................................................................................................................of..........................................................in the district of.............................................................................being aMember/Members of Acropetal Technologies Limited hereby appoint……………………………….....…………of....................................................................................in the district of...............................................................orfailng him/her....................................of.......................in the district of...............................................................or.........................................................of........................in the district of..................................................................as my/our Proxy to attend and vote for me/us and on my/our behalf at the Twelfth Annual General Meeting ofthe Company, to be held on Thursday the 26th December, 2013 at 10.00 a.m. and at any adjournment thereof.

Dated this................................day of........................2013Affix

RevenueStamp

Signature

Notes:1. The Proxy Form should be signed across the Revenue Stamp as per specimen signature(s) registered

with the Company.2. The Proxy Form must be deposited at the Registered Office of the Company not less than 48 hours

before the time fixed for holding the Meeting. The Proxy need not be a member.

For office use only Proxy No. Date of Receipt

87

Safe Harbour

Certain statements made in this Annual Report describing the Company’s objectives, projections, estimates, expectations or predictions may be “Forward-Looking statements” within the meaning of applicable Securities laws and regulations. There are a number of risks, uncertainties and other factors that could cause actual results to be materially different from the management’s current expectations and forecasts. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand, change in Government regulations, tax regimes, supply and price conditions in the domestic and overseas markets in which the Company conducts business and other incidental factors. The Company undertakes no obligation to update the forward-looking statements to reflect subsequent events or circumstances. All company names, brand names, trademarks, and logos used in this document are the

properties of their respective owners.

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Acropetal Technologies Lim

itedR

egd Office:

#74/75, 3rd Cross 1st M

ain,N

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