erp soft - bombay stock exchange€¦ · company at a21 anna nagar, chennai-600102 to transact the...

ERP SOFT

SYSTEMS LIMITED

20th

ANNUAL REPORT

2013-2014

ERP SOFT SYSTEMS LIMITED

CONTENTS

1. Corporate Information

2. Notice of Annual General Meeting

3. Directors’ Report

4. Management’s Discussion and Analysis

5. Report on Corporate Governance

6. Certificate on Corporate Governance

7. Auditor’s Report

8. Annexure to Auditor’s Report

9. Balance Sheet

10. Statement of Profit and Loss

11. Cash Flow Statement

12. Notes to Accounts

13. Significant Accounting Policies

14. Balance Sheet Abstract

15. Proxy Form & Attendance Slip

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CORPORATE INFORMATION

Board of Directors:

1. Ms. K. Parvathi Reddy -- Managing Director (DIN: 00827258)2. Mr. P.V. Srinivasa Rao -- Director (DIN: 02280725)3. Ms. R. Kamala Mohan -- Director (DIN: 02596829)4. Mr. K. Radhakrishna Reddy -- Director (DIN: 02634480)5. Mrs. D. Sarojanamma -- Director (DIN: 05208974)

Company SecretaryP Shivaleela Reddy -- Company Secretary

Chief financial officer:Mr. K. Radhakrishna Reddy -- Chief financial officer

Registered office:ERP Soft Systems LimitedA-21, Anna NagarChennai 600 102, IndiaPh: 044 26269578. [email protected]

USA:Liberty Com LLC303 West Capitol, Suite 325Little Rock, Arkansas72201, [email protected] 501-960-3302 Fax 206.309.0952

Auditors:M/s. Vijayaraghavan and Associates

Internal Audit:M/s Ashok Golechha & Co.

Audit Committee:1) Mr. P.V. Srinivasa Rao2) Ms. R. Kamala Mohan3) Mr. K. Radhakrishna Reddy

Nomination & Remuneration Committee:1) Mr. P.V. Srinivasa Rao2) Ms. R. Kamala Mohan3) Mr. K. Radhakrishna Reddy

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Stakeholders Relationship Committee:1) 1) Mr. P.V. Srinivasa Rao2) Ms. R. Kamala Mohan3) Mr. K. Radhakrishna Reddy

Bankers:ICICI Bank Limited

T.Nagar Branch Bazullah Road Chennai – 600 017.

Listing:1) BSE Limited 2) Madras stock exchange

Registrar & Share Transfer Agents:

Cameo Corporate Services Limited SubramanianBuilding, First Floor 1, Club House Road, Chennai.

CIN:L67120TN1994PLC029563

Website:www.erpsoft.com

Investor mail-id:[email protected]

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NOTICE

NOTICE is hereby given that the 20th Annual General Meeting of the Shareholders of M/s ERP SOFT SYSTEMS LIMITED will be held on Tuesday, the 30th day of September, 2014 at 10.00 a.m. at the registered office of the Company at A21 Anna Nagar, Chennai-600102 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Standalone and Consolidated Audited Balance Sheet as at March 31st, 2014, the Statement of Profit & Loss and Cash Flow Statement for the year ended on that date together with the Annexure and Notes attached thereto, along with the Reports of Auditors and Directors thereon.

.2. To appoint a director in place of Mrs. D. Sarojanamma who retires by

rotation and being eligible, offers herself for re-appointment.

3. To appoint M/s. Vijayaraghavan and Associate, Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company at remuneration as may be fixed by the Board.

SPECIAL BUSINESS:

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed there under read with Schedule IV to the Act, as amended from time to time, Ms. R. Kamala Mohan (DIN - 02596829), a non-executive independent director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, with effect from 01.04.2014 up to 31.03.2019.”

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”)

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and the Rules framed there under read with Schedule IV to the Act, as amended from time to time, Mr. P.V. Srinivasa Rao (DIN - 02280725), a non-executive independent director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, with effect from 01.04.2014 up to 31.03.2019.”

6. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

Amendment of Articles of Association of the Company

“RESOLVED THAT pursuant to Section 14 of the Companies Act, 2013, the Articles of Association of the Company be and is hereby altered in the following manner:

a) In definition clause of Article 2 the following definition be inserted:

2(k) ‘Electronic mode’ means carrying out electronically-based, transactions whether main server is installed in India or not, including, but not limited to:

i. business to business and business-to-consumer transactions, data interchange and other digital supply transactions;

ii. offering to accept deposits or inviting deposits or accepting deposits or subscriptions in securities, in India or from citizens of India;

iii. financial statements, web-based marketing, advisory and transactional services, database services and products, supply chain management;

iv. online services such as telemarketing, telecommuting, education and information research; and all related data communication services;

v. facsimile telecommunication when directed to the facsimile number or electronic mail directed to electronic mail addresses, using any electronic communication mechanism that the message so sent, received or forwarded is storable and retrievable;

vi. posting of an electronic message board or network that the company or the officer has designated for such communications, and which transmission shall be validly delivered upon the posting; or

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vii. other means of electronic communication, in respect of which the Company or the officer has put in place reasonable systems to verify that the sender is the person purporting to send the transmission; and

viii. video conferencing, audio-visual mode, net conferencing and/or any other electronic communication facility.

c) A new Article 9(g) is being inserted under Article 9(f) which is as under:

“9(g) Voting by members through electronic mode

A member may exercise his vote at a General Meeting or Postal Ballot by electronic mode in accordance with Section 108 of the Companies Act, 2013 and rules made thereunder and shall be eligible to vote only once for a single resolution.”

d) A new article 11(d) is being inserted after Article 11(c) which is as under:

“11(d). Participation in Meeting of the Board by Directors through electronic mode

Notwithstanding anything contained herein, the director(s) may participate in the meeting(s) of the Board or any committee thereof through electronic mode by video conferencing or other audio visual modes as may be prescribed, and the Director(s) so participating shall be deemed to be present at the meeting for the purposes of quorum, voting, recording of minutes and all other relevant provisions in this regard by following procedure specified under applicable laws for the time being in force and rules, regulations, circulars, notifications, guidelines etc. issued/to be issued from time to time by competent/statutory authority(ies).”

e) A new article 18A is being inserted after Article 18 which is as under:

“18A. Service of documents through electronic mode

Notwithstanding anything contained in these Articles and as per Sections 20 & 134 of the Companies Act, 2013 read with rules made thereunder, a Company may serve copies of the Balance sheet, Statement of Profit and loss, Auditors’ Report, Directors’ Report, Notice of the General Meeting along with explanatory statements etc. and any other documents to the members through electronic mode, by following conditions laid down under the relevant Rules.”

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b) A new Article 22 is being inserted after Article 21 which is as under:

“22. Maintenance of registers and records in electronic mode

Notwithstanding anything contained in these Articles, Registers, Index, Agreement, Memorandum, Minutes, Books of Accounts or any other documents required to be kept by the Company under the Companies Act, 2013 may be kept in electronic form in such form and manner as may be prescribed under Section 120 of the Companies Act, 2013 and rules made thereunder.”

f) A new Article 23 is being inserted after the new Article 22 which is as under:

23. “General Clause – Overriding effect of Companies Act, 2013”

The intention of these Articles is to be in consonance with the contemporary Act, Rules and Regulations prevailing in India. If there is an amendment in any Act, Rules and Regulations allowing what was not previously allowed under the Statute, the Articles herein shall be deemed to have been amended to the extent that Articles will not be capable of restricting what has been allowed by the Act by virtue of an amendment subsequent to registration of the Articles. In case of any of the provisions contained in these Articles is inconsistent or contrary to the provisions of the Companies Act, 2013 and rules made thereunder, the provisions of Companies Act, 2013 and rules made thereunder shall override the provisions of these existing Articles and these Articles shall be deemed to have been amended to include such provisions of the Companies Act, 2013. All references to sections of Companies Act, 1956 shall be deemed to include the corresponding sections/provisions of the Companies Act, 2013 if any.”

For and on Behalf of the BoardERP Soft Systems Limited

Place: ChennaiDate: 13.08.2014

Sd/-K. ParvathiManaging Director(DIN: 00827258)

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF

HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF

THE COMPANY. The instrument of Proxy in order to be effective shall

be deposited at the Corporate Office of the Company by not less than

48 hours before the commencement of the Meeting.

2. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the Special Business to be transacted at the Annual General Meeting as set out in the Notice is annexed hereto.

3. The Register of Members and Share Transfer Books of the Company will remain closed from 27.09.2014 to 30.09.2014 (Both days inclusive).

4. Members holding shares in the electronic form are requested to

inform any changes in address/bank mandate directly to their

respective Depository Participants.

5. Members are requested to hand over the enclosed Attendance Slip,

duly signed in accordance with their specimen signature(s)

registered with the Company for admission to the meeting hall.

Members who hold shares in dematerialised form are requested to

bring their Client ID and DP ID Numbers for identification.

6. Corporate Members are requested to send to the Company's

Registrar & Transfer Agent, a duly certified copy of the Board

Resolution authorizing their representative to attend and vote at the

Annual General Meeting.

7. The Securities and Exchange Board of India (SEBI) has mandated

the submission of 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 they are maintaining their demat

9


accounts. Members holding shares in physical form can submit

their PAN details to the Company.

8. As a measure of austerity, copies of the annual report will not be

distributed at the Annual General Meeting. Members are therefore,

requested to bring their copies of the Annual Report to the

Meeting.

9. Members holding shares in the same name under different ledger folios are requested to apply for Consolidation of such folios and send the relevant share certificates to M/s. Cameo Corporate Services Ltd., Share Transfer Agents of the Company for their doing the needful.

10. Electronic copy of the Annual Report for 2013-14 is being sent to all

the members whose email IDs are registered with the

Company/Depository Participants(s) for communication purposes

unless any member has requested for a hard copy of the same. For

members who have not registered their email address, physical

copies of the Annual Report for 2013-2014 is being sent in the

permitted mode.

11. Even after registering for e-communication, members are entitled to

receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company's investor email id [email protected]

12. Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide

thmembers facility to exercise their right to vote at the 20 Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL).

The instructions for e-voting are as under:

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(A) In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab to cast your votes.

(iii) Now, select the Electronic Voting Sequence Number - “EVSN” along

with “COMPANY NAME” from the drop down menu and click on

“SUBMIT”

(iv) Enter your User ID- For CDSL: 16 digits beneficiary ID, For NSDL: 8

Character DPID followed by 8 Digits Client ID, Members holding

shares in Physical form should enter Folio Number registered with

the Company and then enter the Captcha Code as displayed and

click on login.

(v) If you are holding shares in Demat form and have already voted

earlier on www.evotingindia.com for a voting of any Company, then

your existing login id and password are to be used. If you are a first

time user follow the steps given below.

(vi) Now, fill up the following details in the appropriate boxes:

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department when prompted by the system while e-voting (applicable for both demat shareholders as well as physical shareholders)

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details#

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

For Members holding sharesin Demat Form

For Members holding sharesin Physical Form

User ID For NSDL: 8 Character DP IDfollowed by 8 Digits Client IDFor CDSL: 16 digits beneficiary ID

Folio Number registeredwith the Company

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* Members who have not updated their PAN with the

Company/Depository Participant are requested to use the first two

letters of their name and the sequence number (available in the

Address Label pasted in the cover and/or in the e-mail sent to

Members) in the PAN field. In case the sequence number is less than 8

digits enter the applicable number of 0's before the number after the

first two characters of the name. Eg. If your name is Krishna with

sequence number 1 then enter KR00000001 in the PAN Field.

# Please enter any one of the details in order to login. In case both the details are not recorded with the depository or Company, please enter the Member id/folio number in the Dividend Bank details field.

(i) After entering these details appropriately, click on “SUBMIT” tab.

(ii) Members holding shares in physical form will then reach directly the

EVSN selection screen. However, members holding shares in demat

form will now reach 'Password Creation' menu wherein they are

required to mandatorily enter their login password in the new

password field. The new password has to be minimum eight

characters consisting of at least one upper case (A-Z), one lower

case (a-z), one numeric value (0-9) and a special character(@ # $

%& *). Kindly note that this password is to be also used by the demat

holders for voting for resolutions of any other company on which they

are eligible to vote, provided that company opts for e-voting through

CDSL platform. It is strongly recommended not to share your

password with any other person and take utmost care to keep your

password confidential. Kindly note that this changed password is to

be also used by the Demat holders for voting for resolutions for the

Company or any other Company on which they are eligible to vote,

provided that Company opts for e-voting through CDSL platform.

(iii) Click on the relevant EVSN on which you choose to vote.

(iv) On the voting page, you will see Resolution Description and against

the same the option “YES/NO” for voting. Select the option YES or

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ERP SOFT SYSTEMS LIMITEDERP SOFT SYSTEMS LIMITED

NO as desired. The option YES implies that you assent to the

Resolution and option NO implies that you dissent to the Resolution.

(v) Click on the “Resolutions File Link” if you wish to view the entire

Resolutions.

(vi) After selecting the resolution you have decided to vote on, click on

“SUBMIT”. A confirmation box will be displayed. If you wish to confirm

your vote, click on “OK”, else to change your vote, click on “CANCEL”

and accordingly modify your vote.

(vii) Once you “CONFIRM” your vote on the resolution, you will not be

allowed to modify your vote.

(viii)You can also take out print of the voting done by you by clicking on

“Click here to print” option on the Voting page.

(ix) If Demat account holder has forgotten the same password then enter

the User ID and the image verification code and click on Forgot

Password & enter the details as promoted by the system.

(II) In case of members receiving the Physical copy of Notice of AGM [for members whose e-mail IDs are not registered with the company/ depository participant(s) or requesting physical copy]:

(A) Please follow all steps from sl. no. (ii) to sl. no. (xiv) above, to cast

vote.

(B) Institutional shareholders (i.e., other than individuals, HUF, NRI etc.)

are required to log on to https://www.evotingindia.co.in and register

themselves, link their account which they wish to vote on and then

cast their vote. They should upload a scanned copy of the Board

Resolution and POA in favour of the Custodian who they have

authorized to vote on their behalf, in PDF format in the system for the

scrutinizer to verify the vote.

(C) The voting period begins on 25.09.2014 at 9.00 A.M. and ends on

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26.09.2014 at 6.00.P.M. During this period shareholders' of the

Company, holding shares either in physical form or in dematerialized

form, as on the 29.08.2014, may cast their vote electronically.

Members who have acquired shares after the dispatch of the Annual

Report and before the book closure may vote physically in the Annual

General Meeting and approach the Company for copy of Annual

Report.

(D) In case you have any queries or issues regarding e-voting, you may

refer the Frequently Asked Questions (“FAQs”) and e-voting manual

available at www.evotingindia.com under help section or write an

email to [email protected].

13. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date (record date) of 26.09.2014.

14. Mr. Vivek Surana, Practicing Company Secretary, C.P. No. 12901 has been appointed as the Scrutinizer to scrutinize the e-voting process.

15. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

16. The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.erpsoft.com and on the website of CDSL within two(2) days of passing of the resolutions at the AGM of the Company and communicated to the BSE Limited.

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EXPLANATORY STATEMENT[Pursuant to Section 102 of the Companies Act, 2013]

In accordance with the relevant provisions of the Articles of Association of the

Company and the erstwhile provisions of the Companies Act, 1956, Ms. R.

Kamala Mohan and Mr. P.V. Srinivasa Rao, Independent Directors were

appointed as independent directors by the Members of the Company. The

provisions of the Companies Act, 2013 with respect to appointment and

tenure of the Independent Directors have come into effect. As per the said

provisions, the Independent Directors shall be appointed for not more than

two terms of five years each and shall not be liable to retire by rotation at every

AGM.

The Board of Directors of the Company has decided to adopt the provisions

with respect to appointment and tenure of Independent Directors which is

consistent with the Companies Act, 2013 and the amended Listing

Agreement. Accordingly, the Independent Directors will serve for not more

than two terms of five years each on the Board of the Company. In line with the

requirements of the Companies Act, 2013, it is therefore proposed to appoint

them, as Independent Directors on the Board of the Company for a term upto

five consecutive years, commencing from 01.04,2014. A brief profile of

proposed Independent Directors, including nature of their expertise, is

provided in this Annual Report.

Notices have been received from Members proposing candidature of the

above Directors for the office of Independent Director of the Company. In the

opinion of the Board, they fulfil the conditions specified in the Companies Act,

2013 and the Rules made thereunder for appointment as Independent

Directors of the Company. A copy of the draft Letter of Appointment for

Independent Directors, setting out terms and conditions of their appointment,

is available for inspection at the Registered Office of the Company during

business hours on any working day and is also available on the website of the

Company www.erpsoft.com

ITEM NO. 4-5:

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None of the Directors or Key Managerial Personnel of the Company and their

relatives, other than Independent Directors, Ms. R. Kamala Mohan and Mr.

P.V. Srinivasa Rao for their respective appointments, are concerned or

interested, financially or otherwise, in these Resolutions. The Board

commends the Ordinary Resolutions as set out at item no. 4 to 5 for approval

of the Members.

Due to the enactment of majority provisions of the Companies Act, 2013 certain changes are required to be made in the Articles of Association of the Company. Some new Articles/clauses are proposed to be inserted in relation to use of electronic mode for voting by members, participation in meeting of the Board by Directors, service of documents and maintenance of registers and records.

A general clause is also proposed to be inserted to the effect that if any provision as mentioned in the Articles is inconsistent with the provisions of the Companies Act, 2013 and Rules made therein, then the provisions of the Companies Act, 2013 and rules made therein shall override the provisions of these Articles.

The Board therefore recommends the resolution under section 14 of the Companies Act, 2013 as a special resolution for your approval.

None of the Directors or key managerial personnel of the Company or their relatives are concerned or interested in the resolution.

ITEM NO. 6:

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ADDITIONAL INFORMATION REQUIRED TO BE FURNISHED UNDER THE LISTING AGREEMENT

Brief Details of Directors seeking re-appointment at this Annual General Meeting(Pursuant to Clause 49 of the Listing Agreement)

Particulars Mr. P.V. Srinivasa Rao

Ms. R. Kamala Mohan

Mrs. D. Sarojanamma

Date of Birth 15.04.1979 30.10.1961 05.03.1931

Date of Appointment 01.07.2008 31.03.2003 11.11.2011

Qualifications Graduate Graduate Graduate

No. of Shares held in the Company NIL NIL 3,50,000

Directorships held in other companies (excluding private limited and foreign companies)

NIL 1 1. Carnegie Logistics Private Limited

Positions held in mandatory committees of other companies

NIL NIL NIL

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DIRECTORS' REPORT

To

The Members of ERP Soft Systems Limited

th We have pleasure in presenting the 20 Annual Report with Audited stStatements of Accounts for the year ended 31 March 2014.

FINANCIAL RESULTS:

Stand Alone

Particulars 2013-2014 2012-2013

(Rupees in million)

Income from Operations

Expenditure

Depreciation

Profit/Loss before Tax

Provision for Tax

Profit/Loss after Tax

5.64

3.57

0.16

1.91

0.65

1.26

7.38

3.60

0.16

3.62

1.04

2.58

PERFORMANCE REVIEW- CONSOLIDATED:

During the year under review, the Company has recorded an income of Rs. 289.80 million and the profit/(loss) of Rs. 9.15 million as against the income of Rs. 336.20 million and profit/(loss) of Rs. 7.53 million in the previous financial year ending 31.03.2013.

The Company has been continuously working on quality up-gradation and cost reduction plans for achieving efficient running of the

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Particulars 2013-2014 2012-2013

(Rupees in million)

Income from Operations

Expenditure

Depreciation

Profit/Loss before Tax

Provision for Tax

Profit/Loss after Tax

289.80

276.10

0.39

13.31

4.16

9.15

336.20

327.47

0.16

8.57

1.04

7.53

Consolidated


organisation.

The Company has been continuously working on quality up-gradation and cost reduction plans for achieving efficient running of the organisation.

DIVIDEND:

No dividend is proposed to be declared for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on BSE Limited and Madras Stock Exchange.

CAPITAL OF THE COMPANY:

The Authorised Share Capital of the Company is Rs. 45,000,000/- divided into 45,00,000 equity shares of 10/- each, Paid up share capital is Rs. 39,600,000/- divided in to 39,60,000 equity shares of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

In accordance with the Companies Act, 2013 read with Articles of Association of the company the Director namely Mrs. D. Sarojanamma retires by rotation

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and being eligible, offers herself for re-appointment at this ensuring Annual General Meeting. Your Directors recommend his re-appointment.

Pursuant to the notification of Sec. 149 and other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Ms. R. Kamala Mohan and Mr. P.V. Srinivasa Rao and as Independent Directors. Details of the proposal for appointments/re-appointments of Directors are

thmentioned in the Notice of 20 Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm:

i) that the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

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

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO :

The required information as per Sec. 217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

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1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

SUBSIDIARY COMPANY:

100% Subsidiary company, Libertycom LLC in USA is focusing on ERP, Business Intelligence/ Analytics projects and staffing.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. Vijayaraghavan and Associates, Charted Accountants as statutory auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

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MANAGEMENT DISCUSSION AND ANALYSIS(Forming part of Directors' Report)

FINANCIAL REVIEW

OVERVIEW

ERPSOFT is in the business of ERP, Analytics which is IT services & consulting. Also due to increased cloud deployments, security is a big risk faced by enterprises and your company is exploring this market.

BPO SERVICES

Company did not have any revenues from BPO during the year.

OPPORTUNITIES AND THREATS

Good demand exists for IT resources and projects. It is very difficult to hire capable resources in current market.

COST OF SERVICES REVENUE AND OPERATING EXPENSES

The cost of revenues for services consists primarily of compensation expenses for our software professionals etc. We recognize these costs as incurred. Our operating expenses include general and administrative expenses and allocated overhead expenses associated with human resources, management information systems and finance.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate systems of internal control and documented procedures covering all financial and operating functions. These systems have been designed to provide reasonable assurance with regard to maintaining proper accounting controls, monitoring economy and efficiency of operations, protecting assets from unauthorized use or losses

During the year under review, the Company has recorded an income of Rs. 289.80 million and the profit/(loss) of Rs. 9.15 million as against the income of Rs. 336.20 million and profit/(loss) of Rs. 7.53 million in the previous financial year ending 31.03.2013.

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and ensuring reliability of financial and operational information. The Company continuously aligns all its processes and controls with global best practices.

REPORT ON CORPORATE GOVERNANCE(Forming part of Directors' Report)

I. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

The procedures, policies and practices followed by your Company are based on sound governance principles. The governance practices followed by your Company are continuously reviewed and the same are benchmarked to the best governed companies.

Your Company has complied with the regulations stipulated by the Securities Exchange Board of India (SEBI) in the Listing Agreement.

II. BOARD OF DIRECTORS

a.) The Board of Directors consists of 5 Members of which 2 are Non-Executive Independent Directors, 2 are Non-Executive Promoter Directors and 1 is Executive Promoter Director. The Composition of the Board is in conformity with the listing requirements.

b.) The details of the Directors being appointed/ re-appointed on retirement by rotation at the ensuing Annual General Meeting, as required pursuant to Clause 49(IV)(G) of the Listing Agreement, are mentioned in the Notice to the Annual General Meeting, forming part of the Report.

c.) The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships / Memberships held by them in other companies is given below. Other Directorships do not include alternate directorships, directorships of private limited companies, section --Companies and of companies incorporated outside India. Chairmanship / Membership of Board Committees include only Audit and Shareholders / Investors Grievance Committees.

d.) Pecuniary relationship or transactions of the Non-Executive Directors vis-à-vis the Company. None of the Non-Executive Directors has any pecuniary relat ionship or transactions with the Company.

23


e.) The Board of Directors met 5 times during the year on 30.05.2013, 31.07.2013, 31.08.2013, 31.10.2013 and 10.02.2014 and the maximum gap between any two meetings was less than four months, as stipulated under Clause 49.

The details of Composition of Board of Directors, directors' attendance at Board Meetings, AGM and details of other directorships, committee chairmanships/memberships held by the Directors during the year are as follows:

Board's Procedure:

Agenda papers along with explanatory statements were circulated to the Directors in advance for each of these meetings. All relevant information as per Clause 49 of the Listing Agreement was placed before the Board from time to time.

Committees of the Board:

Currently, there are three (3) Committees of the Board, namely: Audit Committee, Nomination & Remuneration Committee (Remuneration Committee), Stakeholders Relationship Committee (Shareholders/ Investors Grievance Committee and Share Transfer Committee). The Board decides

24

3.

4.

5.

34,100


the terms of reference for these Committees. The minutes of the meetings of the Committees are placed before the Board for information. The details as to the composition, terms of reference, number of meetings and related attendance, etc., of these Committees are provided hereunder:

III. AUDIT COMMITTEE

i) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

ii) The terms of reference of the Audit Committee include a review of;

• Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

• Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

• Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

• Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;3. Significant adjustments arising out of audit;4. The going concern concept;5. Compliance with accounting standards;6. Compliance with stock exchange and legal

requirements concerning f inancial statements;

7. Any related party transactions • Reviewing the company's financial and risk management's

policies.• Disclosure of contingent liabilities.• Reviewing with management, external and internal auditors,

the adequacy of internal control systems.• Reviewing the adequacy of internal audit function, including

the audit character, the structure of the internal audit

25


department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

• Discussion with internal auditors of any significant findings and follow-up thereon.

• Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

• Reviewing compliances as regards the Company's Whistle Blower Policy.

iii) The previous Annual General Meeting of the Company was held on th27 September, 2013 and Mr. P.V. Srinivasa Rao, Chairman of the

Audit Committee, attended previous AGM.

iv) The composition, meetings and the attendance during the year of the Audit Committee is given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2013-2014, (5) five meetings of the Audit Committee were held on the 30.05.2013, 31.07.2013, 31.08.2013, 31.10.2013 and 10.02.2014.

The details of the composition of the Committee at the meetings are given below:

Mr. P.V. Srinivasa Rao

Ms. R. Kamala Mohan

Mr. K. Radhakrishna Reddy

Name Designation Category

Chairman

Member

Member

NED (I)

NED (I)

NED (P)

26


NED (I): Non Executive Independent Director ED (P): Executive Director Promoter

The necessary quorum was present at all the meetings.

IV. NOMINATION & REMUNERATION COMMITTEE (REMUNERATION COMMITTEE):

The details of composition of the Committee are given below:


Ms. R. Kamala Mohan



Chairman

Member

Member

NED (I)

NED (I)

NED (P)

NED (I): Non Executive Independent Director

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Directors of the Company and while approving:

• To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

• To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

27


The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

No remuneration was paid to Non-Executive Directors of the Company for the financial year 2013-14. The details of remuneration paid to the Executive Director for the financial year 2013-14 are given below:

Ms. K. Parvathi Reddy

Name of the

Director

Designation Salary

(Rs in

Lakhs)

Commission

(Rs in

Lakhs)

Perquisites

(Rs in

Lakhs)

Retirement

Benefits

(Rs in Lakhs)

Managing Director

Nil Nil Nil Nil

V. STAKEHOLDERS RELATIONSHIP COMMITTEE (SHAREHOLDERS / INVESTOR GRIEVANCE AND SHARE TRANSFER COMMITTEE):

A.) Composition and meetings during the year:

The Details of composition of the Committee and attendance of the members at the meetings are given below:


Ms. R. Kamala Mohan



Chairman

Member

Member

NED (I)

NED (I)

NED (P)

NED (I): Non Executive Independent Director ED (P): Executive Director Promoter

B.) Powers:

The Committee has been delegated with the following powers: • To redress shareholder and investor complaints relating to transfer of

shares, Dematerialization of Shares, non-receipt of balance sheet, non-receipt of declared dividend etc.

28


• to approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

• Consolidate and sub-division of share certificates etc.• To redress, approve and dispose off any, other complaints,

transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgment in the case of shares held in physical form.

The Board has designated Mrs. R. Kamala Mohan as the Compliance Officer.

The Company has designated an exclusive e-mail ID called Investorcare@erpsoft .com for redressal of shareholders ' complaints/grievances.

Complaints received and redressed by the Company during the financial year:

During the year no complaints were received.

1.

2.

3.

S.No Particulars Remarks

NIL

NIL

NIL

At the beginning of the year

Received during the year

At the end of the year

Financial Year

VenueDate Time

10.00 A.M.27.09.20132012-2013 No. A Block - 21, 4th Street Anna Nagar, Chennai - 600 102

Special Resolution

NIL

10.00 A.M.28.09.20122011-2012 No. A Block - 21, 4th Street Anna Nagar, Chennai - 600 102

NIL

11.00 AM29.09.20112010-2011 No. A Block - 21, 4th Street Anna Nagar, Chennai - 600 102

NIL

VI. GENERAL BODY MEETINGS:

29


During the year, no Extra-ordinary General meeting was held and no resolution was passed through postal ballot.

VII. OTHER DISCLOSURES

(a) There were no significant related party transactions that may have potential conflict with the interests of the Company at large.

(b) In the preparation of financial statements, no treatment materially different from that prescribed in Accounting Standards had been followed.

(c) There were no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets at any time during the last 3 years.

(d) Whistle Blower policy: We have established a mechanism for employees to report concerns about unethical behavior, fraud or violation of code of conduct of the Company. The mechanism provided direct access to the Chairman of the Audit Committee for exceptional cases. All employees can also directly meet the Audit Committee members of the Company. The Whistle Blower Policy has been posted on the Intranet of the Company.

(e) The Company has complied with the non–mandatory requirements to relating to remuneration committee and Whistle Blower policy.

(f) Director of the Company have furnished the requisite Certificates to the Board of Directors under Clause 49 of the Listing Agreement.

VIII. MEANS OF COMMUNICATION

The quarterly, half-yearly and yearly financial results will be sent to the Stock Exchanges immediately after the Board approves the same. They will also be published on the Company's website www.erpsoft.com.

IX. GENERAL SHAREHOLDERS INFORMATION

tha) 20 Annual General Meeting:

Date and Time Saturday the 30th day of September, 2013 at 10.30 a.m.

Venue No. A Block - 21, 4th Street Anna Nagar, Chennai – 600102

30


b) Book Closure Date : 27.09.2014 to 30.09.2014 (Both days inclusive)

c) Financial Year and Calendar (Tentative) 2014-15:

The Company follows April to March as its Financial Year.

Financial Calendar(Tentative)

Financial Reporting for 2014-2015 (tentative) On or before

The First Quarter results

The Second quarter results

The Third quarter results

The Fourth quarter results

14.08.2014

14.11.2014

14.02.2015

30.05.2015

d) Listing on Stock Exchanges : BSE Limited & Madras stock exchange e) Stock Code : For equity shares:- BSE: 530909

f) ISIN No. : For equity shares: INE308B01017

g) Stock Price Data : The monthly high / low prices of shares of the Company from April, 2013 to March, 2014 at BSE are available.

h) Registrar & Share Transfer Agents:

Cameo Corporate Services Limited Subramanian Building, First Floor 1, Club House Road, Chennai.

i) Share Transfer System: The Physical shares transfers are processed and the share certificates are returned to the shareholders within a maximum period of 15 days from the date of receipt, subject to the document being valid and complete in all respects.

Any transferee who wishes to demat the shares may approach a Depository Participant along with a duly filled Demat Request Form, who shall, no the basis of the Share Certificate, generate a demat request and send the same

31


to the Registrar and Share Transfer Agents (RTA). On receipt, the Depository Registrar confirms the request.

All the requests for Dematerialization of shares are processed and the confirmation is given to the respective Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within 21 days on receipt.

stj) Shareholding Pattern as on 31 March, 2014:

Particulars Category No. of shares held

Percentage ofshareholding

Shareholding of Promoter and promoter group

A.

Promoters & Persons acting in concert

1.

Public ShareholdingB.

Sub- Total A

Institutions1.Non-Institutions2.

Bodies Corporate

Indian public and others

Any others

i) NRI’s

ii) Clearing Members

iii) Trusts

Sub Total B

Grand Total (A+B)

a)

b)

c)

2020700 51.03

Nil Nil

214964

1692201

32135

NIL

NIL

NIL

1939300

3960000

5.43

42.73

0.81

NIL

NIL

NIL

48.97

100

2020700 51.03

Nil Nil

32


k) Distribution of shareholding of the Company by number of shares held as on 31st March, 2014 is as follows:

Particulars

UPTO - 5000

5001-10000

10001-20000

20001-30000

30001-40000

40001-50000

50001-100000

100001 & ABOVE

Total

%

ShareholdersSL NO

1

2

3

4

5

6

7

8

Shareholders

Number

187

25

7

4

3

2

14

24

266

70.30

9.40

2.63

1.50

1.13

0.75

5.26

9.02

100

428220

190000

101250

106930

109600

96000

1329000

37239000

39600000

1.08

0.48

0.26

0.27

0.28

0.24

3.36

94.04

100

%Number

l) Dematerialization of Shares:

The Company's shares are dematerialized on National Securities Depositories limited (NSDL) and Central Depository Services (India) Limited.

stThe Company's ISIN is INE308B01017. As on 31 March, 2014, 16,22,000 equity shares are dematerialized which is 40.95% of the paid up capital of the company and out of which 9,696 shares are in CDSL and 16,12,304 shares are in NDSL and the balance are in physical form.

m) Address for Investors Correspondence:

The Shareholders may correspond with the Company for the redressal of their grievances, if any to the registered office of the company.ERP Soft Systems LimitedA-21, Anna Nagar,Chennai 600 102, India,Ph: 044 26269578.E-mail : [email protected]

n) CEO/MD Certification: As required by the clause 49 (V) of the Listing Agreement, the certificate from CEO is attached elsewhere in the annual report.

33


o) Compliance Certificate of the Auditors:

The Statutory Auditor has certified that the company has complied with the conditions of the Corporate Governance as stipulated in clause 49 of the listing agreement and the same forms part of the Annual Report. The Certificate from the statutory auditor will be sent to the stock exchange along with the Annual Report of the Company.

DECLARATION

To

The Members of ERP Soft Systems Limited

This is to declare that the Code of Conduct envisaged by the Company for members of the Board and the Senior Management Personnel have been complied with by all the members of the Board and the Senior Management Personnel of the Company respectively.

34








Dear Shareholder,

Please find below the Director certificate as per Clause 49(V) of the Listing Agreement:

DIRECTOR CERTIFICATE

I, K. Parvathi, Managing Director of M/s ERP Soft Systems Limited certify

that:

1. We have reviewed the financial statements for the year and that to the best

of our knowledge and belief:

(a) These statements do not contain any materially untrue statement or

omit any material fact or contain statements that might be misleading;

(b) These statements present a true and fair view of the state of affairs of

the Company and of the results of the operations and cash flows. The

financial statements have been prepared in conformity, in all material

respects, with the existing generally accepted accounting principles

including accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered

into by the Company during the year which are fraudulent, illegal or in

violation of Company's code of conduct.

3. We accept overall responsibility for establishing and monitoring the

Company's internal control system for financial reporting and evaluating

its effectiveness. Internal Audit function monitors the internal control

system for financial reporting, which encompasses the examination and

evaluation of the adequacy and effectiveness. Internal Audit works with

all levels of management and Statutory Auditors, and reports significant

issues to the Audit Committee of the Board. The Auditors and Audit

Committee are apprised of any corrective action taken with regard to

significant deficiencies and material weakness.

4. We indicate to the Auditors and to the Audit Committee:

(a) Significant changes in internal controls over financial reporting during

the year;

(b) Significant changes in the accounting policies during the year;

35


(c) No instances of significant fraud of which we have become aware of

and which involve the management or other employees who have

significant role in the Company's internal control system over

financial reporting.

However, during the year there were no such changes and instances.

36





CERTIFICATE OF COMPLIANCE OF CORPORATE GOVERNANCE

ToThe Members ofERP Soft Systems Limited

We have examined the compliance of conditions of Corporate Governance by M/s. ERP Soft Systems Limited, for the period of 12 months ended on 31st March, 2014 as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchanges of India.

The compliance conditions of Corporate Governance are the responsibility of the management. Our examination was limited to a review of the procedures and implementation there of, adopted by the Company for ensuring the compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the abovementioned Listing Agreement.

No investor grievances are pending for a period exceeding one month against the Company as per the records maintained by the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Vijayaraghavan and AssociatesChartered Accountants


Sd/-P.B. VijayaraghavanPartnerMembership No. 15103

37


INDEPENDENT AUDITOR'S OPINION

To The Members of ERPSOFT SYSTEMS LIMITED

Report on the financial Statements

We have audited the accompanying financial Statements of M/s. ERPSoft

Systems Limited which comprise the Balance Sheet as at 31st March 2014,

The statement of Profit & Loss Account and the cash flow Statement for the

year ended, and a summary of the significant accounting policies and other

explanatory information.

Managements Responsibility for the Financial Statements

The Companies management is responsible for the preparation of these

financial statements that give a true and fair view of the financial position and

financial performance 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 misstatements, whether due to fraud or error.

Auditors Responsibility

We have audited the attached Balance Sheet of M/s. ERPSoft Systems stLimited as at 31 March 2014, the Profit & Loss Account and also the Cash

Flow statement for the year ended on that date annexed thereto. These

financial statements are the responsibility of the company's management.

Our responsibility is to express an opinion on these financial statements

based on our audit.

We conducted our audit in accordance with auditing standards generally

accepted in India. These standards require that we plan and perform the

audit to obtain reasonable assurance about whether the financial statements

are free of material misstatements. An audit includes examining on test basis,

evidence supporting the amounts and disclosures in the financial

statements. An audit also includes assessing the accounting principles used

and significant estimates made by the management as well as evaluating the

38


overall financial statement presentation.

We believe that our audit evidence, we have obtained is sufficient and

appropriate to provide a basis for our audit opinion.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 (the “Order”)

issued by the Central Government in terms of Section 227(4A) of the Act, we

give in the Annexure a statement on the matters speci?ed 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 purposes of

our audit.

b) In our opinion, proper books of account as required by law have been

kept by the Company so far as it appears from our examination of those

books.

c) The Balance Sheet, the Statement of Pro?t and Loss, and the Cash

Flow Statement dealt with by this Report are in agreement with the

books of account.

d) In our opinion, the Balance Sheet, the Statement of Pro?t and Loss,

and the Cash Flow Statement comply with the Accounting Standards

referred to in Section 211(3C) of the Act.

e) On the basis of the written representations received from the

directors as on March 31, 2014 taken on record by the Board of

Directors, none of the directors is disquali?ed as on March 31, 2014

from being appointed as a director in terms of Section 274(1)(g) of the

Act.

Opinion

In our opinion and to the best of our information and according to the

explanations given to us the said accounts read with other notes to accounts

and accounting policies give the information required by the Companies Act

1956, in the manner so required and give a true and fair view:-

39


i) In the case of Balance Sheet of the state of the affairs of the

Company as at 31st March 2014 and

ii) In the case of Profit & Loss Account of the Profit of the

Company for the year ended on that date.

iii) In the Cash Flow statement of the Cash Flow for the year

ended on that date.


Place: ChennaiDate: May 30, 2014.


40


Annexure to the Auditors' Report (referred to in paragraph 3 of our Report of even date to the Members of ERPSOFT SYSTEMS LIMITED for the year ended March 31, 2014)

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) Fixed Assets have been physically verified by the management and, in our opinion, the verification is reasonable having regard to the size of the company and the nature of its assets. No discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year.

2. In respect of its inventories The company did not carry any inventory during the year

3. As informed to us, the Company has neither taken nor given any loan secured or unsecured From / to parties listed under Section 301 and 370 (1-B) of the Companies Act, 1956.

4. On the basis of checks carried out during the course of audit and as per explanations given to us, we are of the opinion that there are adequate internal control procedures commensurate with the size of the company and the nature of its business; for the purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. a) In our opinion and according to the information and explanations given to us, we are of the opinion that the transactions that need to entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees five Lakhs in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits with in the meaning of Sections 58A and 58AA of the Companies Act, 1956 and the Companies

41


(Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. To the best our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under Section 209 (i) (d) of the of the Companies Act, 1956 in respect of the Company's nature of business.

9. (a) According to the records of the company, the company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, Income Tax, Wealth Tax, Customs Duty, Excise duty, cess and other material statutory dues applicable at the end of the year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no income tax, wealth tax, sales tax, customs duty and excise duty, which have not been deposited on account of any dispute. There were no dues on account of cess under 441A of the Companies Act 1956, since the date from which the aforesaid section comes into force has not yet been notified by the Central Government.

10. The company does not have as at the end of the financial year and it has not incurred any cash losses during the current financial year covered by our audit and the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company did not have any outstanding dues to financial Institutions, Banks or Debenture holders.

12. According to the information and expiations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. According to the information and explanations given to us, the Company was trading in shares and securities and proper records

42


have been maintained of the transactions and contracts. The company was making timely entries and the shares and securities were held by the company in its own name.

15. The company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The company has not taken term loans from banks.

17. Based on our examination of the Balance Sheet of the company as at 31.03.2014, since there is no loans availed by the company from the banks, the utilization of funds does not arise.

18. The company has not made any preferential allotment of shares to

parties and companies covered in the register maintained under section

301 of the Companies Act, 1956.

19. During the year covered by our audit report, the Company does not have

any outstanding debentures during the year.

20. During the year the company has not raised money through the Public Issue, the utilization of funds does not arise.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.


Place: ChennaiDate: May 30, 2014.


43


BALANCE SHEET AS ON 31.03.2014

ParticularsNoteNo.

As at

31-03-2014 31-03-2013

(Amount in Rs.)

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital

(b) Reserves and Surplus

(c) Money received against share warrants

(2) Share application money pending allotment

(3) Non-Current Liabilities

(a) Long-term borrowings

(b) Deferred tax liabilities (Net)

(c) Other Long term liabilities

(d) Long term provisions

(4) Current Liabilities

(a) Short-term borrowings

(b) Trade payables

(c) Other current liabilities

(d) Short-term provisions

39,600,000

22,312,463

0

0

5,900

0

0

7,101,416

0

2,201,580

71,221,359

39,600,000

21,058,468

0

0

16,344

0

0

12,836,117

713,778

1,571,732

75,796,439TOTAL

1

2

3

4

5

6

7

8

9

10

11

II.Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets

(b) Non-current investments

(c) Deferred tax assets (net)

(d) Long term loans and advances

(e) Other non-current assets

(2) Current assets

(a) Current investments

(b) Inventories

(c) Trade receivables

(d) Cash and cash equivalents

(e) Short-term loans and advances

(f) Other current assets

1,776,235

0

0

0

0

66,379,101

0

65,249

3,000,000

774

71,221,359

12

13

14

15

16

17

18

19

20

21

22

1,942,042

0

0

0

0

71,350,641

0

126,482

2,376,500

774

75,796,439

for VIJAYARAGHAVAN & ASSOCIATESChartered Accountants

P.B.VijayaraghavanPartnerMembership No.15103

Chennai, May 30, 2014

For and on behalf of the Board of Directors

K. Parvathi Managing Director(DIN : 00827258)

D. SarojanammaDirector(DIN : 05208974)

44


Profit and Loss statement for the year ended 31st March, 2014

ParticularsNoteNo.

Year Ended

31-03-2014 31-03-2013

(Amount in Rs.)

I. Revenue from operations

II. Other Income

III. Total Revenue (I +II)

7,232,725

(1,586,106)

5,646,619

7,550,366

-166,693

7,383,673

IV. Expenses:

Cost of materials consumed

Purchase of Stock-in-Trade

Changes in inventories of finished goods,

work-in-progress and Stock-in-Trade

Employee benefit expense

Financial costs

Depreciation and amortization expense

Other expenses

Total Expenses

0

0

0

2,488,880

0

165,807

1,073,381

3,728,068

0

0

0

1,818,294

0

165,807

1,786,725

3,770,826

23

24

25

26

27

28

29

30

31

V. Profit before exceptional and extraordinary items and tax

VI. Exceptional Items

VII. Profit before extraordinary items and tax (V - VI)

VIII. Extraordinary Items

IX. Profit before tax (VII - VIII)

1,918,551

0

1,918,551

0

1,918,551

3,612,847

0

3,612,847

0

3,612,847

(III - IV)

32

33

X. Tax expense:

(1) Current tax

(2) Income Tax - Previous Year

(2) Deferred tax

XV. Profit/(Loss) for the period

675,000

0

(10,444)

1,253,995

1,192,000

149,508

(472)

2,570,827

XVI. Earning per equity share:

(1) Basic

(2) Diluted

0.32 0.65







45


CASH FLOW

ParticularsAs at

31-03-2014 31-03-2013

(Amount in Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES







Net Profit/Loss Before Tax

Adjustments:

Depreciation

Preliminary & Deferred revenue expenditure

(Profit/Loss on Sale of Fixed Assets (Net)

Intrest Paid

Operating Profit before working capital

Working Capital Changes :

Trade and Other receivables

Loans and Advances

Trade and Other payables

19.19

1.65

0.00

0.00

0.00

20.84

0.00

0.00

(6.24)

34.51

49.11

36.13

1.65

0.00

0.00

0.00

37.78

0.00

21.76

(10.86)

(235.03)

(186.35)

B. CASH FLOW FROM INVESTING ACTIVITIES

Additions to Fixed Assets (including capital WIP)

and advance on Capital account

Increase/Decrease in Investments

Net Cash used in Investing activities

(49.72)

(49.72)

182.06

182.06

C. CASH FLOW FROM FINANCING ACTIVITIES

Process from issue of share capital

Share Premium

Subsidy received

Application money pending payment

Proceeds from borrowings (Net)

Preliminary issue expenditure

Dividend paid

Net cash from Financing activities

Net Increase in cash and cash equivalents during the period

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

(0.61)

1.26

0.65

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

(4.29)

5.55

1.26

46


Particulars 31-3-2014

31-3-2013

FINANCIAL STATEMENTS - ERP SOFT SYSTEMS LIMITEDSCHEDULE FORMING PART OF BALANCE SHEET

( In Rupees )

SCHEDULE - 1

Share Capital

Authorised Share Capital

4,500,000 equity shares of Rs.10/- each 45,000,000 45,000,000

Issued, subscribed and paid up capital


SCHEDULE - 2

Reserves and Surplus

Summary of Reserves and Surpluses

Balance brought forward from previous year

Profit for the Year

21,058,468

1,253,995

22,312,463

18,487,642

2,570,827

21,058,468

SCHEDULE - 3

Money received against share warrants

SCHEDULE - 4

Long-term borrowings

SCHEDULE - 5

Deferred tax liabilities (Net)

SCHEDULE - 6


SCHEDULE - 7


SCHEDULE - 8


SCHEDULE - 9

(b) Trade payables

Libertycom, LLC

0

0

5,900

0

0

0

7,101,416

0

0

16,344

0

0

0

12,836,117

47



31-3-2013


( In Rupees )

SCHEDULE - 10


Consultancy & Contract Charges Payable

1) NKG Online Pvt Ltd

4) Ideative Digial Pvt Ltd

Total Other Current Liablities

0

0

0

286,106

427,672

713,778

SCHEDULE - 11


Salary Provision

Rent Provision

TDS Provision

Audit Fee Provision

Expenses Provision

Income Tax Provision

Total Short Term Provisions

119,300

25,000

3,650

15,000

171,630

1,867,000

2,201,580

110,200

167,500

29,667

66,000

6,365

1,192,000

1,571,732

SCHEDULE - 12

(a) Fixed assets

(i) Tangible assets

Furniture & Fixtures

Vehicles

- Hero Honda Bike

- Car

Office Equipment

- Air Conditioner

Computer & Peripharals

Printer

Computer Software

Less : Accumalated Depreciation

Total Fixed Assets

854,260

35,000

627,580

66,501

320,470

11,438

1,690,200

(1,829,214)

1,776,235

854,260

35,000

627,580

66,501

320,470

11,438

1,690,200

(1,663,407)

1,942,042

48



31-3-2013


( In Rupees )

SCHEDULE - 13


SCHEDULE - 14


SCHEDULE - 15


SCHEDULE - 16


SCHEDULE - 17


SUBSIDIARY

Equity in Libertycom LLC

PARTNERSHIP FIRM

ERP Info Systems

Yashavee Investment Consultants

OTHERS

Unifi Wealth Management Limited (PMS)

Hamsa KPO Service Pvt Ltd

Sagar Power Pvt. Limited

0

0

0

0

2,151,744

48,460,978

13,600,000

501,379

165,000

1,500,000

66,379,101

0

0

0

0

2,151,744

53,332,244

13,600,000

601,653

165,000

1,500,000

71,350,641

SCHEDULE - 18

(b) Inventories

SCHEDULE - 19


Libertycom, LLC

Total Trade receivables

0

0

0

0

0

0

49



31-3-2013


( In Rupees )

SCHEDULE - 20


Cash at Bank

Cash on Hand

Total Cash and cash equivalents

63,994

1,255

65,249

106,553

19,929

126,482

SCHEDULE - 21


- Project Advance - King Maker Technologies

- Advance Staff Loan

- Advance Income Tax Paid

Total Short-term loans and advances

1,000,000

0

2,000,000

3,000,000

1,000,000

26,500

1,350,000

2,376,500

SCHEDULE - 22


- TDS Receivable

Total Other current assets

774

774

774

774

SCHEDULE - 23


Income from Sales

Total Revenue from operations

7,232,725

7,232,725

7,550,366

7,550,366

50



31-3-2013


( In Rupees )

SCHEDULE - 24

II. Other Income

Dividend Income

Foreign Exchange Gain/Loss

Interest Income

Gain/Loss on Sale of Shares

Total Other Income

9,586

(1,497,999)

456

(98,150)

(1,586,106)

13,057

(123,534)

7,324

(63,540)

(166,693)

SCHEDULE - 25


SCHEDULE - 26


SCHEDULE - 27



SCHEDULE - 28


Staff Salary & Bonus

Staff Welfare

Total Employee benefit expense

0

0

0

2,453,562

35,318

2,488,880

0

0

0

1,762,341

55,953

1,818,294

SCHEDULE - 29

Financial costs 0 0

51

ERP SOFT SYSTEMS LIMITEDERP SOFT SYSTEMS LIMITED


31-3-2013


( In Rupees )

SCHEDULE - 30


- Furniture & Fittings

- Computer Peripharals

- Computer Software

- Printer

- Air-Conditioner


- Motor Cycle

- Car

Total Depreciation

9,435

12,222

75,160

1,747

3,578

0

3,325

60,340

165,807

9,435

12,222

75,160

1,747

3,578

0

3,325

60,340

165,807

SCHEDULE - 31

Other expenses

10,875

15,000

8,175

25,846

0

0

0

26,517

0

142,696

37,350

18,055

8,953

31,399

81,319

300,000

30,209

263,320

61,500

12,167

1,073,381

Advertisment

Audit Fees

Bank Service Charges

Communication Expenses

Contract Charges

Donation

Dues & Subscriptions

Electricity Charges

Licenses and other fees

Listing Fees

Office Maintenance

Professional Fees Others

Printing and Stationery

Rates & Taxes

Repairs and Maintenance

Rent

Share Transfer Fees

Travelling and Conveyance

Professional / Consultancy Fees

Investment Expenses

11,985

56,750

13,023

58,103

728,345

22,000

0

19,546

10,956

41,572

50,492

52,500

12,900

2,285

22,196

343,000

23,731

232,795

59,500

25,046

1,786,725

SCHEDULE - 32

VI. Exceptional Items 0 0

52


53


Note: 1

SIGNIFICANT ACCOUNTING POLICIES:

1. Basis of preparation of financial statements The accompanying financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention, on the basis of a going concern basis, w h i l e r e v e n u e , e x p e n s e s , a s s e t s a n d L i a b i l i t i e s accounted/recognized on accrual basis. GAAP comprises mandatory accounting standards issued by the Institute of Chartered Accountants of India (ICAI), the provisions of the Companies Act, 1956. Accounting policies are consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Management evaluates all recently issued or revised accounting standards on an ongoing basis. The financial statements are prepared under the historical cost convention. Recognition of income and expenses, accrual basis of accounting is followed.

2. Use of EstimatesThe preparation of financial statements in conformity with GAAP requires Management to make estimates and assumptions that effect the reported balances of assets and liabilities and disclosures relating to contingent assets and liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under retirement benefit plans, income taxes, post-sales customer support and the useful lives of fixed assets and intangible assets.

Management periodically assessed using external and internal sources whether there is an indication that an asset may be impaired. Contingencies are recorded when it is probable that a liability will be incurred, and the amount can be reasonably estimated. Actual results could differ from those estimates.

3. Revenue RecognitionRevenue from IT services are recognized as services are performed when arrangements are on a time and material basis Revenue from fixed-price contracts is recognized in accordance with the “Percentage of Completion” method.

54


4. ExpenditureExpenses are accounted on accrual basis and provisions are made for all known losses and Liabilities.

5. Fixed Assets, intangible assets Fixed Assets are stated at cost, less accumulated depreciation. All direct costs are capitalized until fixed assets are ready for use including taxes, duties, freight and other incidental expenses relating to acquisition and installation. Intangible assets are recorded at the consideration paid for acquisition.

6. Depreciation and amortizationDepreciation on fixed assets is applied on straight-line method, pro-rata for the period of usage, in accordance with the rates prescribed under schedule XIV of the Companies Act, 1956.

7. Income tax

Income taxes are computed using the tax effect accounting method,

in accordance with the Accounting Standard (AS 22) “Accounting for

Taxes on Income” which includes current taxes and deferred taxes.

Deferred income taxes reflect the impact if current year timing

differences between taxable income and accounting income for the

year and the relevant of timing difference of earlier years. Deferred

tax asset and liabilities are measured at the tax rates that are

expected to apply to the period when the asset / liability is realized,

based on

tax rates (and tax laws) that have been enacted or substantively

enacted at the balance sheet date. Deferred Tax assets are

recognized and carried forward only to the extent that there is a

reasonable certainty that sufficient future taxable income will be

available against which such deferred tax assets can be realized.

55


NOTES ON ACCOUNTS:

15. Contingent Liabilities: There are no Contingent liabilities as on date. 16. The Company has Subsidiaries in US namely Libertycom, LLC

17. Segment information:Currently company is fully into IT Services and entire revenues come from United States.

18. CIF value of import in respect of capital goods: Nil.Expenditure and Earnings in Foreign Currency: Nil (Previous Year:

Nil)

19. There were no employees in respect of remuneration of Rs. 24, 00,000/- or more per annum or Rs.2, 00,000/- or more per month, if employed for part of the year.

20. Additional information pursuant paragraphs 3, 4C and 4D of part II of schedule of VI of the companies Act, 1956 is not applicable to the Company.

21. Figures for the previous year are regrouped and rearranged, wherever necessary.







56


CONSOLIDATED FINANCIAL STATEMENTS OF ERP SOFT SYSTEMS LIMITED AND SUBSIDIARIES BALANCE SHEET as at 31st March, 2014

ParticularsNoteNo.

As at

31-03-2014 31-03-2013

(Amount in Rs.)

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital

(b) Reserves and Surplus

(c) Money received against share warrants

(2) Share application money pending allotment

(3) Non-Current Liabilities

(a) Long-term borrowings

(b) Deferred tax liabilities (Net)



(4) Current Liabilities


(b) Trade payables



39,600,000

83,087,577

0

0

5,900

6,410,268

197,152

5,701,580

135,002,477TOTAL

1

2

3

4

5

6

7

8

9

10

11

II.Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets





(2) Current assets


(b) Inventories





1,776,235

0

64,227,357

31,467,070

2,632,588

17,463,190

17,436,037

135,002,477

2,167,317

0

226,927,867

18,965,412

6,568,820

5,363,247

0

259,992,663

12

13

14

15

16

17

18

19

20

21

22

39,600,000

69,106,704

0

0

16,344

641,003

149,056,880

1,571,732

259,992,663

TOTAL







57


CONSOLIDATED FINANCIAL STATEMENTS OF ERP SOFT SYSTEMS LIMITED AND SUBSIDIARIESSTATEMENT OF PROFIT AND LOSS 31st March, 2014

ParticularsNoteNo.

Year Ended

31-03-2014 31-03-2013

(Amount in Rs.)


II. Other Income

III. Total Revenue (I +II)

287,139,506

2,669,396

289,808,902

331,162,521

5,043,651

336,206,172

IV. Expenses:






Financial costs


Other expenses

Total Expenses

0

0

0

41,318,961

0

391,082

234,785,971

276,496,014

0

0

0

22,878,027

0

165,807

304,591,132

327,634,966

23

24

25

26

27

28

29

30

31

V. Profit before exceptional and extraordinary items and tax

VI. Exceptional Items

VII. Profit before extraordinary items and tax (V - VI)

VIII. Extraordinary Items

IX. Profit before tax (VII - VIII)

13,312,888

0

13,312,888

0

13,312,888

8,571,206

0

8,571,206

0

8,571,206

(III - IV)

32

33

X. Tax expense:

(1) Current tax

(2) Income Tax - Previous Year

(2) Deferred tax

XV. Profit/(Loss) for the period

4,175,000

(10,444)

0

9,148,332

1,192,000

(472)

149,508

7,529,186

XVI. Earning per equity share:

(1) Basic

(2) Diluted

2.31 1.90







58


CASH FLOW

ParticularsAs at

31-03-2014 31-03-2013

(Amount in Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES







Net Profit/Loss Before Tax

Adjustments:

Depreciation

Preliminary & Deferred revenue expenditure

(Profit/Loss on Sale of Fixed Assets (Net)

Intrest Paid

Operating Profit before working capital

Working Capital Changes :

Trade and Other receivables

Loans and Advances

Trade and Other payables

133.13

3.91

0.00

0.00

0.00

137.04

0.00

(125.00)

(228.05)

1803.66

1587.65

85.71

1.65

0.00

0.00

0.00

87.36

0.00

235.24

89.37

(882.00)

(470.03)

B. CASH FLOW FROM INVESTING ACTIVITIES

Additions to Fixed Assets (including capital WIP)

and advance on Capital account

Increase/Decrease in Investments

Net Cash used in Investing activities

(1627.00)

(1627.00)

491.69

491.69

C. CASH FLOW FROM FINANCING ACTIVITIES

Process from issue of share capital

Share Premium

Subsidy received

Application money pending payment

Proceeds from borrowings (Net)

Preliminary issue expenditure

Dividend paid

Net cash from Financing activities

Net Increase in cash and cash equivalents during the period

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

(39.35)

65.68

26.33

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

21.66

44.02

65.68

59



31-3-2013

CONSOLIDATED FINANCIAL STATEMENTS OF ERP SOFT SYSTEMS LIMITED AND SUBSIDIARIES SCHEDULE FORMING PART OF BALANCE SHEET

( In Rupees )

SCHEDULE - 1

Share Capital

Authorised Share Capital


Issued, subscribed and paid up capital


SCHEDULE - 2

Reserves and Surplus

SCHEDULE 2 - RESERVES AND SURPLUSES

Translation Reserve

Balance brought forward from previous period

Additons/(Deletions)

Currency Translation Reserve

Profit and Loss Account


Profit for the year

Balance carried forward

Summary of Reserves and Surpluses


Additions

Deletions

Balance Carried Forward

9,314,255

4,832,541

14,146,796

65,397,708

9,148,332

74,546,039

69,106,704

13,980,873

0

83,087,577

6,721,923

2,592,332

9,314,255

57,868,522

7,529,186

65,397,708

63,881,473

5,225,231

0

69,106,704

60



31-3-2013


( In Rupees )

SCHEDULE - 10


Accounts Payable

Credit Cards Outstanding

Shiva Duvvuru Checking Account

Other Current Liablities

NKG Online Pvt Ltd

Ideative Digital Pvt Ltd

Total Other Current Liablities

0

0

0

197,152

0

0

197,152

147,230,732

41,014

1,930,820

-859,464

286,106

427,672

149,056,880

SCHEDULE - 11


Provision for Income Tax

Other Provisions

5,367,000

334,580

5,701,580

1,192,000

379,732

1,571,732

SCHEDULE - 3

Money received against share warrants

SCHEDULE - 4

Long-term borrowings

SCHEDULE - 5

Deferred tax liabilities (Net)

SCHEDULE - 6


SCHEDULE - 7


SCHEDULE - 8


SCHEDULE - 9

(b) Trade payables

Libertycom, LLC

0

0

5,900

0

0

0

6,410,268

0

0

16,344

0

0

0

641,003

61


SCHEDULE - 12

(a) Fixed assets

(i) Tangible assets

Furniture & Fixtures

Vehicles

- Hero Honda Bike

- Car

Office Equipment

- Air Conditioner

Computer & Peripharals

Printer

Computer Software

Less : Accumalated Depreciation

Total Fixed Assets

854,260

35,000

627,580

66,501

8,080,930

11,438

1,996,079

(9,895,553)

1,776,235

854,260

35,000

627,580

66,501

8,080,930

11,438

1,996,079

(9,504,471)

2,167,317


31-3-2013


( In Rupees )

SCHEDULE - 13


SCHEDULE - 14


SCHEDULE - 15


SCHEDULE - 16


SCHEDULE - 17


SUBSIDIARY

PARTNERSHIP FIRM

ERP Info Systems

Yashavee Investment Consultants

Protech Hedge Fund

OTHERS

Unifi Wealth Management Limited (PMS)

Hamsa KPO Service Pvt Ltd

Sagar Power Pvt. Limited

0

0

0

0

0

48,460,978

13,600,000

0

501,379

165,000

1,500,000

64,227,357

0

0

0

0

0

53,332,244

13,600,000

157,728,970

601,653

165,000

1,500,000

226,927,867

62



31-3-2013


( In Rupees )

SCHEDULE - 20


Cash at Bank

Cash on Hand

Total Cash and cash equivalents

2,433,949

198,639

2,632,588

198,558

6,370,262

6,568,820

SCHEDULE - 21


Advances : Staff Loan

Advances : Kingmaker Technlogies

Advance Income Tax

TDS Receivable

Tax Planning International

Advances Others

Total Short term Loans & advance

0

1,000,000

2,000,000

774

54,090

14,408,326

17,463,190

135,279

1,000,000

1,350,000

774

48,950

2,828,244

5,363,247

SCHEDULE - 22


Accounts Payable

Credit Cards Outstanding

Shiva Duvvuru Checking Account

Other Current Liablities

NKG Online Pvt Ltd

Ideative Digital Pvt Ltd

Total Other Current Assets

0

7,870,965

89,032

9,213,244

262,796

0

0

17,436,037

0

147,230,732

41,014

1,930,820

-859,464

286,106

427,672

149,056,880

SCHEDULE - 18

(b) Inventories

SCHEDULE - 19


Accounts Receivable

Total Receivable

0

31,467,070

31,467,070

0

18,965,412

18,965,412

63



31-3-2013


( In Rupees )

SCHEDULE - 24

II. Other Income

Interest Income

Income from Capital Gains

Dividend Income

Other Income

Foreign Exchange Gain/Loss

Total Other Income

1,387

-98,150

9,586

4,254,572

(1,497,999)

2,669,396

13,057

7,324

(63,540)

5,210,345

(123,534)

5,043,651

SCHEDULE - 25


SCHEDULE - 26


SCHEDULE - 27



SCHEDULE - 28


Staff Salary & Bonus

Staff Welfare

Total Employee benefit expense

0

0

0

41,318,961

55,953

41,374,914

0

0

0

22,822,074

55,953

22,878,027

SCHEDULE - 29

Financial costs 0 0

SCHEDULE - 23


Income from Sales

Total Revenue from operations

287,139,506

287,139,506

331,162,521

331,162,521

64



31-3-2013


( In Rupees )

SCHEDULE - 30



- Computer Peripharals

- Computer Software

- Printer

- Air-Conditioner


- Motor Cycle

- Car

Total Depreciation

9,435

12,222

300,435

1,747

3,578

0

3,325

60,340

391,082

9,435

12,222

75,160

1,747

3,578

0

3,325

60,340

165,807

65



31-3-2013


( In Rupees )

SCHEDULE - 31

Other expenses

10,875

15,000

5,871

103,696

962,555

35,126

220,096,289

259,046

188,432

4,305

13,008

0

26,517

183,376

64,674

142,696

63,689

37,350

6,657,483

79,649

93,795

626,579

151,461

39,824

30,209

4,579,893

55,902

136,696

109,808

12,167

234,785,971

Advertisement

Audit Fees

Automobile Expenses

Bank Service Charges

Employee Visa Cost

Books and Periodicals

Contract Charges

Communication Expenses

Client Reimbursement

Credit Card Expenses

Dues and Subscriptions

Donation

Electricity Charges

Insurance

Licenses and other fees

Listing Fees

Miscellaneous

Office Maintenance

Professional Fees

Office Supplies

Repairs and Maintenance

Rent

Software Purchase others

Small Equipment

Share Transfer Expenses

Travelling and Conveyance

Taxes

Website

Training Expenses

Investment Expenses

11,985

56,750

10,914

122,959

0

29,160

298,535,930

324,017

374,014

33,664

0

24,176

19,546

121,334

10,956

41,572

178,347

50,492

715,951

30,769

58,332

705,425

85,706

139,754

23,731

2,473,488

272,050

95,041

20023

25,046

304,591,132

SCHEDULE - 32

VI. Exceptional Items 0 0

66


Form No. MGT-11

Proxy form[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the

Companies (Management and Administration) Rules, 2014]

CIN: L67120TN1994PLC029563Name of the company: ERP Soft Systems LimitedRegistered office: No. A Block - 21, 4th Street Anna Nagar,

Chennai – 600102.

Name of the member(s):

Registered Address:

E-mail Id:

Folio No./Client Id:

DP ID:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1. Name : ……………………Address :E-mail Id :Signature: ……………., or failing him

2. Name : ……………………Address:E-mail Id :Signature: ……………., or failing him

3. Name : ……………………Address:E-mail Id:Signature: …………….

thas my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 20 thAnnual General Meeting of the company, to be held on the 30 day of September at

10.00 a.m. at No. A Block - 21, 4th Street Anna Nagar, Chennai – 600102, and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

1 Approval of financial statements for the year ended 31.03.2014.

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2 Appointment of Mrs. D. Sarojanamma as Director who retires by rotation.3 Appointment of statutory auditors and fixation of their remuneration.4 Appointment of Ms. R. Kamala Mohan as Independent Director.5 Appointment of Mr. P.V. Srinivasa Rao as Independent Director.6 Alteration of Articles of Association as per Companies Act, 2013.

Signed this …..… day of………… 2014

Signature of shareholder

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Revenue

Stamp

ERP SOFT SYSTEMS LIMITED No. A Block - 21, 4th Street Anna Nagar, Chennai – 600102.

ATTENDANCE SLIP(Please present this slip at the Meeting venue)

thI hereby record my presence at the 20 Annual General Meeting of the members of the thcompany to be held on Tuesday, the 30 day of September, 2014 at 10.00 A.M at No. A

Block - 21, 4th Street Anna Nagar, Chennai – 600102.

Shareholders/Proxy's Signature___________________________________

Shareholders/Proxy's full name___________________________________ (In block letters) Folio No. / Client ID___________________

No. of shares held_________

Note:

Shareholders attending the meeting in person or by proxy are required to complete the attendance slip and hand it over at the entrance of the meeting hall.

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erp soft - bombay stock exchange€¦ · company at a21 anna nagar, chennai-600102 to transact the...

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