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Important Communica on to Members

The Ministry of Corporate Aff airs has taken a “Green Ini a ve in Corporate Governance” by allowing paperless compliances by companies and has issued circulars sta ng that service of no ce / other documents including Annual Report can be sent by e-mail to its members. To support this green ini a ve of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Par cipants. Members who hold shares in physical form are requested to provide their e-mail id to the Company at the following e-mail id or to the Registrar at the following address, quo ng their folio reference.

gogreen@aurumso systems.com

Cameo Corporate Services Limited“Subramanian Building” No.1, Club House Road Chennai - 600 002Email: [email protected]

Board of Directors

Mr. S. RamakrishnanChairman

Mr. Srikanth RamanathanManaging Director

Mr. K. S. Vaidyanathan

Mr. V. Ganapathi Subramanian

Mr. K. Balaji

Chief Financial Offi cer & Company Secretary

Mr. S. Arun Kumar

Registered Offi ce

New No. 15, Old No. 6Besant Avenue, Adyar, Chennai - 600020Tel: 044 - 42187785 / 42187794www.aurumso systems.com

CONTENTS PAGENo ce 2

Directors’ Report & Management Discussion and Analysis Report 6

Corporate Governance Report 13

STANDALONE FINANCIAL STATEMENTSIndependent Auditor’s Report 25

Balance Sheet 28

Statement of Profi t and Loss 29

Cash Flow Statement 30

Notes forming part of the fi nancial statements 31

CONSOLIDATED FINANCIAL STATEMENTSIndependent Auditor’s Report on Consolidated Financial Statements 45

Consolidated Balance Sheet 46

Consolidated Statement of Profi t and Loss 47

Consolidated Cash Flow Statement 48

Notes forming part of the consolidated fi nancial statements 49

A endance Slip / Proxy Form 63

Auditor

Mr. S. RamanathChartered Accountant1A, East Street, AgraharamSinganallur, Coimbatore – 641 005

Bankers

ICICI Bank LimitedThe Lakshmi Vilas Bank LimitedState Bank of IndiaIndusind Bank

Registrar and Transfer Agent

Cameo Corporate Services Limited“Subramanian Building”1, Club House Road, Chennai - 600002

NOTICE IS HEREBY GIVEN THAT THE 19TH ANNUAL GENERAL MEETING OF THE MEMBERS OF AURUM SOFT SYSTEMS LIMITED WILL BE HELD ON FRIDAY, THE 27TH DAY OF SEPTEMBER 2013 AT 10 A.M. AT THE CONFERENCE CENTRE MINI HALL, NEW NO:24 OLD NO:58 , 2ND MAIN ROAD, R.A.PURAM, CHENNAI 600028, TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS

To receive, consider and adopt the Audited Balance 1. Sheet of the Company as at 31st March 2013, the statement of Profi t and Loss for the year ended on that date and the Report of the Directors and the Auditors thereon.

To appoint a Director in place of Mr. K. S. Vaidyanathan, 2. who re res by rota on and being eligible, off ers himself for re-appointment.

To appoint a Director in place of Mr. S. Ramakrishnan, 3. who re res by rota on and being eligible, off ers himself for re-appointment.

To appoint Auditor and to fi x his remunera on and in 4. this regard to consider and, if thought fi t, to pass with or without modifi ca on(s), the following resolu on as an Ordinary Resolu on:

“RESOLVED THAT the re ring auditor, Mr. S. Ramanath, Chartered Accountant, Coimbatore (Membership number 29416), be and is hereby re-appointed as the Auditor of the Company, to hold offi ce from the conclusion of this Annual General Mee ng un l the conclusion of the next Annual General Mee ng of the Company on such remunera on as may be fi xed by the Board of Directors of the Company on the recommenda on of the Audit Commi ee.”

SPECIAL BUSINESS

To consider and, if thought fi t, to pass with or without 5. modifi ca on(s), the following resolu on as an Ordinary Resolu on:

“RESOLVED THAT pursuant to the provisions of Sec on 269 and other applicable provisions, if any, of the Companies Act, 1956 (“the Act”) read with Schedule XIII of the Act, approval of the Company

be and is hereby accorded for re-appointment of Mr. Srikanth Ramanathan as Managing Director of the Company for a period of one (1) year with eff ect from February 6, 2013 without any remunera on except telephone / mobile connec on for offi cial use.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, ma ers and things as may be necessary for the purpose of giving eff ect to this resolu on.”

By Order of the Board of Directors

Place: Chennai S. Arun Kumar

Date: August 6, 2013 Chief Financial Offi cer and Company Secretary

NOTES:

1. Appointment of Proxy

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND ON POLL TO VOTE INSTEAD OF HIMSELF. THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A BLANK FORM OF PROXY IS ENCLOSED HEREWITH AND, IF INTENDED TO BE USED, IT SHOULD BE RETURNED DULY COMPLETED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE SCHEDULED TIME OF THE COMMENCEMENT OF ANNUAL GENERAL MEETING.

2. Appointment of Authorised Representa ves

No person shall be en tled to a end or vote at the mee ng as a duly authorized representa ve of any body corporate which is a shareholder of the Company, unless a copy of the resolu on appoin ng him/her as a duly authorized representa ve, cer fi ed to be a true copy by the Chairman of the mee ng at which it was passed, is fi led with the Company.

3. The relevant Explanatory Statement pursuant to Sec on 173(2) of the Companies Act, 1956 in respect of business item no. 5 above, is annexed hereto.

4. Informa on under Clause 49 of the lis ng agreement(s) regarding re-appointment of Managing Director and Directors is annexed hereto.

NOTICE

2

5. Closure of Register of Members

The Register of Members and Share Transfer Books of the Company will remain closed from Monday, September 23, 2013 to Friday, September 27, 2013 (both days inclusive).

6. Compulsory Trading of Shares of the Company in Dematerialised (Demat) Form

The shares of the Company are compulsorily traded in dematerialised mode. The Company has signed agreements with both the depositories i.e. Na onal Securi es Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

7. Inspec on of Registers and Documents

All the documents referred to in the accompanying no ce, the Register of Directors’ shareholding and the Register of Contracts maintained under Sec ons 307 and 301 of the Companies Act, 1956, respec vely, are open for inspec on at the registered offi ce of the Company up to the date of Annual General Mee ng. Register of Directors’ shareholding shall be open for inspec on up to 3 days a er the Annual General Mee ng.

8. SHAREHOLDERS MAY KINDLY NOTE THAT NO GIFTS/COUPONS WILL BE DISTRIBUTED AT THE ANNUAL GENERAL MEETING.

9. Shareholder Queries

In case you have any query rela ng to the enclosed Annual Accounts or about the opera ons of the Company, you are requested to send the same to the Chief Financial Offi cer and Company Secretary at the Registered Offi ce of the Company at least seven days before the date of Annual General Mee ng so that the informa on can be made available at the mee ng.

10. Registrar and Transfer Agent

Cameo Corporate Services Limited (Cameo) is the Registrar and Transfer Agent of the Company. All investor related communica on may be sent to the following address:

Cameo Corporate Services Limited“Subramanian Building”1, Club House Road, Chennai - 600002Contact Person: Mr. R.D. Ramasamy, DirectorTel: 044 – 28460390Email: [email protected]

11. For eff ec ng changes in address/bank details/ECS (Electronic Clearing Service) mandate; members are requested to no fy:

(i) the Registrar and Transfer Agent of the Company, if shares are held in physical form; and

(ii) their respec ve Depository Par cipant (DP), if shares are held in demat form.

12. Members who hold shares in the physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in a single name are advised, in their own interest, to avail of the nomina on facility by comple ng and submi ng Form 2B. Blank forms will be supplied by the Company’s Registrar and Transfer Agent on request. Members holding shares in the dematerialised form may contact their Depository Par cipant for recording the nomina on in respect of their shares.

13. Members/Proxies are requested to kindly take note of the following:

(i) copies of Annual Report will not be distributed at the venue of the mee ng.

(ii) A endance Slip, as sent herewith, is required to be brought at the venue duly fi lled in and signed, for a ending the mee ng.

(iii) entry to the hall will be strictly on the basis of the entrance slip, which shall be provided at the counters at the venue, in exchange of duly completed and signed A endance Slips.

(iv) Folio No./ DP & Client ID No. may please be quoted in all correspondence with the Company and/or the Registrar and Transfer Agent.

14. Members who have not encashed their dividend warrant(s) for the fi nancial years 2009-10 and 2010-11, are requested to make their claims without any delay to the Company’s Registrar and Transfer Agent.

Explanatory statement pursuant to Sec on 173(2) of the Companies Act, 1956

The following explanatory statement sets out all material facts rela ng to item no. 5 of the accompanying no ce:

No ce

3

Item no. 5

Mr. Srikanth Ramanathan was re-appointed as Managing Director of the Company for a period of 1 year with eff ect from February 6, 2012. Accordingly, his term as Managing Director of the Company ended on February 5, 2013. The Board of Directors has based on the recommenda on of the Remunera on Commi ee, re-appointed Mr. Srikanth Ramanathan as Managing Director for a period of 1 year with eff ect from February 6, 2013, subject to approval of Shareholders.

Mr. Srikanth Ramanathan has expressed his desire to not draw any remunera on from the Company and accordingly, he will not be paid any remunera on except telephone / mobile connec on for offi cial use.

The Managing Director so long as he func ons as such shall also not be paid any si ng fees for a ending the mee ngs of Board or Commi ees thereof and will also not be liable to re re by rota on.

This may be treated as an abstract of the terms and condi ons of appointment of the Managing Director under the provisions of Sec on 302 of the Companies Act, 1956.

Mr. Srikanth Ramanathan holds 2068500 equity shares represen ng 3.18% of the share capital of the Company and he is also the promoter of the Company.

None of the directors except Mr. Srikanth Ramanathan is interested in the resolu on.

The Board of Directors recommends the resolu on for re-appointment of Mr. Srikanth Ramanathan as Managing Director for your approval.

By Order of the Board of Directors

Place: Chennai S. Arun Kumar

Date: August 6, 2013 Chief Financial Offi cer and Company Secretary

4

Brief par culars of Managing Director / Directors being re-appointed are as under:

Name of the Director Mr. Srikanth Ramanathan

Mr. K.S. Vaidyanathan Mr. S. Ramakrishnan

Date of Appointment February 6, 2009 December 19, 2008 March 15, 2011Age 43 years 51 years 47 yearsQualifi ca on Master of Business

Administra on (MBA)Bachelor of Arts, Bachelor of Law

Bachelor of Engineering

Brief profi le Mr. Srikanth Ramanathan has around 20 years of diverse experience in the areas of Sales & Marke ng, Business Development and Opera ons, Informa on Technology Consul ng Services and Administra on.

Mr. K.S. Vaidyanathan is an advocate prac cing for the past 20 years in areas like Civil and Property law, Family Law and counselling, Civil Arbitra on and Concilia on.

Mr. S. Ramakrishnan, a Civil Engineering Graduate of Indian Ins tute of Technology (IIT), has more than two decades of project management experience. Ramakrishnan has managed a wide range of Residen al, Commercial and Industrial projects across mul ple loca ons in India.He has mul - disciplinary exper se and has worked with interna onal customers in the US, Europe and Asia Pacifi c Markets to deliver challenging projects to Fortune 500 clients.

Directorships held in other Companies

Dimensions Proper es Private Limited

Q-Pro Consul ng Engineers Private Limited

1. Harmony Residences Private Limited2. ICON Infotech Services Private Limited

Memberships/ Chairmanships of Commi ees across other Public Companies

Nil Nil Nil

Shares held in the Company

2068500 Nil Nil

No ce

5

DIRECTORS ’ REPORTDear Members,

Your Directors are pleased to present the report on our business and opera ons of your Company along with the audited accounts for the fi nancial year ended March 31, 2013.

A. Results of opera on

Par culars31-03-2013

(`)31-03-2012

(`)31-03-2013

(`)31-03-2012

(`)Consolidated Standalone

Revenue from opera on and other income 1,114,691,747 974,838,848 174,241,508 185,832,226Earnings before Deprecia on and amor za on

35,970,196 37,071,078 11,919,129 14,106,510

Deprecia on and amor za on 19,062,007 20,826,062 10,785,788 10,785,788Profi t Before Tax 16,908,189 16,245,016 1,133,341 3,320,722Less : Provision for Taxa on Income Tax 440,791 934,129 477,706 723,321 Deferred Tax 1,019,318 (2,195,478) 300,998 109,732 MAT Credit En tlement - 224,055 - 224,055Profi t A er Tax 15,448,080 17,282,310 354,637 2,263,614

B. Dividend

Your directors have decided to u lize the internal accruals for future growth. Hence, your Directors have not recommended any dividend for the current year. Your Directors believe that this will increase the long-term shareholder value.

C. Withdrawal of Amalgama on

Your Company ini ated the Amalgama on of Point Red Telecom Limited with the Company during October 2011. During the fi nancial year 2012-13, there has been a signifi cant down turn in the fi nancial posi on and profi tability of Point Red Telecom Limited. The 4G and WiMAX equipment business in which Point Red Telecom Limited is engaged is also facing a signifi cant slowdown and instability. In view of this, your directors felt that the synergies and benefi ts expected from the business combina on may not be achieved and have decided to call-off the amalgama on of Point Red Telecom Limited in the interest of the Company and its shareholders.

D. Management Discussion and Analysis report

Industry structure and developments *

Financial year 2013 has been a year of transi on and transforma on for the IT-Business Process Management industry as it toiled hard to con nue its growth trajectory

albeit at a slower pace despite global economic uncertainty. Uncertainty and modera on of economic ac vity across the world was the highlight of the year.

In the face of a vola le economic environment, 2012 recorded a steady growth for technology and related services sector, with worldwide spending of USD 1.9 trillion, a growth rate of 4.8 per cent over 2011. Business Process Management services with 4.9 per cent (slightly above industry average) contributed majorly to the growth. IT, BPM services and so ware products con nued to lead, accoun ng for over USD 1 trillion - 58 per cent of the total IT spend. In line with growth in global IT spend, global sourcing market also grew to USD 124-130 billion, growth of 9 per cent over 2011 - nearly twice the growth of global IT spend.

Increased acceptance of pla orm BPM solu ons was the key highlight, as providers increasingly focused on transforming client businesses through a mix of re-engineering skills, technology enablement, and new service delivery methods.

For the industry to con nue on the growth path and to counter the challenges of emerging alterna ve outsourcing des na ons, it will have to mi gate various challenges it faces at the macro, opera onal and ecosystem level.

* Excerpts from Execu ve Summary of the Strategic Review 2013, NASSCOM

6

* Excerpts from Execu ve Summary of the Strategic Review 2013, NASSCOM

Opportuni es *

The global economy is set to improve 2013 onwards, with global GDP expected to increase by 3.5 per cent in 2013 and further by 4.1 per cent in 2014. Business process management spending in 2013 is expected to be increasingly driven by F&A and procurement segments, followed by HR outsourcing and customer care. Global IT-BPM spend is expected to grow between 5-6 per cent over the next two years and global sourcing is set to grow faster – at about 7-8 per cent during 2013.

India con nues to be the global sourcing leader, but the total global sourcing (IT+BPM) market of USD 124-130 billion accounts for only a li le over 10 per cent of global IT-BPM spend – highligh ng the s ll large, untapped market opportunity.

The BPM segment that has also been reinven ng itself in the past few years is expected to be the fastest growing at 12.2 per cent and es mated to gross USD 17.8 billion in FY2013.

Your Company is suitably posi oned to explore and exploit these opportuni es by enhancing our exis ng capabili es, developing new capabili es and expanding focus to new services and ver cals.

Segment-wise performance

The en re revenue (except other income) of your Company and its subsidiaries is a ributable to Informa on Technology and Consul ng services. For segment wise performance of the group from the diff erent Geographies, refer note 24 in the notes forming part of the Consolidated fi nancial statement.

Future Business Outlook

The fi nancial year 2012-13 has been a landmark year for your Company. Your company’s revenue on a consolidated basis crossed the Rs. 100 crore mark for the fi rst me. Your company registered a consolidated revenue of Rs. 111.47 crore during the fi nancial year 2012-13.

Consequent to the withdrawal from the business combina on envisaged with Point Red Telecom Limited, your company would con nue to concentrate on its core business viz., IT services and consul ng and would strive to scale it up.

Business process management spending in 2013 is expected to be increasingly driven by F&A and procurement

segments, followed by HR outsourcing and customer care. Global sourcing industry is expected to grow at about 7-8 per cent during 2013. This provides abundant opportuni es for your company to exploit.

Presently, your company serves over 200 clients worldwide and has a strong team of 1500+ technical consultants working on various project assignments across the globe. With the exper se and available talent pool, your company is favorably posi oned to take advantage of the opportuni es presented.

Your Company strives to engage itself as a ‘strategic partner’ of its customers, rather than just a pure ‘technology service provider’. This enables the company to provide services which are increasingly focused on transforming client businesses. Your Company con nues to adopt a customer centric approach thereby con nuing to grow up the value chain by providing both end-to-end and value added services across ver cals.

Risks and concerns

At present, your Company’s Resourcing business in India is a single client (i.e. Accel group of companies) driven business. In case your Company is not able to win other clients for providing Resourcing Business, the same might affect scalability of your Company’s Resourcing business.

A signifi cant por on of our group’s revenues are from Dubai, Singapore and USA. Hence an economic slowdown in any of these countries would signifi cantly impact our groups’ performance.

While cost-arbitrage con nues to be a signifi cant driver of the IT-BPM business for most customers, the associated benefi ts will diminish over me with changes in underlying factors and this could have a signifi cant impact on your Company’s performance.

Our business is highly people driven and the business is dependent on ability of the group to hire and retain skilled technology professionals.

Adverse currency movements and wage infl a on would put signifi cant pressure on the groups’ opera ng margins.

Your Company has well-laid out risk management and mi ga on policy which helps minimize some of these risks. Your Company reviews the risks faced on a regular basis and takes steps to manage and mi gate the same.

Directors’ Report

7

Internal control systems and their adequacy

Your Company adopts strong internal control systems to ensure op mal u liza on and protec on of assets, mely compliance with the statutory provisions and facilitate accurate and mely compila on of fi nancial statements and other reports to the management. The en re evalua on of internal controls of your company is carried out by the Chief Financial Offi cer. The Audit Commi ee then on a periodic basis, reviews the adequacy of Internal Control Systems.

Discussion on fi nancial performance of the Company and the Group

Share Capital and Premium

During the year, the company has increased the Authorised Share Capital from ̀ 15 crores to ̀ 41 crores. The authorized share capital now consists of 13,70,00,000 equity shares of ` 2 each and 6,80,00,000 Non-Cumula ve op onally conver ble preference shares of ` 2 each.

The paid-up equity share capital of the Company stood at ` 1302 lakhs as at March 31, 2013 and the securi es premium as on that date stood at ̀ 1838 lakhs. No equity or preference shares were issued during fi nancial year 2012-13.

Turnover and Profi tability

Your company’s revenue from operations for financial year 2012-13 on a standalone basis was ` 1697.10 lakhs compared to ` 1797.84 lakhs during the previous financial year. The dip in revenue is on account of reversal of the gratuity component from the billings as agreed to with the clients. Other income for the financial year 2012-13 stood at ` 45.32 lakhs compared to ` 60.48 lakhs during the previous financial year. The Profit after tax was ` 3.55 lakhs during financial year 2012-13 compared to ` 22.64 lakhs during the previous financial year. This was primarily on account of ` 20.50 lakhs incurred on increase in the authorized share capital and amalgamation expenses.

The consolidated revenue from opera ons rose to ` 11086.39 lakhs compared to ` 9690.62 lakhs during the previous fi nancial year. Other income on consolidated basis for fi nancial year 2012-13 was ` 60.53 lakhs compared to ` 57.77 lakhs during the previous fi nancial year. The profi t before tax on consolidated basis rose marginally to ` 169.08 lakhs compared to ` 162.45 lakhs during fi nancial year 2011-12.

Reserves

The balance in the Statement of Profi t and Loss on a standalone basis as at March 31, 2013 stood at ̀ 111.42 lakhs and that on a consolidated basis stood at ` 475.93 lakhs.

Investments

Investment in wholly owned subsidiary is carried in the books at cost. The same stood at ` 2205 lakhs as at March 31, 2013. The company does not have any other investment.

Goodwill on consolida on

The Goodwill arising on consolida on of all the subsidiaries stood at ` 1286.45 lakhs as at March 31, 2013.

Trade Receivables

The trade receivables increased to ` 187.40 lakhs as at March 31, 2013 compared to ` 164.18 lakhs as at the end of the previous fi nancial year.

The total trade receivables of the group on a consolidated basis increased to ` 2318.95 lakhs as at March 31, 2013 compared to ` 2108.67 lakhs as at the end of the previous fi nancial year. This increase in trade receivables was in line with the increase in the revenue from opera ons on a consolidated basis.

Cash and Bank Balance

The Cash and Bank balance represents bank balance and amounts placed in fi xed deposits with Banks. On standalone basis, the company had a cash and bank balance of ` 56.39 lakhs and ` 54.75 lakhs had been placed in fi xed deposits with banks.

On a consolidated basis, the Cash and Bank balance including fi xed deposits was ` 417.42 lakhs as at March 31, 2013 compared to ` 373.28 lakhs as at the end of the previous fi nancial year.

Fixed Assets

On a standalone basis, there was no addi on to fi xed asset. The net tangible assets as at March 31, 2013 was ` 5.48 lakhs and intangible assets stood at ` 311.84 lakhs.

On a consolidated basis, the net tangible assets as at March 31, 2013 was ` 87.56 lakhs and intangible assets stood at ` 411.17 lakhs.

Loans and Advances

On standalone basis, short-term loans and advances stood at ` 4.26 lakhs as at March 31, 2013 compared to

8

` 4.30 lakhs as at the end of the previous fi nancial year. Long term loans and advances increased to ` 600.80 lakhs compared to ` 437.08 lakhs. The increase was on account of the addi onal loan of ̀ 56.25 lakhs lent to the Company’s wholly-owned subsidiary M/s. Dicetek (Sing) Pte Limited, Singapore. There is also an increase in the Tax deducted at source by the clients. As agreed with the clients, the gratuity is debited to the account of the client and is payable by the client as and when the same is payable to the employees. Gratuity receivable of ` 51.57 lakhs also contributed to the increase in the long term loans and advances. Other current assets stood at ` 23.47 lakhs compared to ` 13.29 lakhs during the previous fi nancial year. The increase was on account of increase in the interest outstanding on the loan extended to the wholly owned subsidiary.

On a consolidated basis, short-term loans and advances stood at ` 427.12 lakhs as at March 31, 2013 compared to ` 115.54 lakhs during the previous fi nancial year. The increase is mainly on account of advance given for product development. Long-term loans and advances stood at ` 374.21 lakhs compared to ` 245.67 lakhs.

Liabili es and provisions

On a standalone basis, provision for bonus stood at ` 44.92 lakhs as at March 31, 2013 compared to ̀ 47.31 lakhs during the previous fi nancial year. On a consolidated basis, short-term provision for employee benefi ts like bonus, leave salary, Annual air fare etc., stood at ` 232.63 lakhs compared to ` 201.43 lakhs.

Provision for gratuity on a standalone basis stood at ` 53.38 lakhs compared to ` 28.42 lakhs during the previous fi nancial year. On a consolidated basis, provision for gratuity stood at ` 153.22 lakhs.

Trade payables on a standalone basis stood at ` 1.35 lakhs. Other current liabili es stood at ` 129.45 lakhs. Of this, ` 106.39 lakhs represents salary payable which has been subsequently paid.

On a consolidated basis, trade payables stood at ` 286.92 lakhs compared to ` 154.22 lakhs. Other current liabili es stood at ` 880.69 lakhs. Of this, ` 764.56 lakhs represents salary payable which has been subsequently paid.

Long-term borrowings on a consolidated basis stood at ` 14.30 lakhs compared to ` 20.23 lakhs as at the end of the previous fi nancial year. These represent the

vehicle loans borrowed by the Company’s wholly owned subsidiary M/s. Dicetek LLC., Dubai. Short-term borrowings on a consolidated basis stood at ` 34.74 lakhs compared to ` 70.96 lakhs during the previous fi nancial year. These represent the vehicle loans and bills discounted by the Company’s wholly owned subsidiary M/s. Dicetek LLC., Dubai.

Human Resources

With the available abundant experience and exper se of our employees, your company believes that Human Resource is the major asset. Your Company has a long term strategy to a ract and retain the best talents. Since your Company’s business is highly people driven, development and reten on of human resources is one of the key challenges.

As at March 31, 2013, your Company and its subsidiaries had 1542 employees on its rolls.

E. Directors

Mr. Srikanth Ramanathan was re-appointed as Managing Director of the Company for a period of 1 year with eff ect from February 6, 2012. Accordingly, his term as Managing Director ended on February 5, 2013. The Board of Directors of the Company based on the recommenda on of the Remunera on commi ee have re-appointed Mr. Srikanth Ramanathan as Managing Director for a period of one year with eff ect from February 6, 2013. Mr. Srikanth Ramanathan has expressed his desire to not draw any remunera on from the company and accordingly, he is not being paid any remunera on w.e.f. January 1, 2012. The Board of Directors recommend the re-appointment of Mr. Srikanth Ramanathan as Managing Director for a period of 1 year with eff ect from February 6, 2013.

In accordance with the requirements of the Companies Act, 1956 and the Ar cles of Associa on of the Company, Mr. S. Ramakrishnan and Mr. K.S. Vaidyanathan, Directors, re re by rota on at the forthcoming Annual General Mee ng of the Company and being eligible, off er themselves for re-appointment.

The informa on to shareholders as per Clause 49 of the Lis ng agreement pertaining to brief resume, exper se in func onal areas, names of Companies in which Mr. Srikanth Ramanathan, Mr. S. Ramakrishnan and Mr. K.S. Vaidyanathan are Directors etc., is being provided in the No ce of the Annual General Mee ng which forms part of this Annual Report.

Directors’ Report

9

F. Auditors

Mr. S. Ramanath, Chartered Accountant, Coimbatore re res as Auditor of the Company at the forthcoming Annual General Mee ng and is eligible for re-appointment. The Company has received confi rma on that his appointment, if made, will be within the limits prescribed under Sec on 224(1B) of the Companies Act, 1956. The Directors recommend that Mr. S. Ramanath, be appointed as the Company’s auditor to hold offi ce un l the conclusion of the next Annual General Mee ng.

G. Directors’ Responsibility Statement

Your Directors’ hereby confi rm in terms of Sec on 217(2AA) of the Companies Act, 1956 that:

In the prepara on of the annual accounts for the year 1. ended March 31, 2013, the applicable accoun ng standards have been followed and there are no material departures;

The accoun ng policies listed in Note 2 to the Notes 2. forming part of the fi nancial statements have been selected and applied consistently and judgements and es mates that are reasonable and prudent made so as to give a true and fair view of the state of the aff airs of the Company at the end of the fi nancial year on March 31, 2013 and of the profi t of the Company for that year;

Proper and suffi cient care has been taken for the 3. maintenance of adequate accoun ng records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preven ng and detec ng fraud and other irregulari es;

The annual accounts for the year ended March 31, 2013, 4. have been prepared on a going concern basis.

H. Deposits

During the year, your Company has not accepted any deposits from the public.

I. Subsidiary

Your Company has 3 subsidiaries namely, Dicetek (Sing) Pte Limited, Singapore, Dicetek LLC., Dubai and Dice Technologies Inc., USA. All these subsidiaries are engaged in the business of providing IT Services and Consul ng.

As required under the Lis ng Agreements entered into with the Stock Exchanges, a consolidated fi nancial statement

of the Company and all its subsidiaries is a ached. The consolidated fi nancial statements have been prepared in accordance with the relevant accoun ng standards as prescribed under Sec on 211(3C) of the Companies Act, 1956.

Pursuant to the provisions of Sec on 212(8) of the Companies Act 1956, the Ministry of Corporate Aff airs vide its circular dated February 8, 2011 has granted general exemp on from a aching the balance sheet, statement of profi t and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief fi nancial details of the Company’s subsidiaries for the fi nancial year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed informa on will be made available to any member of the Company/its subsidiaries seeking such informa on at any point of me and are also available for inspec on by any member of the Company/its subsidiaries at the registered offi ce of the Company and also at the respec ve registered offi ce of the subsidiaries for inspec on.

The same has also been put-up on the Company’s website, www.aurumso systems.com.

J. Corporate Governance

In terms of Clause 49 of the Lis ng Agreement with the stock exchanges, a Corporate Governance Report is made part of this Annual report.

A cer fi cate from a prac cing Company Secretary regarding compliance of the condi ons s pulated for Corporate Governance under Clause 49 of the Lis ng Agreement is a ached to this report.

The declara on by the Managing Director addressed to the members of the Company pursuant to Clause 49 of the Lis ng Agreement regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also a ached to this Report.

K. Risk Management

The Managing Director of the Company is entrusted with the task of iden fying, monitoring and taking steps for mi ga ng various risks which the Company is likely to encounter as part of its business opera ons. He periodically presents to the Board and the Audit Commi ee for review,

10

the risks faced by the Company and the steps taken to mi gate the same.

L. Par culars of Employees

During the fi nancial year 2012-13, no employee of the Company has drawn remunera on in excess of the limits specifi ed under Sec on 217(2A) of the Companies Act, 1956 read with Companies (Par culars of Employees) Rules, 1975, as amended.

M. Conserva on of Energy, Technology Absorp on and Research & Development

Your Company’s power requirements are very minimal. Your Company however takes every possible step to make op mum u liza on of energy and avoid unnecessary wastage of power.

Your Company keeps itself updated with the latest technology available in the market. Your Company constantly strives to enhance state-of-the-art development standards to meet the ever growing challenges of the corporate world. Your company aims at providing future-proof and future adaptable technologies to all its clients.

N. Foreign Exchange Earnings and Outgo

During the fi nancial year 2012-13, the Company provided Technical and other support services to its subsidiary in USA.

The total foreign exchange earnings during the year was ` 13.58 lakhs. There was no expenditure incurred by the Company in foreign currency during fi nancial year 2012-13.

O. Apprecia on

Your Directors wish to place on record their apprecia on to all shareholders, customers, suppliers and bankers for their co-opera on and support extended to the Company.

Your Directors also place on record their apprecia on of the eff orts and contribu on during 2012-13 of the Company’s employees.

For and on behalf of the Board of Directors

S. RamakrishnanChennai, August 6, 2013 Chairman

Directors’ Report

11

Statement pursuant to general exemp on under Sec on 212(8) of the Companies Act, 1956 rela ng to subsidiary companies(`)

S.No Par cularsM/s. Dicetek (Sing) Pte

Limited, Singapore M/s. Dicetek LLC., Dubai M/s. Dice Technologies Inc., USA

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

Holding Company’s Interest 100%100% Subsidiary of Dicetek

(Sing) Pte Limited, Singapore100% Subsidiary of Dicetek

(Sing) Pte Limited, Singapore Exchange Rate as at March 31, 2013 43.15 14.62 53.67

1 Capital 194,175,000 4,386,000 26,363,777 2 Reserves 7,232,587 62,508,044 14,721,198 3 Total Assets 183,263,228 194,901,471 59,225,543 4 Total Liabili es 183,263,228 194,901,471 59,225,543

5Details of investment (except in case of investment in subsidiaries)

Nil Nil Nil

6 Turnover 173,450,989 633,957,698 135,704,737 7 Profi t /(Loss) before Taxa on 3,979,658 12,376,453 (556,470)8 Provision for Taxa on 718,320 - (36,915)9 Profi t /(Loss) a er Taxa on 3,261,338 12,376,453 (519,555)

10 Proposed Dividend, if any Nil Nil Nil 11 Material Changes between the end of the fi nancial year of the subsidiary company and the company’s fi nancial year ended March 31, 2013a) Fixed Assets Nil Nil Nil b) Investments Nil Nil Nil c) Money lent Nil Nil Nil

d)Money borrowed other than those for mee ng current liabili es

Nil Nil Nil

12 Net aggregate profi ts / (losses) of the Subsidiary for the current period so far as it concerns the members of the holding company:

a)Dealt with or provided for in the accounts of the holding company

Nil Nil Nil

b)Not dealt with or provided for in the accounts of the holding company

3,261,338 12,376,453 (519,555)

13Net aggregate profi ts / (losses) of the Subsidiary for the previous fi nancial year so far as it concerns the members of the holding company:

a)Dealt with or provided for in the accounts of the holding company

Nil Nil Nil

b)Not dealt with or provided for in the accounts of the holding company

4,112,774 39,305,496 10,700,945

The Company undertakes that the audited annual accounts and other related informa on of the subsidiaries, where applicable, would be made available to the shareholders upon request. The annual accounts of the subsidiaries are also available for inspec on at the registered offi ce of the company during business hours. The same has also been put-up on our website www.aurumso systems.com.

For and on Behalf of the Board of Directors

SRIKANTH RAMANATHAN S. RAMAKRISHNAN Managing Director Chairman

Place : Chennai S. ARUN KUMARDate : August 6, 2013 Chief Financial Offi cer & Company Secretary

12

A. COMPANY’S PHILOSOPHY

Good Corporate Governance is the key to business growth and is also an important tool for investor protec on. Good Corporate Governance ensures transparency in all corporate ma ers and decisions. The Company consistently subjects itself to the highest levels of Corporate Governance and aims at enhancing the value of all stakeholders concerned. Your Company complies with the Corporate Governance requirements setout in Clause 49 of the lis ng agreement.

B. BOARD OF DIRECTORS

Composi on of the Board

The Board currently consists of fi ve members. Other than the Managing Director, all the other members of the Board are Non-Execu ve and Independent Directors.

The Chairman of the Board Mr. S. Ramakrishnan is a Non-Execu ve Independent Director.

The Board members have collec ve experience in diverse fi elds like fi nance, legal and business administra on. The Directors are elected based on their qualifi ca on and experience in varied fi elds as well as company’s business needs.

Details of other Directorships

The details of the Directors, as at 31st March 2013 including the details of their other Board Directorship reckoned in line with clause 49 of the lis ng agreement, commi ee membership are given below:

REPORT ON CORPORATE GOVERNANCE

Director Category Other Directorships $Membership

of Other Board Commi ees *

Mr. S. RamakrishnanIndependent &Non-Execu ve

NIL NIL

Mr. Srikanth Ramanathan Promoter & Execu ve NIL NIL

Mr. V. Ganapathi SubramanianIndependent &Non-Execu ve

1 NIL

Mr. K.S. VaidyanathanIndependent &Non-Execu ve

NIL NIL

Mr. K. BalajiIndependent &Non-Execu ve

NIL NIL

*Includes only membership in Audit and Investor Grievance Commi ee

$ Excludes Alternate Directorships and Directorships of Private Limited Companies and Foreign Companies, wherever applicable.

Board Mee ngs

The Board of Directors meet at regular intervals with a formal schedule of ma ers specifi cally reserved for its a en on to ensure that it exercises full control over signifi cant strategic, fi nancial, opera onal and compliance ma ers. The board is regularly briefed and updated on the key ac vi es of the business and is provided with briefi ngs and presenta ons on other ma ers concerning the company on a need basis.

Corporate Governance

13

A endance Record of the Directors

Five Board Mee ngs were held during the year from 1st April 2012 to 31st March 2013. The dates on which mee ngs were held are 24th April 2012, 15th May 2012, 14th August 2012, 14th November 2012 and 5th February 2013. The me gap between any two mee ngs did not exceed 4 months. The a endance record of all the Directors is as follows:

DirectorNo. of Board Mee ngs

Last AGM a endanceHeld A ended

Mr. S. Ramakrishnan 5 5 YES

Mr. Srikanth Ramanathan 5 5 YES

Mr. V. Ganapathi Subramanian 5 5 NO

Mr. K.S. Vaidyanathan 5 5 NO

Mr. K. Balaji 5 5 NO

The full details of Directors seeking re-appointment at the ensuing Annual General Mee ng have been furnished in the No ce convening the mee ng of the Shareholders.

Membership Term

As per the provisions of the Companies Act, 1956, one-third of the Board members (other than Managing Director) who are subjected to re re by rota on shall re re every year, and the approval of the shareholders is sought for the re-appointment of the re ring Director(s) who are so eligible. The Managing Director is appointed by the shareholders for a maximum period of three years at a me, but is eligible for re-appointment upon comple on of the term.

Changes in the Board Cons tu on

During the year ended 31st March 2013, there is no change in the Cons tu on of the Board.

Availability of Informa on to Board of Directors

In terms of the Corporate Governance philosophy, all statutory and other signifi cant material informa ons are placed before the Board of Directors to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the Shareholders.

Commi ees of the Board

Various commi ees of the Board have been cons tuted to assist the Board in discharging its responsibili es. There are four commi ees cons tuted by the Board – the Allotment Commi ee, Audit Commi ee, Share Transfer and Investors’ Grievance Commi ee and the Remunera on Commi ee. The Board at the me of cons tu on of each commi ee fi xes the terms of reference for the Commi ee and also delegates powers from me to me. Various recommenda ons of the Commi ees are submi ed to the Board for approval. The minutes of the mee ngs

of all the Commi ees are circulated to the Board for its informa on.

The Quorum for mee ngs of all the above referred Commi ees is either two members or one - third of the members of the Commi ee, whichever is higher.

Shareholding of Directors

The shares held by Directors as on 31st March 2013 are given below:

S.No. Name of the DirectorNumber of

Shares

1 Mr. S. Ramakrishnan NIL

2 Mr. Srikanth Ramanathan 20,68,500

3 Mr. V. Ganapathi Subramanian NIL

4 Mr. K.S. Vaidyanathan NIL

5 Mr. K. Balaji NIL

There are no other shares or conver ble instruments held by any other Director(s).

The Company does not have Stock Op ons in force.

C. AUDIT COMMITTEE

The Company has cons tuted an Audit Commi ee comprising of Non-Execu ve Directors.

The terms of reference of the Commi ee covers all applicable ma ers specifi ed under clause 49 of the Lis ng Agreements dealing with Corporate Governance and Sec on 292A of the Companies Act, 1956.

14

Terms of Reference of the Audit Commi ee include among other things:

a. A review of:

Financial repor ng process and the fi nancial • statements before submission to the Board

Dra Directors’, Auditors’ and Management Discussion • and Analysis Report before submission to the Board

Accoun ng policies and prac ces•

Risk management policies and prac ces•

Compliance with stock exchange and legal • requirements concerning fi nancial Statements

Related party transac ons•

Internal Control systems•

Nature and scope of audit and the audit fi ndings in • consulta on with the auditors

b. Reviewing, with the management, performance of statutory auditors

c. Recommending the appointment of Auditors and fi xing their fee

d. Appointment of Chief Financial Offi cer of the Company

e. Reviewing, with the management, the statement of uses / applica on of funds raised through an issue (public issue, rights issue, preferen al issue, etc.), the statement of funds u lized for purposes other than those stated in the off er document/prospectus/no ce and the report submi ed by the monitoring agency monitoring the u lisa on of proceeds of a public or rights issue, and making appropriate recommenda ons to the Board to take up steps in this ma er.

f. To look into the reasons for substan al defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

Composi on of the Audit Commi ee

The Commi ee currently comprises of Mr. S. Ramakrishnan as the Chairman, Mr. K.S. Vaidyanathan, Mr. V. Ganapathi Subramanian and Mr. K. Balaji as its members. All the members of the audit commi ee are fi nancial literate.

The composi on of the Audit Commi ee meets the s pulated minimum number of independent Directors. The Company’s Chief Financial Offi cer and its statutory auditor

are permanent invitees to the Commi ee’s mee ngs. The Company Secretary is Secretary to the Commi ee.

Mee ngs of the Audit Commi ee

There were four mee ngs of the Audit Commi ee held during the year on 15th May 2012, 14th August 2012, 14th November 2012 and 5th February 2013 and not more than four months elapsed between any two mee ngs.

A endance of the members to the Audit Commi ee Mee ngs

The number of mee ngs a ended by each Director, as member of the Audit Commi ee is as follows:

DirectorNo. of

Mee ngs held

No. of Mee ngs a ended

Mr. S. Ramakrishnan 4 4

Mr. V. Ganapathi Subramanian 4 4

Mr. K.S. Vaidyanathan 4 4

Mr. K. Balaji 4 4

The Chairman of the Audit Commi ee was present at the last Annual General Mee ng held on September 28, 2012.

D. REMUNERATION COMMITTEE

Remunera on Policy

The Company has set up a Remunera on Commi ee in accordance with the requirements of Schedule XIII of the Companies Act, 1956 for the purpose of fi xa on of Remunera on payable to the Managing Director. The Board of Directors has authorised the Remunera on commi ee for fi xa on of the remunera on payable to the Managing Director.

a. For Managing Director

The Remunera on Commi ee determines the remunera on payable to the Managing Director on the basis of his performance as well as the Company’s performance, subject to consents as may be required.

The resolu ons for the appointment and remunera on payable to the Managing Director are approved by the shareholders of the Company. The remunera on to the Managing Director consists of a fi xed salary and other perquisites. Provident fund is provided for as per the


15

Company’s policy. Wherever applicable, the perquisites are considered a part of remunera on and taxed as per income tax laws.

Mr. Srikanth Ramanathan was re-appointed as Managing Director of the Company for a further period of 1 year w.e.f. 6th February 2013. Mr. Srikanth Ramanathan has expressed his desire to not draw any remunera on from the company. Accordingly, he was not paid any remunera on during the fi nancial year 2012-13 except telephone / mobile connec on for offi cial use.

b. For Non- execu ve Directors

The Non-Execu ve Directors are not paid any remunera on except for the si ng fees for a ending the

Board Mee ngs. There is no pecuniary rela onship or transac ons between any of the Non-execu ve Directors and the Company.

Composi on of the Commi ee

The Remunera on Commi ee comprises of Mr. S. Ramakrishnan as the Chairman, Mr. V. Ganapathi Subramanian, Mr. K. Balaji and Mr. K.S. Vaidyanathan, all of them being Non-Execu ve Independent Directors. The Commi ee deals with all elements of remunera on package of the Managing Director. One mee ng of the Remunera on Commi ee was held during the year 2012-13 on 5th February 2013, which was a ended by all the members of the Commi ee.

Details of remunera on paid to Directors for the year 2012-13 are given below:

DirectorRemunera on paid during the year 2012-13

Salary Si ng fees TotalMr. S. Ramakrishnan - 7,500 7,500

Mr. Srikanth Ramanathan - - -

Mr. V. Ganapathi Subramanian - 7,500 7,500

Mr. K.S. Vaidyanathan - 7,500 7,500

Mr. K. Balaji - 7,500 7,500

E. SHARE TRANSFER AND INVESTORS’ GRIEVANCE COMMITTEE

The Company’s shares are compulsorily traded in dematerialized form.

Composi on of the Commi ee

The Share Transfer and Investors’ Grievance Commi ee func ons under the Chairmanship of Mr. S. Ramakrishnan. The other members of the Commi ee are Mr. Srikanth Ramanathan, Managing Director and Mr. K. Balaji.

Mr. S. Arun Kumar, Company Secretary is the Compliance Offi cer of the Company.

Terms of ReferenceThe terms of reference of the Share Transfer and Investors’ Grievance Commi ee includes transfer of shares, transmission, dematerializa on, re-materializa on, split of shares, consolida on, issue of duplicate share cer fi cate and looking into the redressing of shareholder’s grievances and determining, monitoring and reviewing the standards for resolu on of shareholder’s grievances.

The Commi ee also reviews the performance of the Company’s Registrar & Transfer Agent (R&TA) M/s. Cameo Corporate Services Limited, and their system of dealing with and responding to correspondence from all categories of shareholders. The manner and meliness of dealing with complaint le ers received from Stock Exchanges/ SEBI / Ministry of Corporate Aff airs (MCA) etc., and the responses thereto, are reviewed by this Commi ee.

During 2012-13, the Company has not received any complaints from Shareholders.

A endance of the members to the Share Transfer and Investors’ Grievance Commi ee Mee ngs

Two mee ngs of the Share Transfer and Investors’ Grievance Commi ee were held during the year 2012-13 on 5th May 2012 and 3rd August 2012. These mee ngs were a ended by all the members of the Commi ee.

F. ALLOTMENT COMMITTEE

The Allotment commi ee of the Board was cons tuted during January 2011. The purpose of this commi ee

16

is to consider allotment of equity shares whenever the need arises. The Allotment Commi ee comprises of Mr. S. Ramakrishnan as the Chairman, Mr. Srikanth Ramanathan and Mr. K. Balaji as the members.

The Commi ee has not met during the year 2012-13.

G. GENERAL BODY MEETINGS

The details of Annual General Mee ngs / Extraordinary General Mee ngs held since 2010, are given below:

YearAGM / EGM

Date Time Venue Special Resolu ons Passed

2012 AGM September 28, 2012 10.00 A.M. The Conference Centre – Mini Hall, New No:24 (Old No:58), 2nd Main Road, R.A. Puram, Chennai – 600028

NIL


NIL

2011 EGM January 19, 2011 11.00 AM The Conference Centre – Mini Hall, New No:24 (Old No:58), 2nd Main Road, R.A. Puram, Chennai – 600028

NIL


Altera on of Ar cles of Associa on

2010 EGM January 11, 2010 10.00 A.M. New No.15, Old No.6, Besant Avenue, Adyar, Chennai – 600020

Change of Name of the Company

All the proposed resolu ons, including special resolu ons were passed unanimously by the shareholders as set out in their respec ve no ces.

The Board of Directors at its mee ng held on 24th April 2012 decided to conduct postal ballot for obtaining the approval of the shareholders for Amendment of Object Clause of the Memorandum of Associa on of the Company, Increase in Authorised Capital, Amendment in Capital Clause of the Memorandum of Associa on of the Company and for Re-appointment of Managing Director.

Mr. Aashish Kumar Jain, prac sing Company Secretary, was appointed as Scru niser for conduc ng the postal ballot process in a fair and transparent manner.

The resolu ons were approved by the members unanimously and the postal ballot results in respect of the above resolu ons were declared by the Chairman on 11th June 2012. Following were the results of the Postal ballot:


17

Par culars

Assent Dissent

No. of votes (shares)

% in favourNo. of votes

(shares)% against

Amendment of Object Clause of Memorandum of Associa on

27601633 100% - -

Increase in Authorized Share Capital 27601633 100% - -

Amendment in Capital Clause of Memorandum 27601633 100% - -

Re-appointment of Managing Director 27601633 100% - -

The approval of equity shareholders for the amalgama on of Point Red Telecom Limited with the Company was obtained at the Court Convened mee ng held on 18th June 2012. All the 14 shareholders who were present in person or by proxy, holding 27693142 equity shares voted in favour of the Scheme of amalgama on. None voted against the Scheme of amalgama on.

Subsequently, the Board of Directors has at its mee ng held on 11th July 2013, decided to recall and withdraw the Scheme of amalgama on of Point Red Telecom Limited with the Company, as the Board felt that the synergies and benefi ts expected from the business combina on may not materialize.

H. DISCLOSURES

No transac on of material nature confl ic ng with the • Company’s interest was entered into by the Company with related par es.

The par culars of transac ons between the Company • and its related par es, as defi ned in Accoun ng Standard 18, is set out in Note 23 to Notes to the standalone fi nancial statements.

There have been no instances of non-compliance by • the Company. During the last three years, no penal es or strictures have been imposed on the Company on any ma er related to the capital markets by Stock Exchanges or SEBI or any statutory authority.

Presently the Company does not have a whistleblower • policy. No employee has been denied access to approach the Audit Commi ee to report any serious concerns.

No diff eren al treatment from the Accoun ng • Standards was followed in the prepara on of the

fi nancial statements of the Company. However, as per the terms of the agreement with the clients, gratuity payable to employees deployed with the clients would be reimbursed by the clients as and when the gratuity is payable to the employees. In accordance therewith, provision for gratuity in respect of the employees deployed with various clients, has been debited to the account of the respec ve clients instead of being debited to the Statement of Profi t and Loss. Gratuity cost in respect of other employees has been debited to the Statement of Profi t and Loss.

There has been no public, rights or preferen al issues • during the year.

All Directors and senior management personnel have • affi rmed to the Board that they did not have any fi nancial and other transac ons with the company, which could result in confl ict with the interest of the Company at large.

In compliance with the SEBI (Preven on of Insider • Trading) Regula ons 1992, as amended ll date, the Company has a Code of Conduct for preven on of Insider Trading and the same has been strictly adhered to by the directors, and the designated employees. The Company informs the Directors and the designated employees, about the date of the board mee ng to consider any price sensi ve subjects and advising them not to trade in Company’s shares, during the closure of the trading window period. The Company also obtains a declara on from the Directors and the senior management personnel with regard to their compliance with the Code of Conduct under the SEBI (Preven on of Insider Trading) Regula ons.

In compliance with cla• use 47 (f) of the lis ng agreement with the stock exchanges, the Company has

18

designated the mail id arun@aurumso systems.com and posted this in the Company’s website. The investors can send their grievances, if any, to the designated mail id.

The Stock Exchanges have inserted clause 54 to the • Lis ng Agreement which s pulates that the Company should maintain a func onal website containing basic informa on about the Company and to update the contents of the said website periodically. In pursuance of this clause, the Company has upgraded its website and all the informa on as envisaged in the said clause are available in its offi cial website www.aurumso systems.com

In line with the no fi ca on No G S R 352 (E) dated • the 10th May 2012 from the Ministry of Corporate Aff airs, the Company has uploaded in its website, the informa on regarding the unpaid and unclaimed dividends as on the date of the AGM including the name and address, of the shareholders who haven’t claimed the dividend, the amount to which the shareholders are en tled and the due date of transfer to IEPF.

The Company complies with all mandatory • requirements and has also adopted some of the non-mandatory requirements as detailed below.

I. MEANS OF COMMUNICATIONThe Company’s quarterly fi nancial results, a er their approval by the Board of Directors, are promptly issued to all the Stock Exchanges with whom the Company has Lis ng arrangements. These fi nancial results, in the prescribed format, are published in leading local and na onal newspapers; viz. “TRINITY MIRROR” in English and in “MAKKAL KURAL” in Tamil and are also posted on the Company’s website www.aurumso systems.com. Key developments are communicated to the Stock Exchanges, as and when they occur and also displayed on Company’s Website.

A Management Discussion and Analysis Report, forming part of the Directors’ Report, is included in this Annual Report.

J. CEO / CFO CERTIFICATIONAs required under Clause 49 of the Lis ng Agreement, a Cer fi cate duly signed by Mr. Srikanth Ramanathan, Managing Director (CEO) and Mr. S. Arun Kumar, Chief Financial Offi cer & Company Secretary was placed at the mee ng of the Board of Directors held on 30th May 2013.

K. CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCECer fi cate from Mr. Aashish Kumar Jain, Prac sing Company Secretary, affi rming compliance with the condi ons of Corporate Governance, is enclosed along with this Annual Report.

L. GENERAL SHAREHOLDER INFORMATION

1. Registered Offi ce Address New No.15, Old No.6, Besant Avenue Adyar, Chennai – 600020Tamil Nadu, India

2. 19th Annual General Mee ngDateTime Venue

September 27, 201310 A.M.The Conference Centre – Mini HallNew No:24 (Old No:58), 2nd Main Road, R.A. PuramChennai - 600028

3. Financial Year April to March

4. Dates of Book Closure September 23, 2013 to September 27, 2013 (both days inclusive)

5. Approval of Financial Result (Proposed)Quarter Ending June 30, 2013Quarter Ending September 30, 2013Quarter Ending December 31, 2013Quarter Ending March 31, 2014

Second Week of August 2013Second Week of November 2013Second Week of February 2014Last Week of May 2014


19

6. Lis ng on Stock Exchanges:The Equity Shares are listed at

Bombay Stock Exchange LimitedPhiroze Jeejeebhoy TowersDalal Street, Fort, Mumbai - 400001Maharashtra, IndiaTel:91-22-22721233, 22721234Fax:91-22-22721919Madras Stock Exchange LimitedNew No:30, Second Line Beach, Chennai – 600001Tel: 91-44-25228951, Fax: 91-44-25244897

7. Lis ng Fees Lis ng Fees have been paid for all the above stock exchanges for 2013 – 2014

8. Stock Exchange Security Code and other related informa on

BSE 530885Depository ISIN No. INE 600D01021CIN L65921TN1994PLC026958

9. Dematerializa on of Shares The Shares of the Company are available for trading in both the depository systems namely Central Depository Services (India) Limited and Na onal Securi es Depository Limited

10 No. of Shares Dematerialized as on 31st March 2013

60197225 shares; 92.47% of Total shares of the Company

11. Depository Par cipants for shares Na onal Securi es Depository LimitedTrade World, A Wing, 4th & 5th Floors Kamala Mills Compound Lower Parel, Mumbai - 400013Tel: 91-22-24994200 Central Depository Services (India) LimitedPhiroze Jeejeebhoy Towers17th Floor, Dalal Street, Mumbai - 400001Tel: 91-22-22723333

12. Registrar and Transfer Agent Cameo Corporate Services Limited“Subramanian Building”No.1, Club House Road, Chennai - 600002Contact Person: Mr. R.D. Ramasamy, DirectorTel: 044 – 28460390Email: [email protected]

Shareholders are requested to correspond with the Registrar and Transfer Agent for transfer / transmission of shares, change of address, queries pertaining to their shareholding at their address given above.

13. Share Transfer System:

Share transfers are processed and approved, subject to receipt of all requisite documents. The Company seeks to ensure that all transfers are approved for registra on within the s pulated period. With a view to expedi ng the approval process, the Board of Directors has authorized the Share Transfer and Investors’ Grievance Commi ee to approve the transfer of shares.

20

14. Distribu on of shareholding as on 31st March 2013

Shareholding No. of Shareholders % of total shareholders Number of Shares % of total shares

Up to 500 150 27.83 16163 0.02

501-1000 115 21.34 86510 0.13

1001-2000 73 13.54 108783 0.17

2001-3000 39 7.24 95703 0.15

3001-4000 34 6.31 124945 0.19

4001-5000 8 1.48 36723 0.06

5001-10000 37 6.86 269944 0.41

10001 and above 83 15.40 64361229 98.87

TOTAL 539 100.00 65100000 100.00

15. Shareholding pa ern as on 31st March 2013

Par culars Number of Shares held % of Share holding

A. Promoter Holding

a) Indian Promoters 18526927 28.46

b) Foreign Promoters 2068500 3.18

Sub - Total (A) 20595427 31.64

B. Non- Promoter Holding

Ins tu onal Investors

a) Foreign Ins tu onal Investors (FIIs) 17629476 27.08

Sub - Total (B) 17629476 27.08

C. Others

a) Private Corporate Bodies 1794954 2.76

b) Indian Public (Individuals and HUFs) 17504817 26.89

c) Non Resident Indians 1575326 2.42

d) Overseas Corporate Bodies 6000000 9.21

Sub - Total (C) 26875097 41.28

Grand Total (A+B+C) 65100000 100.00


21

16. Stock Price Data

The high and low of the share prices of the Company and the BSE Sensex is given below:

MonthBSE BSE Sensex

High Low High LowApr-2012 11.01 9.13 17664.10 17010.16May-2012 10.25 8.37 17432.33 15809.71Jun-2012 9.20 8.78 17448.48 15748.98Jul-2012 10.77 9.50 17631.19 16598.48Aug-2012 9.90 9.90 17972.54 17026.97Sep-2012 10.00 8.37 18869.94 17250.80Oct-2012 9.20 7.80 19137.29 18393.42Nov-2012 10.40 8.13 19372.70 18255.69Dec-2012 11.42 9.92 19612.18 19149.03Jan-2013 11.30 8.25 20203.66 19508.93Feb-2013 10.40 8.08 19966.69 18793.97Mar-2013 9.50 7.99 19754.66 18568.43

5.00

6.00

7.00

8.00

9.00

10.00

11.00

12.00

10,000.00

11,500.00

13,000.00

14,500.00

16,000.00

17,500.00

19,000.00

20,500.00

Apr 2012

May 2012

Jun 2012

Jul 2012

Aug 2012

Sep 2012

Oct 2012

Nov 2012

Dec 2012

Jan 2013

Feb 2013

Mar 2013

Aur

um S

oft s

hare

pric

e

BSE

Sen

sex

MonthBSE Sensex

Aurum Soft

Aurum Soft Share Price Vs. BSE Sensex

22

17. Outstanding GDRs /ADRs

None

18. Branch None19. Address for Investor correspondence

S. Arun Kumar, Chief Financial Offi cer & Company Secretary

Aurum So Systems LimitedNew No: 15, Old No: 6Besant Avenue, AdyarChennai - 600020Tel : 91-44-42187785 / 94E-mail: arun@aurumso systems.com

M. CODE OF CONDUCTThe Board of Directors has adopted Code of Conduct, applicable to Directors and to employees of the Company. The said Code of Conduct has been posted on the Company’s website. The Company has obtained declara ons from all its Directors and senior management personnel affi rming their compliances with the applicable Code of Conduct.

The declara on by the Managing Director under Clause 49 affi rming compliance of the Code of Conduct by all members of the Board and the senior management personnel for the year ended 31st March 2013 is a ached to this report.

N. RECONCILIATION OF SHARE CAPITAL AUDITA Qualifi ed Prac sing Company Secretary has carried out Secretarial Audit every quarter to reconcile the admi ed capital with Na onal Securi es Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confi rms that the total issued / paid-up capital is in agreement with the aggregate total number of shares in physical form and the total number of dematerialized shares with NSDL and CDSL.

O. NON-MANDATORY REQUIREMENTSThe non mandatory requirements have been adopted to the extent and in the manner as stated under the appropriate headings detailed below:

Chairman’s offi ce / Board

The need for maintaining a Chairman’s offi ce has not arisen. All non-execu ve directors are liable to re re by rota on and if eligible, off er themselves for re-appointment. No specifi c tenure has been fi xed for the independent directors.

Remunera on Commi ee

The Company has cons tuted a Remunera on Commi ee. The Terms of Reference of the Commi ee have been described elsewhere in the Corporate Governance Report.

Shareholders rights

The quarterly results of the Company are published in newspapers and on the Company’s website viz., www.aurumso systems.com. These results are not sent to shareholders individually.

Audit Qualifi ca ons

The auditor has issued an unqualifi ed opinion on the statutory fi nancial statements of the Company.

Training of Board Members/Mechanism for evalua ng non-execu ve directors

All the Non-Execu ve Directors have rich experience and exper se in func onal areas and a end various programmes in their personal capaci es that keep them abreast of relevant developments. Consequently, in the opinion of the Board, they do not require any other training. There is no formal system of evalua ng individual directors.

Whistle Blower policy

Presently the Company does not have a whistleblower policy. No employee has been denied access to approach the Audit Commi ee to report any serious concerns.

For and on behalf of the Board of Directors

S. RamakrishnanChennai, August 6, 2013 Chairman


23

Code of Conduct Cer fi ca onTo

The Members,

The Board of Aurum So Systems Limited has laid down a code of conduct for all Board members and senior management. The code of conduct has been posted on the Company’s website viz., www.aurumso systems.com.

All the Board members and the senior management have affi rmed compliance of the code for the fi nancial year 2012-13.

Place: Chennai Srikanth RamanathanDate: May 30, 2013 Managing Director

Cer fi cate on Corporate GovernanceTo

The Shareholders ofAurum So Systems Limited

We have examined the compliance of condi ons of Corporate Governance by Aurum So Systems Limited for the year ended 31st March, 2013, as s pulated in Clause 49 of the Lis ng Agreement of the said Company with the stock exchanges in India.

The compliance of condi ons of Corporate Governance is the responsibility of the management. Our examina on was limited to procedures and implementa on thereof, adopted by the Company for ensuring the compliance of condi ons of corporate governance. It is neither an audit nor an expression of opinion on the fi nancial statements of the company.

In our opinion and to the best of our informa on and according to the explana ons given to us, we cer fy that the Company has complied with the condi ons of Corporate Governance as s pulated in Clause 49 of the above men oned Lis ng Agreements.

We state that no investor grievances have been received by the Company during the year ended 31st March, 2013, as per the records maintained by the Company and presented to the Share Transfer & Investors Grievances Commi ee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the effi ciency or eff ec veness with which the management has conducted the aff airs of the Company.

For Aashish Kumar Jain & AssociatesCompany Secretary in prac ce

Aashish Kumar JainProprietorMembership No.20164CP No. 7353Date : 06.08.2013

24

To the Members of Aurum So Systems Limited

Report on the Financial Statements

I have audited the accompanying fi nancial statements of Aurum So Systems Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profi t and Loss and Cash Flow Statement for the year then ended and a summary of signifi cant accoun ng policies and other explanatory informa on.

Management’s Responsibility for the Financial Statements

Management is responsible for the prepara on of these fi nancial statements that give a true and fair view of the fi nancial posi on, fi nancial performance and cash fl ows of the Company in accordance with the Accoun ng Standards referred to in sub-sec on (3C) of sec on 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementa on and maintenance of internal control relevant to the prepara on and presenta on of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that I 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 risks 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 prepara on and fair presenta on of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evalua ng the appropriateness of accoun ng policies used and the reasonableness of the accoun ng es mates made by management, as well

as evalua ng the overall presenta on of the fi nancial statements.

I believe that the audit evidence I have obtained is suffi cient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion and to the best of my informa on and according to the explana ons given to me, the fi nancial statements give the informa on required by the Act in the manner so required and give a true and fair view in conformity with the accoun ng principles generally accepted in India:

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

in the case of the Statement of Profi t and Loss, of b. the Profi t for the year ended on that date; and

in the case of the Cash Flow Statement, of the c. cash fl ows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 1. 2003 (“the Order”) issued by the Central Government of India in terms of sub-sec on (4A) of sec on 227 of the Act, I give in the Annexure a statement on the ma ers specifi ed in paragraphs 4 and 5 of the Order.

As required by sec on 227(3) of the Act, I report that: 2.

I have obtained all the informa on and explana ons a. which to the best of my knowledge and belief were necessary for the purpose of my audit;

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

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

in my opinion, the Balance Sheet, Statement of d. Profi t and Loss, and Cash Flow Statement comply with the Accoun ng Standards referred to in sub-sec on (3C) of sec on 211 of the Companies Act, 1956; and

Independent Auditor’s Report


25

on the basis of wri en representa ons received e. from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualifi ed as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-sec on (1) of sec on 274 of the Companies Act, 1956.

Place: Chennai S. RamanathDate: May 30, 2013 Chartered Accountant

Membership No: 029416

Annexure to the Auditors’ Report:

The Annexure referred to in my report to the members of Aurum So Systems Limited (“the Company”) for the year ended March 31, 2013. I report that:

The Company has maintained proper records showing 1. full par culars, including quan ta ve details and situa on of fi xed assets. The company has a regular program of physical verifi ca on of its fi xed assets. No material discrepancies were no ced on such verifi ca on.

The Company does not hold any physical inventories.2.

The company has not granted any loans to par es 3. covered in the register maintained under sec on 301 of the Companies Act, 1956. The company has not taken any loans, secured or unsecured, to or from companies, fi rms or other par es covered in the register maintained under sec on 301 of the companies act, 1956.

In my opinion and according to the informa on and 4. explana ons given to me, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of fi xed assets and the sale of services. The ac vi es of the company do not involve purchase of inventory and the sale of goods. Further on the basis of my examina on of the books and records of the Company carried out in accordance with the audi ng standards generally accepted in India, and according to the informa on and explana ons given to me, I have neither come across nor have I been informed of any con nuing failure to correct major weaknesses in the internal control system.

In my opinion, and according to the informa on and 5. explana ons given to me, there are no contracts /

arrangements, the par culars of which need to be entered into the register required to be maintained u/s 301 of the Companies Act, 1956.

The Company has not accepted any deposits from the 6. public during the year and consequently, the direc ve issued by the Reserve Bank of India and the provisions of Sec on 58A and 58AA of the Companies Act, 1956, and rules framed there under are not applicable.

The company has no internal audit department as such. 7. However, its control procedures ensure reasonable internal checking of its fi nancial and other records which is commensurate with the size and nature of its business.

As per the informa on and explana on given to me, 8. the company is not required to maintain cost records as prescribed by the Central Government under the sec on 209(1)(d) of the Companies Act, 1956 for any of the services rendered by the company.

According to the informa on and explana ons given 9. to me and on the basis of my examina on of the books of account, the company, during the year has been regular in deposi ng, undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, service tax, cess and other statutory dues, wherever applicable, with the appropriate authori es.

According to the informa on and explana ons given to me, no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income tax, service tax, cess and other Statutory dues were in arrears as at March 31, 2013 for a period of more than six months from the date they became payable.

According to the records of the company and the informa on and explana ons given to me, there are no dues of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited with the appropriate authori es on account of any dispute.

The company does not have any accumulated losses 10. as at March 31, 2013 and has not incurred cash losses in the fi nancial year and in the immediately preceding fi nancial year.

In my opinion and according to the informa on and 11. explana ons given to me, the Company has not

26

availed any loan from Banks, Financial Ins tu ons or issued any debentures.

In my opinion and according to the informa on and 12. explana ons given to me, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securi es.

In my opinion and according to the informa on and 13. explana ons given to me, the company is not a chit fund or a nidhi / mutual benefi t fund / society.

In my opinion and according to the informa on and 14. explana ons given to me, the company has not dealt in shares, securi es, debentures and other investments.

According to the informa on and explana ons given 15. to me, the company has not given any guarantee for loans taken by others from banks or fi nancial ins tu ons.

According to the informa on and explana ons given 16. to me, the company has not availed any term loans.

In my opinion, the company has not raised any funds 17. on short-term basis.

The Company during the year has not made any 18. preferen al allotment of shares to any party or companies covered in the register maintained under sec on 301 of the Companies Act, 1956.

The Company has not issued any debentures during 19. the year.

The Company has not raised any money by public 20. issue during the year.

During the course of my examination of the 21. books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to me, I have neither come across any instance of fraud on or by the company, noticed or reported during the year under report nor have I been informed of such case by the management.




27

BALANCE SHEET AS AT 31st MARCH 2013Par culars Note As at 31st March 2013 As at 31st March 2012

I. EQUITY AND LIABILITIES (`) (`) Shareholders’ Funds (a) Share capital 3 130,200,000 130,200,000 (b) Reserves and surplus 4 194,941,887 194,587,250 325,141,887 324,787,250 Non-Current Liabili es (a) Long-term borrowings - - (b) Deferred tax liabili es (net) - - (c) Other long-term liabili es - - (d) Long-term provisions 5 5,337,835 2,841,773 5,337,835 2,841,773 Current Liabili es (a) Short-term borrowings - - (b) Trade payables 134,931 90,816 (c) Other current liabili es 6 12,944,938 13,999,891 (d) Short-term provisions 7 4,492,001 4,730,642 17,571,870 18,821,349 TOTAL 348,051,592 346,450,372 II. ASSETS Non-current assets (a) Fixed assets 8 (i) Tangible assets 547,856 715,644 (ii) Intangible assets 31,183,512 41,801,512 (iii) Capital work-in-progress - - (iv) Intangible assets under development - - 31,731,368 42,517,156 (b) Non-current investments 9 220,500,000 220,500,000 (c) Deferred tax assets (net) 10 3,112,744 3,413,740 (d) Long-term loans and advances 11 60,080,404 43,707,532 (e) Other non-current assets - - 315,424,516 310,138,428 Current assets (a) Current investments - - (b) Inventories - - (c) Trade receivables 12 18,740,153 16,418,222 (d) Cash and bank balances 13 11,113,976 18,134,142 (e) Short-term loans and advances 14 425,520 430,448 (f) Other current assets 15 2,347,427 1,329,132 32,627,076 36,311,944 TOTAL 348,051,592 346,450,372

Notes forming part of the fi nancial statements 1-33

As per my Report of even date a ached For and on Behalf of the Board

S. RAMANATH SRIKANTH RAMANATHAN S. RAMAKRISHNANChartered Accountant Managing Director ChairmanMembership No. 029416

Place : Chennai S. ARUN KUMARDate : May 30, 2013 Chief Financial Offi cer & Company Secretary

28

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2013

Par culars NoteFor the year

ended 31st March 2013

For the year ended

31st March 2012

(`) (`)

I. Revenue from opera ons 16 169,709,799 179,784,316

II. Other Income (net) 17 4,531,709 6,047,910

Total Revenue (I + II) 174,241,508 185,832,226

III. Expenses

(a) Employee benefi t expenses 18 156,633,278 165,812,308

(b) Opera on and other expenses 19 5,689,101 5,913,408

(c) Deprecia on and amor za on expense 8 10,785,788 10,785,788

Total Expenses 173,108,167 182,511,504

IV. Profi t before tax 1,133,341 3,320,722

V. Tax expense

(a) Current tax 477,706 723,321

(b) Deferred tax 300,998 109,732

(c) MAT credit en tlement - 224,055

778,704 1,057,108

VI. Profi t for the year 354,637 2,263,614

Earnings per equity share of face value ` 2 26

Basic and Diluted Earning per share (`) 0.01 0.03





Standalone Accounts

29

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st March 2013Par culars Note Year ended 31st March 2013 Year ended 31st March 2012

A. CASH FLOW FROM OPERATING ACTIVITIES (`) (`)Profi t / (Loss) before taxa on 1,133,341 3,320,722 Adjustments for: Deprecia on and Amor sa on 10,785,788 10,785,788 Interest Income (2,478,009) (2,271,914) Reversal of Provision for Gratuity (2,750,818) - Provision for Gratuity 89,739 2,709,016 Bank charges on earmarked balances 70 - Opera ng Cash Flow Before Working Capital Changes 6,780,111 14,543,612 Adjustments for: (Increase) / Decrease in Trade and other receivables (2,432,976) (8,959,053) Increase / (Decrease) in Trade and other payables (1,247,953) 18,584,627 Cash generated from / (used in) Opera ons 3,099,182 24,169,186 Income Taxes paid during the year (4,133,467) (3,723,506)Net Cash generated from / (used in) Opera ng Ac vi es during the year - A (1,034,285) 20,445,680 B. CASH FLOW FROM INVESTING ACTIVITIES Interest received 1,459,714 1,382,963 Loan to wholly owned subsidiary (5,625,000) (10,590,300) Exchange (gain) / loss (net) on loan to subsidiary (1,819,000) (3,005,600) Funds (deployed in) / realised from Fixed deposits with more than 3 months maturity 4,225,000 (7,500,000)Net Cash generated from / (used in) Inves ng Ac vi es during the year - B (1,759,286) (19,712,937)C. CASH FLOW FROM FINANCING ACTIVITIES Dividend Paid - (6,486,699) Tax on Dividend Paid - (1,056,085) Proceeds / (Disbursement) of Frac onal En tlement on Bonus Shares - (262) Funds earmarked for Dividend payment and Frac onal En tlement on Bonus shares - (24,906)Net Cash generated from Financing Ac vi es during the year - C - (7,567,952)Net increase / (decrease) in cash and cash equivalents (A + B + C) (2,793,571) (6,835,209)Cash and Cash Equivalent as at the beginning of the year 8,380,819 15,216,028 Cash and Cash Equivalent at the end of the year 13 5,587,248 8,380,819 Earmarked balances with banks 51,728 53,323 Bank deposits with more than 3 months maturity 5,475,000 9,700,000 Cash and Bank balances at the end of the year 13 11,113,976 18,134,142


Note: 1. Cash and Cash Equivalents represent Cash, Balances with Banks in Current Account and Fixed Deposits maturing within 3 months 2. Figures in brackets indicate Cash ou low 3. Figures for the previous year have been regrouped / rearranged wherever found necessary




30

BACKGROUND1.

The Company is engaged in the business of IT Services and Consul ng.

The Company was un l February 2010, opera ng in the name of Jaisal Securi es Limited. Eff ec ve from February 4, 2010, the name of the company was changed to AURUM SOFT SYSTEMS LIMITED. The Shares of the Company are listed on the Bombay and Madras Stock Exchanges.

SIGNIFICANT ACCOUNTING POLICIES2.

Basis of prepara on of the Financial Statementsa.

The accompanying Financial Statements are prepared and presented under the Historical Cost Conven on, on the accrual basis of accoun ng and comply with the Accoun ng Standards prescribed by the Companies (Accoun ng Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956 to the extent applicable. The Financial Statements are presented in Indian Rupees.

All assets and liabili es have been classifi ed as current or non-current as per the Company’s normal opera ng cycle and other criteria set out in Schedule VI to the Companies Act, 1956.

Use of Es matesb.

The prepara on of the Financial Statements in conformity with the Generally Accepted Accoun ng Principles requires the management to make es mates and assump ons that aff ect the reported amount of Assets, Liabili es (including Con ngent Liabili es) as of the date of the Financial Statements and the reported Revenues and Expenses during the repor ng period. Actual results could diff er from the es mates. Any revision to accoun ng es mates is recognised prospec vely in current and future periods.

Revenue Recogni onc.

Revenue from Consul ng business is primarily i. derived from Resourcing services, Technical Support Service, Licensing of So ware and Business Support Services. Revenues from fi xed price and fi xed me frame contracts

/ arrangements are recognised when the services have been rendered in accordance with the contracts / arrangements and there is no uncertainty as to the measurement or collectability of the considera on. Where there is uncertainty as to measurement or collectability, Revenue Recogni on is postponed un l such uncertainty is resolved.

Interest on Fixed Deposits and Interest on ii. Advances are accounted on accrual basis. In case of Doub ul Loans, the Interest is recognised on actual receipt.

Dividend Income is recognised when the iii. Company’s right to receive the dividend is recognised.

Other receipts are accounted when it is iv. received.

d. Expenditure

Expenses are accounted on accrual basis. As a ma er of prudence, provisions are made for all known losses and liabili es.

e. Fixed Assets

Fixed Assets are stated at cost less accumulated deprecia on. The cost of the Fixed Assets comprises purchase price and any a ributable cost of bringing the asset to its working condi on for its intended use.

f. Intangible Assets

Intangible Assets are recorded at the considera on paid for acquisi on of such assets and are carried at cost less accumulated amor za on and impairment, if any.

g. Deprecia on and Amor za on

Deprecia on on fi xed assets is provided on Straight-Line basis from the date the assets have been installed and put to use. In respect of Assets sold, deprecia on is provided upto the date of disposal. Deprecia on is charged at the rates prescribed in Schedule XIV to the Companies Act, 1956.

Notes forming part of the fi nancial statements

Standalone Accounts

31

All Fixed Assets individually cos ng less than ` 5,000 are fully depreciated in the year of purchase.

Intangible asset is amor sed over its useful life (5 years) on straight-line basis, commencing from the date when the asset is put to use by the Company.

h. Investments

Long term investments are carried at cost less diminu on, other than any temporary diminu on in value, determined separately for each investment. Current investments are carried at lower of cost or Net Realisable value.

i. Foreign Currency Transac ons

Foreign Currency Transactions are recorded at the rates of exchange prevailing on the date of the transaction. Exchange differences, if any, arising out of transactions settled during the year are recognised in the Statement of Profit and Loss. Monetary Assets and Liabilities denominated in Foreign Currencies as at the Balance Sheet date are translated at the closing Exchange Rates on that date. The exchange differences, if any, are recognised in the Statement of Profit and Loss and related Assets and Liabilities are accordingly restated in the Balance Sheet.

j. Employee Benefi ts

All Short Term Employee Benefi ts payable i. including Salaries and other allowances are recognised on accrual basis, in the manner provided in AS - 15.

The Company contributes to a Recognised ii. Provident Fund and Employee State Insurance, which are defi ned contribu on schemes. The contribu ons are accounted for on an accrual basis and recognised in the Statement of Profi t and Loss.

No provision has been made for leave iii. encashment benefi t for the period as the terms of employment does not provide for such obliga on on the Company.

Gratuity liability is ascertained based iv. on actuarial valua on, carried out by an independent actuary as at the balance sheet date using the projected unit credit method and provision is made in the books.

As per the terms of the agreement with the clients, gratuity payable to employees deployed with the clients would be reimbursed by the clients as and when the gratuity is payable to the employees. In accordance therewith, provision for gratuity in respect of the employees deployed with various clients, has been debited to the account of the respec ve clients instead of being debited to the Statement of Profi t and Loss.

Gratuity cost in respect of other employees has been debited to the Statement of Profi t and Loss. The Company has not made any insurance contribu on in respect of its gratuity liability.

k. Taxa on

The accoun ng treatment for Income Tax in respect of Company’s income is based on the Accoun ng Standard 22 on ‘Accoun ng for Taxes on Income’.

Income Tax : Provision for current Income Tax is made on the Taxable Income for the year as is determined in accordance with the provisions of the Income-Tax Act, 1961.

Advance taxes and provisions for current income taxes are presented in the balance sheet a er off -se ng advance tax paid and income tax provision arising in the same tax jurisdic on and where the Company intends to se le the asset and liability on a net basis.

Deferred Tax : Deferred Tax Assets and Liabili es are recognized at substan vely enacted Tax Rates, subject to the considera on of prudence, on ming diff erence, being the diff erence between taxable income and accoun ng income that originate in one period and are capable of reversal in one or more subsequent periods.

32

The company off -sets deferred tax assets and deferred tax liabili es if it has a legally enforceable right and these relate to taxes on income levied by the same governing taxa on laws.

l. Earnings Per Share (EPS)

The Company reports Basic and Diluted Earnings Per Share in accordance with Accoun ng Standard 20 - Earnings Per Share prescribed by the Companies (Accoun ng Standards) Rules, 2006. Basic Earnings per Share is computed by dividing the Net Profi t A er Tax by the weighted average number of Equity Shares outstanding during the year. The Company does not have any outstanding securi es conver ble into Equity Shares of the Company and hence there is no dilu on in the Earnings per Share.

m. Provisions and Con ngencies

The Company creates a provision when there is present or legal construc ve obliga ons as a result of past events, that probably requires an ou low of resources and a reliable es mate can be made of the amount of the obliga on. A disclosure for a con ngent liability is made when there is a possible

obliga on or a present obliga on that may, but probably will not, require an ou low of resources.

When there is a possible obliga on or a present obliga on in respect of which the likelihood of ou low of resources is remote, no provision or disclosure is made.

Provisions are reviewed at each Balance Sheet date and adjusted to refl ect the current best es mate. If it is no longer probable that the ou low of resources would be required to se le the obliga on, the provision is reversed.

Con ngent assets are not recognised in the Financial Statements since this may result in the recogni on of income that may never be realised.

n. Cash Flows

Cash Flows are reported using the indirect method, whereby Profi t Before Tax is adjusted for the eff ects of transac ons of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The Cash Flows from regular revenue genera ng, fi nancing and inves ng ac vi es of the Company are segregated.

3. SHARE CAPITALShare capital consist of the following:

Par cularsAs at

31st March 2013(`)

As at 31st March 2012

(`)

Authorised

137,000,000 Equity shares of ` 2/- each (31st March 2012: 75,000,000 Equity shares of ` 2/- each)

274,000,000 150,000,000

68,000,000 Non-Cumula ve op onally Conver ble Preference shares of ` 2/- each

136,000,000 -

410,000,000 150,000,000

Issued, Subscribed & Paid-up

65,100,000 Equity shares of ` 2/- each 130,200,000 130,200,000

(31st March 2012: 65,100,000 Equity share of ` 2/- each)

130,200,000 130,200,000

Standalone Accounts

33

a. Reconcilia on of number of sharesAs at 31st March 2013 As at 31st March 2012

No. of shares Amount (`) No. of shares Amount (`)Equity shares Opening balance (face value - ` 2) 65,100,000 130,200,000 65,100,000 130,200,000 Add: Issued during the year - - - - Closing balance 65,100,000 130,200,000 65,100,000 130,200,000

b. Shares held by holding company, its subsidiaries and associates

The company does not have any holding company.

c. Rights, preferences and restric ons a ached to equity shares

The company has one class of equity shares having a face value of ` 2/- per share. Each shareholder is eligible for one vote for each share held in the company. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Mee ng, except in case of interim dividend. In the event of liquida on, the equity shareholders are eligible to receive the remaining assets of the company a er distribu on of all preferen al amounts, in propor on to their shareholding.

d. Rights, preferences and restric ons a ached to preference shares

The company has not issued any preference shares.

e. Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the Company

Name of the shareholder

As at 31st March 2013 As at 31st March 2012

No. of shares% of share

capitalNo. of shares

% of share capital

Shripathee Investments Private Limited 18,526,927 28.46% 18,526,927 28.46%Cresta Fund Limited 5,143,755 7.90% 5,143,755 7.90%Sparrow India Diversifi ed Opportuni es Fund 5,509,477 8.46% 5,509,477 8.46%Mavi Investment Fund Ltd 3,519,997 5.41% 3,519,997 5.41%

f. Shares allo ed as fully paid up by way of bonus shares (during the 5 years preceding 31st March 2013)

The Company allo ed 21,700,000 equity shares of face value ` 2/-, as fully paid up bonus shares by u lisa on of the Securi es premium account on 7th February 2011, pursuant to a shareholder’s resolu on passed at the Extra ordinary General Mee ng held on 19th January 2011.

34

4. RESERVES AND SURPLUSReserves and surplus consist of the following:

As at 31st March 2013 (`) As at 31st March 2012 (`)(a) Securi es premium account Opening balance 183,800,000 183,800,000 Less: Capitalisa on for bonus shares - - Closing balance 183,800,000 183,800,000 (b) Surplus in statement of profi t and loss Opening balance 10,787,250 4,355,289 Add: Profi t for the year 354,637 2,263,614 Statutory reserves transferred to Statement of Profi t and Loss - 4,168,347 11,141,887 10,787,250 Less: Appropria ons Proposed dividend on equity shares - - Tax on dividend - - Closing balance 11,141,887 10,787,250

(c) Statutory reserve Opening Balance - 4,168,347 Add: Transferred from / (to) Statement of Profi t and Loss - (4,168,347) Closing Balance - - 194,941,887 194,587,250

5. LONG-TERM PROVISIONSLong-term provisions consist of the following:

As at 31st March 2013 (`) As at 31st March 2012 (`) (a) Provision for gratuity 5,337,835 2,841,773 5,337,835 2,841,773

6. OTHER CURRENT LIABILITIES (Unsecured)Other current liabili es consist of the following:

As at 31st March 2013 (`) As at 31st March 2012 (`) (a) Salary payable 10,639,184 11,311,660 (b) Unclaimed dividends 40,145 41,670 (c) Statutory liabili es 2,152,981 2,444,185 (d) Audit fee payable 112,500 202,248 (e) Other payables 128 128 12,944,938 13,999,891

7. SHORT-TERM PROVISIONSShort-term provisions consist of the following:

As at 31st March 2013 (`) As at 31st March 2012 (`) (a) Provision for Bonus to employees 4,492,001 4,730,642 4,492,001 4,730,642

Standalone Accounts

35

8. F

IXED

ASS

ETS

F

ixed

ass

ets c

onsis

t of t

he fo

llow

ing:

(`)

Des

crip

on

Gro

ss B

lock

Dep

reci

a o

nN

et B

lock

As A

t 1st A

pril 2

012

Addi

ons

Dele

ons

As At

31st M

arch 2

013

Upto

1st A

pril 2

012

For t

he ye

ar20

12-1

3De

le o

nsUp

to31

st Marc

h 201

3As

at

31st M

arch 2

013

As at

31

st Marc

h 201

2

(i) Tan

gible a

ssets

Furni

ture a

nd fi x

tures

48,

875

- -

48,

875

22,

476

2,0

59

- 2

4,53

5 24

,340

26

,399

Plant

and e

quipm

ent

1,0

91,2

73

- -

1,0

91,2

73

402

,028

1

65,7

29

- 56

7,75

7 5

23,5

16

689

,245

Total

1,1

40,1

48

- -

1,1

40,1

48

424

,504

1

67,7

88

- 59

2,29

2 5

47,8

56

715

,644

Previo

us yea

r1,

140,

148

- -

1,14

0,14

8 2

56,7

16

167

,788

-

424

,504

71

5,64

4

(ii) In

tangib

le asse

ts

Intelle

ctual P

ropert

y Righ

ts 5

3,09

0,00

0 -

- 53

,090

,000

11

,288

,488

1

0,61

8,00

0 -

21,

906,

488

31,1

83,5

12

41,8

01,5

12

Total

53,0

90,0

00

- -

53,0

90,0

00

11,2

88,4

88

10,6

18,0

00

- 21

,906

,488

31

,183

,512

41

,801

,512

Previo

us yea

r3,

090,

000

50,0

00,0

00

- 53

,090

,000

6

70,4

88

10,6

18,0

00

- 1

1,28

8,48

8 41

,801

,512

Grand

Total

54,2

30,1

48

- -

54,2

30,1

48

11,7

12,9

92

10,7

85,7

88

- 22

,498

,780

31

,731

,368

42

,517

,156

36

10. DEFERRED TAX BALANCESMajor components of deferred tax balances consist of the following:

As at 31st March 2013 (`) As at 31st March 2012 (`)(a) Deferred tax liabili es (i) Deprecia on and amor sa on 702,693 992,275 702,693 992,275 (b) Deferred tax assets (i) Carried forward losses 3,226,704 3,226,704 (ii) Provision for doub ul debts 122,269 122,269 (iii) Amalgama on expenses 410,629 178,934 (iv) Provision for gratuity 55,835 878,108

3,815,437 4,406,015

Deferred Tax Assets (net) 3,112,744 3,413,740

11. LONG-TERM LOANS AND ADVANCES (Unsecured)Long-term loans and advances consist of the following:

As at 31st March 2013 (`) As at 31st March 2012 (`)(a) Considered good (i) Loan to wholly owned subsidiary 41,325,900 33,881,900 (ii) Advance tax (including refunds receivable) 7,871,031 3,979,690 (iii) MAT credit en tlement 76,168 311,751 (iv) Gratuity receivable 5,157,141 - (v) Other amounts recoverable in cash or kind for value to be received 2,088,932 1,972,959 56,519,172 40,146,300

9. NON-CURRENT INVESTMENTS Non-current investment consist of the following:

Descrip on No. of shares Currency

Face value per

share


(`)


(`)

(A) INVESTMENT IN EQUITY (at cost)

(i) Wholly owned subsidiary company

(a) Fully paid equity shares (unquoted)

Dicetek Sing Pte Limited, Singapore 4,500,000

Singapore Dollar 1 220,500,000 220,500,000

220,500,000 220,500,000

Table Con nued

Standalone Accounts

37

(b) Considered doub ul (i) Inter-corporate deposits 3,956,924 3,956,924 Less: Provision for doub ul loans (395,692) (395,692) 3,561,232 3,561,232 60,080,404 43,707,532

12. TRADE RECEIVABLES (Unsecured)Trade receivables consist of the following:

As at 31st March 2013 (`) As at 31st March 2012 (`)(a) Over six months from the date they were due for payment (i) Considered good 110,400 110,400 (ii) Considered doub ul - - (b) Others (i) Considered good 18,629,753 16,307,822 (ii) Considered doub ul - - 18,740,153 16,418,222

13. CASH AND BANK BALANCESCash and bank balances consist of the following

As at 31st March 2013 (`) As at 31st March 2012 (`)(a) Cash and cash equivalents (i) Balances with banks In current accounts 906,335 1,220,997 In deposit accounts with maturity less than 3 months 4,670,000 7,155,436 (ii) Cash on hand 10,913 4,386 5,587,248 8,380,819 (b) Other bank balances (i) Earmarked balances with banks 51,728 53,323 (ii) Bank deposits with more than 3 months maturity 5,475,000 9,700,000 11,113,976 18,134,142

14. SHORT-TERM LOANS AND ADVANCES (Unsecured)Short-term loans and advances consist of the following

As at 31st March 2013 (`) As at 31st March 2012 (`)(a) Considered good (i) Loans and advances to employees 22,854 22,854 (ii) Security deposit 11,576 11,576 (iii) Rental Advance 337,080 337,080 (iv) Others amounts recoverable in cash or kind for value to be

received 54,010 58,938 425,520 430,448

38

15. OTHER CURRENT ASSETS (unsecured and considered good)Other current assets consist of the following:

As at 31st March 2013 (`) As at 31st March 2012 (`)(a) Interest receivable on bank deposits 177,420 272,097 (b) Interest receivable on loan from wholly owned subsidiary 2,170,007 1,057,035 2,347,427 1,329,132

16. REVENUE FROM OPERATIONSRevenue from opera ons consist of revenues from:

For the year ended 31st March 2013 (`)


(a) Informa on Technology services 306,900 1,376,101 (b) Consultancy services 169,402,899 178,408,215 169,709,799 179,784,316

17. OTHER INCOME (net)Other income consist of the following:



(a) Interest income 2,478,009 2,271,914 (b) Exchange gain / (loss) (net) 1,888,427 3,732,417 (c) Miscellaneous income 165,273 43,579 4,531,709 6,047,910 Interest income comprise: Interest on Long-term advance 179,414 165,978 Interest on bank deposits 1,247,086 1,307,539 Interest on loan given to subsidiary 1,051,509 697,317 Interest on income tax refund - 101,080

18. EMPLOYEE BENEFIT EXPENSESEmployee benefi t expenses consist of the following:



(a) Salaries and wages 140,144,734 149,761,682 (b) Contribu ons to provident and other funds 16,458,845 16,042,295 (c) Staff welfare expenses 29,699 8,331 156,633,278 165,812,308

Standalone Accounts

39

19. OPERATION AND OTHER EXPENSESOpera on and other expenses consist of the following:



(a) Adver sement 287,013 93,382 (b) Audit and cer fi ca on fee 221,630 340,535 (c) Bank charges 103,288 93,338 (d) Consultancy expenses 1,059,988 2,690,675 (e) Conveyance 173,831 57,494 (f) Electricity expenses 136,612 186,499 (g) Insurance 160,412 150,077 (h) Prin ng and sta onery 182,265 222,196 (i) Rates and taxes 1,452,580 258,633 (j) Rent 792,000 792,000 (k) Repairs and maintenance - others 429,479 378,902 (l) Security service charges 198,933 205,164 (m) Subscrip ons 14,325 10,500 (n) Telephone expenses 138,828 142,567 (o) Travelling expenses 73,198 48,173 (p) Other expenses 264,719 243,273 5,689,101 5,913,408

20. SEGMENT REPORTINGBusiness Segment

The Company has only one reportable business segment viz., IT services and Consul ng.

Geographical Segment

Signifi cant Revenue from IT services and Consul ng business is derived from clients in India and hence the Company does not have any separate reportable geographical segment.

21. CHANGE OF NAME OF THE COMPANY

The Company has changed its name to AURUM SOFT SYSTEMS LIMITED w.e.f. February 4, 2010, so as to refl ect the change in the line of business. In accordance with Clause 32 and 41 of the lis ng agreement, the net sales or income, expenditure and net profi t or loss a er tax fi gures pertaining to the said new line of business are given below:

Par cularsYear ended

31st March 2013 (`)

Year ended 31st March 2012

(`)

Sales 169,709,799 179,784,316

Iden fi able opera ng expenses (including deprecia on and Amor za on)

170,534,568 180,526,126

Opera ng Income (824,769) (741,810)

Less: Tax Expenses (532,692) (76,443)

Profi t A er Tax (1,357,461) (665,367)

40

22. DETAILS OF SUBSIDIARY COMPANIES

Name of the Subsidiary Country Type of holdingPercentage of

holdingNature of Business

Wholly owned subsidiary

Dicetek (Sing) Pte Limited Singapore Equity 100%IT Services and Consul ng

Wholly owned subsidiary of Dicetek (Sing) Pte Limited

Dicetek LLC Dubai -IT Services and Consul ng

Dice Technologies Inc. USA -IT Services and Consul ng

23. RELATED PARTY DISCLOSURE

Par es exercising Substan al controli.

Shripathee Investments Private Limited - Principal Shareholder - Holds 28.46% of the paid up equity share capital of the Company as on March 31, 2013.

Key Managerial personnelii.

Mr. Srikanth Ramanathan, Managing Director

iii. Subsidiaries

Dicetek (Sing) Pte Limited, Singapore Dicetek LLC., Dubai Dice Technologies Inc., USA

The transac ons with the related par es are: (`)

Nature of Transac on Par es exercising substan al control

Key Managerial Personnel

Subsidiaries

Informa on Technology services Dice Technologies Inc. -

(-)-

(-)306,900

(1,376,101)Loan Outstanding (including accrued interest) # Dicetek (Sing) Pte Limited -

(-)-

(-)43,495,907

(34,938,935)Interest on loan (Income) Dicetek (Sing) Pte Limited -

(-)-

(-)1,051,509(697,317)

Outstanding Receivables Dice Technologies Inc. -

(-)-

(-)-

(222,508)Remunera on Mr. Srikanth Ramanathan -

(-)

-

(1,117,204)-

(-)

Note: Figures in brackets represent previous year’s fi gures

# Based on the exchange rate prevailing as on March 31, 2013

Standalone Accounts

41

24. GRATUITY

The following table sets out the computa on of gratuity liability of the Company, in accordance with AS 15 (Revised 2005):

Par culars As at 31st March 2013 (`) As at 31st March 2012 (`)

Change in Present Value of obliga on

Present Value of obliga on as at the beginning of the year 2,841,773 132,757Interest Cost 227,339 10,821Current Service Cost 3,703,380 2,801,009Benefi ts Paid - -Actuarial (Gain) / Loss Recognised (1,434,657) (102,814)

Present Value of obliga on as at the end of the year 5,337,835 2,841,773

Expense Recognised in the Statement of Profi t and Loss

Gratuity cost 89,739 2,709,016Reversal of provision of earlier years * (2,750,818) -

Recognised in the year (2,661,079) 2,709,016

The computa ons are based on the following assump ons:

Discount rate : 8%

Salary Escala on : 10%

* As per the terms of the agreement with the clients, gratuity payable to employees deployed with the clients would be reimbursed by the clients as and when the gratuity is payable to these employees. In accordance therewith, provision for gratuity in respect of the employees deployed with various clients, has been debited to the account of the respec ve clients instead of being debited to the Statement of Profi t and Loss. Provision for gratuity debited to the Statement of Profi t and Loss in respect of these employees during the previous years has been reversed during the current year.

Table Con nued

25. INTANGIBLE ASSETS DISCLOSURE AS PER ACCOUNTING STANDARD 26

Less: Amor sa ons 1,906,488 1,288,488

Net Carrying Amount 1,183,512 1,801,512

B. Commercial Right

Useful Life 5 Years 5 Years

Cost of Acquisi on 50,000,000 50,000,000

Less: Amor sa ons 20,000,000 10,000,000


Par cularsYear Ended

31st March 2013 (`)

Year Ended 31st March 2012

(`)

Intangible Assets Acquired

A. Copyright



42

Table Con nued

26. EARNINGS PER SHARE

The Basic and Diluted Earning per Share as per Accoun ng Standard 20 - Earnings Per Share, prescribed by the Companies (Accoun ng Standards) Rules, 2006:


31st March 2013 Year Ended

31st March 2012 Profi t / (Loss) A er Taxa on ` 354,637 ` 2,263,614Weighted average no. of Equity Shares 65,100,000 65,100,000Nominal value of the Equity Shares ` 2 ` 2Basic and Diluted Earnings per Share ` 0.01 ` 0.03

27. FOREIGN CURRENCY EARNINGS AND OUTGO

The Company has undertaken the following transac ons in foreign currency:



Income earned in Foreign Currency (on accrual basis)Informa on technology services (`)

306,900 1,376,101

Interest on loan to wholly owned subsidiary (`)

1,051,509 697,317

Total Income earned in Foreign Currency

1,358,409 2,073,418

Dividend Remi ances in foreign currency during the yearFinancial year to which Dividend relates

N.A. 2010-11

No. of non-resident shareholders

Nil 3

No. of shares Nil 6000000Dividend remi ed in foreign currency (`)

Nil 600,000

The Company has not incurred any expenditure in foreign currency during fi nancial years 2012-13 and 2011-12.

28. AUDITORS’ REMUNERATION

Auditors’ remunera on includes:


(`)


(`)

Statutory Audit Fees 100,000 200,000

Tax - Audit Fees 75,000 30,000

Certifi cation Fee 36,000 75,000

Service-tax 10,630 35,535

221,630 340,535

29. The Company did not have any outstanding dues to any Micro or Small Enterprises as defi ned under Micro, Small and Medium Enterprises Development Act, 2006 at any point during the year that were outstanding for a period of more than 45 days from the date of acceptance.

30. INFORMATION ON LOANS AND ADVANCES AS PER CLAUSE 32 OF THE LISTING AGREEMENT

Outstanding as at 31st March 2013

(`)

Maximum amount outstanding during

the year (`)

Outstanding as at 31st March 2012

(`)

Maximum amount outstanding during the previous year

(`)

Loan to Subsidiary (including interest)Dicetek Sing Pte Limited 43,495,907 43,495,907 34,938,935 34,938,935

The loan is denominated in US$ and the INR equivalents are based on the exchange rate prevailing at the end of the year.

The same includes accrued interest at the rate of 2.5% per annum.

Standalone Accounts

43

31. FORWARD CONTRACTS

The Company does not hedge its risks associated with foreign currency fl uctua ons rela ng to its receivables and payables, by entering into foreign currency forward contracts. The Company also does not use forward contracts for specula ve purposes.

The foreign currency exposures as at the end of the fi nancial year that have not been hedged by a deriva ve instrument or otherwise are given below:

Par cularsReceivable in US$



Sundry Debtors - 4,400Interest Receivable 40,432 20,902Loan given to subsidiary 770,000 670,000 Total 810,432 695,302

32. CONTINGENT LIABILITY

The Company has not provided any liability in respect of the following contested claim:

Name of the Statute : Income Tax Act, 1961Nature of Dues : Income TaxAmount : ` 499,559 Period to which amount relates : 1996-97Forum where dispute pending : CIT (Appeals)

The Company has paid the said amount of ` 499,559 under protest. The Company however is of the opinion that the above demand is not sustainable and expects to succeed in its appeal.

33. The previous year fi gures have been regrouped / reclassifi ed, wherever necessary to confi rm to the current year presenta on. Accordingly, amounts and other disclosure for the previous year are included as an integral part of the current year’s Financial Statement and are to be read in rela on to the amounts and other disclosures rela ng to the current year.

Signature to Notes forming part of the fi nancial statements




44

Independent Auditor’s Report on Consolidated Financial Statementsselected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s prepara on and presenta on of the consolidated fi nancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evalua ng the appropriateness of accoun ng policies used and the reasonableness of the accoun ng es mates made by management, as well as evalua ng the overall presenta on of the consolidated fi nancial statements.

I believe that the audit evidence I have obtained is suffi cient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion and to the best of my informa on and according to the explana ons given to me, the consolidated fi nancial statements give a true and fair view in conformity with the accoun ng principles generally accepted in India:

in the case of the consolidated Balance Sheet, a. of the state of aff airs of the Company as at March 31, 2013;

in the case of the consolidated statement of Profi t b. and Loss, of the profi t for the year ended on that date; and

in the case of the consolidated Cash Flow c. Statement, of the cash fl ows for the year ended on that date.



To the Board of Directors of Aurum So Systems Limited

I have audited the accompanying consolidated fi nancial statements of Aurum So Systems Limited (“the Company”) and its subsidiaries, which comprise the consolidated Balance Sheet as at March 31, 2013, the consolidated Statement of Profi t and Loss and the consolidated Cash Flow Statement for the year then ended, and a summary of signifi cant accoun ng policies and other explanatory informa on.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the prepara on of these consolidated fi nancial statements that give a true and fair view of the consolidated fi nancial posi on, consolidated fi nancial performance and consolidated cash fl ows of the Company in accordance with accoun ng principles generally accepted in India. This responsibility includes the design, implementa on and maintenance of internal control relevant to the prepara on and presenta on of the consolidated fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

My responsibility is to express an opinion on these consolidated fi nancial statements based on my audit. I conducted my audit in accordance with the Standards on Audi ng issued by the Ins tute of Chartered Accountants of India. Those Standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated fi nancial statements. The procedures


45

CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2013Par culars Note As at 31st March 2013 As at 31st March 2012

I. EQUITY AND LIABILITIES (`) (`) Shareholders’ Funds (a) Share capital 3 130,200,000 130,200,000 (b) Reserves and surplus 4 247,509,746 226,132,119 377,709,746 356,332,119 Non-Current Liabili es (a) Long-term borrowings 5 1,429,661 2,022,940 (b) Deferred tax liabili es (net) 11(a) 721,048 1,027,168 (c) Other long-term liabili es - - (d) Long-term provisions 6 15,322,315 8,681,046

17,473,024 11,731,154 Current Liabili es (a) Short-term borrowings 7 3,474,253 7,096,045 (b) Trade payables 28,691,800 15,421,544 (c) Other current liabili es 8 88,069,277 71,263,624 (d) Short-term provisions 9 23,263,292 20,142,645 143,498,622 113,923,858 TOTAL 538,681,392 481,987,131 II. ASSETS Non-current assets (a) Fixed assets 10 (i) Tangible assets 8,756,152 10,921,720 (ii) Intangible assets 41,116,852 44,053,832 (iii) Capital work-in-progress - - (iv) Intangible assets under development - 6,068,400 49,873,004 61,043,952 (b) Non-current investments - - (c) Deferred tax assets (net) 11(b) 6,162,797 7,253,591 (d) Long-term loans and advances 12 37,421,474 24,566,798 (e) Other non-current assets - - (f) Goodwill (on Consolida on) 128,644,654 128,644,654 222,101,929 221,508,995 Current assets (a) Current investments - - (b) Inventories 13 52,488 52,488 (c) Trade receivables 14 231,895,425 210,866,798 (d) Cash and bank balances 15 41,742,153 37,327,774 (e) Short-term loans and advances 16 42,711,977 11,554,419 (f) Other current assets 17 177,420 676,657 316,579,463 260,478,136 TOTAL 538,681,392 481,987,131

Notes forming part of the consolidated fi nancial statements 1-32




46

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2013

Par culars NoteFor the year ended

31st March 2013For the year ended

31st March 2012

(`) (`)

I. Revenue from opera ons 18 1,108,639,200 969,061,768

II. Other Income (net) 19 6,052,547 5,777,080

Total Revenue (I + II) 1,114,691,747 974,838,848

III. Expenses

(a) Employee benefi t expenses 20 981,833,430 877,406,349

(b) Opera on and other expenses 21 95,081,906 58,567,634

(c) Finance costs 22 1,806,215 1,793,787

(d) Deprecia on and amor za on expense 10 19,062,007 20,826,062

Total Expenses 1,097,783,558 958,593,832

IV. Profi t before tax 16,908,189 16,245,016

V. Tax expense

(a) Current tax 440,791 934,129

(b) Deferred tax 1,019,318 (2,195,478)

(c) MAT credit en tlement - 224,055

1,460,109 (1,037,294)

VI. Profi t for the year 15,448,080 17,282,310

Earnings per equity share of face value ` 2 27

Basic and Diluted Earning per share (`) 0.24 0.27

Notes forming part of the consolidated fi nancial statements 1-32




Consolidated Accounts

47

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2013Par culars Year ended 31st March 2013 Year ended 31st March 2012

A. CASH FLOW FROM OPERATING ACTIVITIES (`) (`) Profi t / (Loss) before taxa on 16,908,189 16,245,016 Adjustments for: Deprecia on and Amor sa on 19,062,007 20,826,062 (Profi t) / Loss on sale of Fixed assets 260,718 - Interest Income (1,455,647) (1,653,944) Interest Expense 1,806,215 1,793,787 Provision for Gratuity 89,739 2,709,016 Reversal of provision for gratuity (2,750,818) - Bank charges on earmarked balances 70 - Opera ng Cash Flow Before Working Capital Changes 33,920,473 39,919,937 Adjustments for: (Increase) / Decrease in Trade and other receivables (56,018,238) (74,298,448) Increase / (Decrease) in Trade and other payables 37,343,288 31,573,474 Cash generated from / (used in) Opera ons 15,245,523 (2,805,037) Income Taxes paid during the year (4,241,827) (4,153,535)Net Cash generated from / (used in) Opera ng Ac vi es during the year - A 11,003,696 (6,958,573)B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (7,750,858) (4,296,623) Sale of Fixed Assets 788,226 - Interest income 1,455,647 1,653,944 Funds deployed in Fixed deposits with more than 3 months maturity 4,225,000 (7,500,000)Net Cash generated from / (used in) Inves ng Ac vi es during the year - B (1,281,985) (10,142,679)C. CASH FLOW FROM FINANCING ACTIVITIES Dividend Paid - (6,486,699) Tax on Dividend Paid - (1,056,085) Increase / (Decrease) in Loan Funds (4,215,071) (12,071,932) Interest Expense (1,806,215) (1,793,787) Proceeds / (Disbursement) of Frac onal En tlement on Bonus Shares - (262) Funds earmarked for Dividend payment and Frac onal En tlement on Bonus shares - (24,906)Net Cash generated from Financing Ac vi es during the year - C (6,021,286) (21,433,671)Net increase / (decrease) in cash and cash equivalents (A + B + C) 3,700,426 (38,534,923)Cash and Cash Equivalent as at the beginning of the year 27,574,451 55,966,041 Eff ect of Exchange Rate Fluctua on on cash and cash equivalent 4,940,548 10,143,333 Cash and Cash Equivalent at the end of the year 15 36,215,425 27,574,451 Earmarked balances with banks 51,728 53,323 Bank deposits with more than 3 months maturity 5,475,000 9,700,000 Cash and Bank balances at the end of the year 15 41,742,153 37,327,774

Notes forming part of the consolidated fi nancial statements 1-32Note: 1. Cash and Cash Equivalents represent Cash, Balances with Banks in Current Account and Fixed Deposits maturing within 3 months 2. Figures in brackets indicate Cash Ou low 3. Figures for the previous year have been regrouped / rearranged wherever found necessary




Note

48

Notes forming part of the consolidated fi nancial statements The excess of the cost to the Company of its

investment in the subsidiary over and above the share of equity in the subsidiary on the acquisi on date, is recognised in the fi nancial statement as goodwill. Goodwill arising out of consolida on is not amor sed. However, the same is tested for impairment at each Balance Sheet date.

Since all the subsidiaries are wholly owned subsidiaries, there is no minority interest.

Use of Es matesc.

The prepara on of the Financial Statement in conformity with the Generally Accepted Accoun ng Principles requires the management to make es mates and assump ons that aff ect the reported amount of Assets, Liabili es (including Con ngent Liabili es) as of the date of the Financial Statement and the reported Revenues and Expenses during the repor ng period. Actual results could diff er from the es mates. Any revision to accoun ng es mates is recognised prospec vely in current and future periods.

Revenue Recogni ond.

Revenue from Consul ng business is primarily i. derived from Resourcing Services, Technical Support Service, Licensing of So ware and Business Support Services. Revenues from fi xed price and fi xed me frame contracts / arrangements are recognised when the services have been rendered in accordance with the contracts / arrangements and there is no uncertainty as to the measurement or collectability of the considera on. Where there is uncertainty as to measurement or collectability, Revenue Recogni on is postponed un l such uncertainty is resolved.

Interest on Fixed Deposits and Interest ii. on Loans and Advances are accounted on accrual basis. In case of Doub ul Loans, the Interest is recognised on actual receipt.

Dividend Income is recognised when the iii. Company’s right to receive the dividend is recognised.

BACKGROUND1. Aurum So Systems Limited acquired 100% stake in Dicetek (Sing) Pte Limited on July 28, 2009. Consequent to this, Dicetek (Sing) Pte Limited together with its wholly owned subsidiaries Dicetek LLC., Dubai and Dice Technologies Inc., USA, have become subsidiaries of the Company.

The Company together with its wholly owned subsidiaries is engaged in the business of providing IT Services and Consul ng.

SIGNIFICANT ACCOUNTING POLICIES2. Basis of prepara on of the Financial Statementsa.

These Consolidated fi nancial statements of Aurum So Systems Limited and its subsidiaries (together called “the Company / Group”) are prepared under the historical cost conven on in accordance with generally accepted accoun ng principles applicable in India, the provisions of the Companies Act, 1956 and the applicable accoun ng standards, to the extent possible in the same format as that adopted by the holding company for its separate fi nancial statements.

The fi nancial statements of subsidiaries used in the consolidated fi nancial statements are drawn upto the same repor ng date as that of the holding company i.e. March 31, 2013.

Basis of consolida onb.

The fi nancial statements of the Company and its subsidiaries have been consolidated on a line by line basis by adding together the book values of like items of assets, liabili es, income and expenses, a er elimina ng intra-group balances, intra-group transac ons and unrealised profi ts or losses as per Accoun ng Standard 21 “Consolidated Financial Statement”

The revenue items of these foreign subsidiaries are translated at the quarterly average exchange rate on a quarterly basis. All assets and liabili es as at the year-end are converted at the rates prevailing as at the end of the year. Any exchange diff erence arising on consolida on is shown under Foreign Currency Transla on Reserve on Consolida on.


49

Government grants, if any, are recognised iv. when there is reasonable assurance that the condi ons a ached to the grant will be complied with and that the grant will be received.

Cash grants, if any, received from the v. government in rela on to the Jobs credit scheme are recognised as income upon receipt.

Other receipts are accounted when it is vi. received.

e. Expenditure

Expenses are accounted on accrual basis. As a ma er of prudence, provisions are made for all known losses and liabili es.

Bad debts are wri en-off when there is no expecta on of recovery.

f. Fixed Assets

Fixed Assets are stated at cost less accumulated deprecia on. The cost of the Fixed Assets comprises purchase price and any a ributable cost of bringing the asset to its working condi on for its intended use.

Intangible Assetsg.

Intangible Assets acquired (So ware) are recorded at the considera on paid for acquisi on of such assets and are carried at cost less accumulated amor za on and impairment, if any.

Deprecia on and Amor za onh.

Deprecia on on fi xed assets is provided by the holding company on Straight-Line basis from the date the assets have been installed and put to use. In respect of Assets sold, deprecia on is provided upto the date of disposal.

The holding company charges deprecia on at the rates prescribed in Schedule XIV to the Companies Act, 1956.

All Fixed Assets of the holding company individually cos ng less than ` 5,000 are fully depreciated in the year of installa on.

Deprecia on provided by the subsidiaries in respect of its fi xed assets in their books of

accounts have not been restated / recomputed for the purpose of consolida on.

Intangible asset is amor sed over its useful life on straight-line basis, commencing from the date when the asset is put to use by the Company.

Inventoriesi.

Inventories are stated at the lower of cost or net realisable value.

Investmentsj.

Investments are classifi ed into long term investments and current investments. Investments which are intended to be held for one year or more are classifi ed as long term investments and investments which are intended to be held for less than one year are classifi ed as current investments. Long term investments are carried at cost less diminu on, other than any temporary diminu on in value, determined separately for each investment. Current investments are carried at lower of cost or Net Realisable value.

Foreign Currency Transac onsk.

Foreign Currency Transac ons are recorded at the rates of exchange prevailing on the date of the transac on. Exchange diff erences, if any, arising out of transac ons se led during the year are recognised in the Statement of Profi t and Loss. Monetary Assets and Liabili es denominated in Foreign Currencies as at the Balance Sheet date are translated at the closing Exchange Rates on that date. The exchange diff erences, if any, are recognised in the Statement of Profi t and Loss and related Assets and Liabili es are accordingly restated in the Balance Sheet.

Employee Benefi tsl.

All Short Term Employee Benefi ts payable i. including Salaries and other allowances are recognised on accrual basis.

The group’s contribu on to a defi ned ii. contribu on scheme in respect of its employees are accounted for on an accrual basis and recognised in the Statement of Profi t and Loss.

Employee en tlements to annual leave are iii. recognised when they accrue to employees. A provision is made for the es mated liability

50

for annual leave as a result of services rendered by employees upto the balance sheet date.

Gratuity cost of the holding company is iv. accrued based on actuarial valua on, carried out by an independent actuary as at the balance sheet date and provision is made in the books, unlike the subsidiaries, where gratuity is provided in accordance with local laws. The holding Company has not made any insurance contribu on in respect of its gratuity liability.

As per the terms of the agreement with the clients, gratuity payable to the holding company’s employees deployed with the clients would be reimbursed by the clients as and when the gratuity is payable to the employees. In accordance therewith, provision for gratuity in respect of the holding company’s employees deployed with various clients, has been debited to the account of the respec ve clients instead of being debited to the Statement of Profi t and Loss. Gratuity cost in respect of the holding company’s other employees has been debited to the Statement of Profi t and Loss.

m. Taxa on

The accoun ng treatment for Income Tax in respect of holding Company’s income is based on the Accoun ng Standard 22 on ‘Accoun ng for Taxes on Income’.

Income Tax: Provision for current Income Tax is made on the Taxable Income for the year as is determined in accordance with the provisions of tax laws that have been enacted or substan vely enacted in countries where the Company and its subsidiaries operate.

Deferred Tax : Deferred Tax Assets and Liabilities are recognized at substantively enacted Tax Rates, subject to the consideration of prudence, on timing difference, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

n. Earnings Per Share (EPS)

The group reports Basic and Diluted Earnings Per Share in accordance with Accounting Standard 20 - Earnings Per Share prescribed by the Companies (Accounting Standards) Rules, 2006. Basic Earnings per Share is computed by dividing the Net Profit After Tax by the weighted average number of Equity Shares outstanding during the year. The Company does not have any outstanding securities convertible into Equity Shares of the Company and hence there is no dilution in the Earnings per Share.

o. Provisions and Con ngencies

The group creates a provision when there is present or legal construc ve obliga on as a result of a past event, that probably requires an ou low of resources and a reliable es mate can be made of the amount of the obliga on. A disclosure for a con ngent liability is made when there is a possible obliga on or a present obliga on that may, but probably will not, require an ou low of resources.

When there is a possible obliga on or a present obliga on in respect of which the likelihood of ou low of resources is remote, no provision or disclosure is made.

Provisions are reviewed at each Balance Sheet date and adjusted to reflect the current best estimate. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

Con ngent assets are not recognised in the Financial Statements since this may result in the recogni on of income that may never be realised.

p. Cash Flows

Cash Flows are reported using the indirect method, whereby Profi t Before Tax is adjusted for the eff ects of transac ons of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The Cash Flows from regular revenue genera ng, fi nancing and inves ng ac vi es of the Company are segregated.


51

3. SHARE CAPITAL Share capital consist of the following:

Par cularsAs at

31st March 2013 As at

31st March 2012 Authorised (`) (`)137,000,000 Equity shares of ` 2/- each (31st March 2012: 75,000,000 Equity shares of ` 2/- each)

274,000,000 150,000,000

68,000,000 Non-Cumula ve Op onally Conver ble Preference shares of ` 2/- each

136,000,000 -

410,000,000 150,000,000Issued, Subscribed & Paid-up 65,100,000 Equity shares of ` 2/- each 130,200,000 130,200,000 (31st March 2012: 65,100,000 Equity shares of ` 2/- each) 130,200,000 130,200,000

a. Reconcilia on of number of shares

As at 31st March 2013 As at 31st March 2012 No. of shares Amount (`) No. of shares Amount (`) Equity shares Opening balance (face value - ` 2) 65,100,000 130,200,000 65,100,000 130,200,000 Add: Issued during the year - - - - Closing balance 65,100,000 130,200,000 65,100,000 130,200,000

b. Shares held by holding company, its subsidiaries and associates The company does not have any holding company.

c. Rights, preferences and restric ons a ached to equity shares

The company has one class of equity shares having a face value of ` 2/- per share. Each shareholder is eligible for one vote for each share held in the company. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Mee ng, except in case of interim dividend. In the event of liquida on, the equity shareholders are eligible to receive the remaining assets of the company a er distribu on of all preferen al amounts, in propor on to their shareholding.

d. Rights, preferences and restric ons a ached to preference shares

The company has not issued any preference shares

e. Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the Company

Name of the shareholderAs at 31st March 2013 As at 31st March 2012

No. of shares % of share capital No. of shares % of share capital

Shripathee Investments Private Limited 18,526,927 28.46% 18,526,927 28.46%Cresta Fund Limited 5,143,755 7.90% 5,143,755 7.90%Sparrow India Diversifi ed Opportuni es Fund 5,509,477 8.46% 5,509,477 8.46%Mavi Investment Fund Ltd 3,519,997 5.41% 3,519,997 5.41%

f. Shares allo ed as fully paid up by way of bonus shares (during the 5 years preceding 31st March 2013)

The Company allo ed 21,700,000 equity shares of face value ` 2/-, as fully paid up bonus shares by u lisa on of the Securi es premium account on 7th February 2011, pursuant to a shareholder’s resolu on passed at the Extra ordinary General Mee ng held on 19th January 2011.

52

4. RESERVES AND SURPLUSReserves and Surplus consist of the following:


(`)As at 31st March 2012

(`)(a) Securi es premium account Opening balance 183,800,000 183,800,000 Less: Capitalisa on for bonus shares - - Closing balance 183,800,000 183,800,000 (b) Surplus in statement of profi t and loss Opening balance 32,144,889 10,694,232 Add: Profi t for the year 15,448,080 17,282,310 Statutory reserves transferred to Statement of Profi t and Loss - 4,168,347 47,592,969 32,144,889 Less: Appropria ons Proposed dividend on equity shares - - Tax on dividend - - Closing balance 47,592,969 32,144,889 (c) Statutory reserve Opening Balance - 4,168,347 Add: Transferred from / (to) Statement of Profi t and Loss - (4,168,347) Closing Balance - - (d) Foreign currency transla on reserve on consolida on Opening Balance 10,187,230 (3,002,114) Add: Current year adjustments 5,929,547 13,189,344 Closing Balance 16,116,777 10,187,230 247,509,746 226,132,119

5. LONG-TERM BORROWINGS (SECURED)Long-term borrowings consist of the following:



(`)(a) Vehicle Loans 1,429,661 2,022,940 1,429,661 2,022,940


53

6. LONG-TERM PROVISIONSLong-term provisions consist of the following:



(`) (a) Provision for gratuity 15,322,315 8,681,046 15,322,315 8,681,046

7. SHORT-TERM BORROWINGSShort-term borrowings consist of the following:



(`)Secured (a) Vehicle Loans 1,758,435 1,926,950 (b) Bills Discounted 1,715,818 -

Unsecured (a) Short-term loans - 5,169,095 3,474,253 7,096,045

8. OTHER CURRENT LIABILITIES (Unsecured)Other current liabili es consist of the following:



(`)(a) Salary payable 76,455,737 59,365,479 (b) Unclaimed dividends 40,145 41,670 (c) Short term Advance 2,758,191 2,598,292 (d) Statutory liabili es 8,427,035 6,520,924 (e) Audit fee payable 112,500 202,248 (f) Other payables 275,669 2,535,011 88,069,277 71,263,624

9. SHORT-TERM PROVISIONSShort-term provisions consist of the following:



(`)(a) Provision for Bonus to employees 4,492,001 4,730,642 (b) Provision for other employee benefi ts 18,771,291 15,412,003 23,263,292 20,142,645

54

10. F

IXED

ASS

ETS

Fixed

asse

ts co

nsist

of th

e foll

owing

:

(In `)

Par

cul

ars

Gro

ss B

lock

Dep

reci

a o

nN

et B

lock

As A

t1st A

pril

2012

Addi

ons

Dele

ons

/ Ad

justm

ents

*

As A

t 31

st Mar

ch

2013

Upto

1st Apr

il 20

12

For t

he ye

ar

2012

-13

Dele

ons

/ Ad

justm

ents

*

Upto

31

st Mar

ch

2013

As at

31

st Mar

ch

2013

As at

31

st Mar

ch

2012

(i) Ta

ngib

le As

sets

Furn

iture

s and

fi xtu

res

6,546

,797

14,68

5 (4

08,46

0)6,9

69,94

2 2,4

45,36

5 1,2

61,34

1 (1

36,44

9)3,8

43,15

5 3,1

26,78

6 4,1

01,43

1

Plant

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quipm

ent

7,087

,395

646,9

82

(375

,185)

8,109

,562

4,746

,469

1,183

,505

(266

,466)

6,196

,440

1,913

,123

2,340

,926

Vehic

les7,6

25,97

5 1,6

53,03

2 1,9

17,83

7 7,3

61,17

0 3,1

46,61

2 1,6

58,99

6 1,1

60,68

1 3,6

44,92

7 3,7

16,24

3 4,4

79,36

3

Tota

l21

,260,1

67

2,314

,699

1,134

,192

22,44

0,674

10

,338,4

46

4,103

,842

757,7

66

13,68

4,522

8,7

56,15

2 10

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20

Prev

ious y

ear

19,35

3,053

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69,16

7 (8

37,94

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7,095

,922

3,801

,367

558,8

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10,33

8,446

10

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(ii) I

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Asse

ts

Intell

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ty Ri

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56,46

8,480

11

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15

(81,7

35)

68,51

4,230

12

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48

14,95

8,165

(2

4,565

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,397,3

78

41,11

6,852

44

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32

Tota

l56

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80

11,96

4,015

(8

1,735

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30

12,41

4,648

14

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65

(24,5

65)

27,39

7,378

41

,116,8

52

44,05

3,832

Prev

ious y

ear

17,23

8,710

53

,227,4

56

13,99

7,686

56

,468,4

80

10,10

5,426

17

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14,71

5,473

12

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48

44,05

3,832

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d Tot

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14,27

8,714

1,0

52,45

7 90

,954,9

04

22,75

3,094

19

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733,2

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41,08

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49

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54,97

5,552

* In

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ising

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R


55

11. DEFERRED TAX BALANCESMajor components of deferred tax balances consist of the following:



(`)(a) Deferred tax liabili es (i) Deprecia on and amor sa on 721,048 1,022,111 (ii) Expenses allowed for tax purpose - 5,057 721,048 1,027,168 (b) Deferred tax assets (i) Carried forward losses 5,574,064 6,074,280 (ii) Provision for doub ul debts 122,269 122,269 (iii) Amalgama on expenses 410,629 178,934 (iv) Provision for gratuity 55,835 878,108 6,162,797 7,253,591

12. LONG-TERM LOANS AND ADVANCES (Unsecured)Long-term loans and advances consist of the following:



(`)(a) Considered good (i) Advance tax (including refunds receivable) 7,897,866 4,296,038 (ii) MAT credit en tlement 76,168 311,751 (iii) Rental Advance 2,073,203 1,947,389 (iv) Refundable Deposits 16,566,932 12,396,989 (v) Gratuity receivable 5,157,141 - (vi) Other amounts recoverable in cash or kind for value to be received 2,088,932 2,053,399 33,860,242 21,005,566 (b) Considered doub ul (i) Inter-corporate deposits 3,956,924 3,956,924 Less: Provision for doub ul loans (395,692) (395,692) 3,561,232 3,561,232 37,421,474 24,566,798

13. INVENTORIESInventories consist of the following:



(`) (a) So ware product held for sale 52,488 52,488 52,488 52,488

56

14. TRADE RECEIVABLES (Unsecured)Trade receivables consist of the following:



(`)(a) Over six months from the date they were due for payment (i) Considered good 2,817,719 1,774,500 (ii) Considered doub ul 150,276 - Less: Provision for bad debts (150,276) - 2,817,719 1,774,500 (b) Others (i) Considered good 229,077,706 209,092,298 (ii) Considered doub ul - - 231,895,425 210,866,798

15. CASH AND BANK BALANCESCash and bank balances consist of the following:



(`)(a) Cash and cash equivalents (i) Balances with banks In current accounts 31,534,512 20,414,629 In deposit accounts with maturity less than 3 months 4,670,000 7,155,436 (ii) Cash on hand 10,913 4,386 36,215,425 27,574,451 (b) Other bank balances (i) Earmarked balances with banks 51,728 53,323 (ii) Bank deposits with more than 3 months maturity 5,475,000 9,700,000 5,526,728 9,753,323 41,742,153 37,327,774

16. SHORT-TERM LOANS AND ADVANCES (Unsecured)Short-term loans and advances consist of the following:



(`)(a) Considered good (i) Loans and advances to employees 1,061,557 1,447,716 (ii) Refundable deposits 17,372 704,997 (iii) Prepaid Expenses 8,387,352 3,387,805 (iv) Rental advance 337,080 337,080 (v) Advance for product development 32,381,918 4,995,324 (vi) Other amounts recoverable in cash or kind for value to be received 526,698 681,497 42,711,977 11,554,419


57

17. OTHER CURRENT ASSETS (unsecured and considered good)Other current assets consist of the following:



(`) (a) Unbilled revenue - 404,560 (b) Interest receivable on bank deposits 177,420 272,097 177,420 676,657

18. REVENUE FROM OPERATIONSRevenue from opera ons consist of revenues from:



(a) Consultancy services 1,108,639,200 969,061,768 1,108,639,200 969,061,768

19. OTHER INCOME (net)Other income consist of the following:



(a) Interest income 1,455,647 1,653,944 (b) Exchange gain / (loss) (net) 4,070,543 3,878,991 (c) Profi t / (Loss) on sale of Fixed Assets (260,718) - (d) Miscellaneous income 787,075 244,145 6,052,547 5,777,080 Interest income comprise: Interest on Long-term advance 179,414 165,978 Interest on bank deposits 1,276,233 1,386,886 Interest on income tax refund - 101,080

20. EMPLOYEE BENEFIT EXPENSESEmployee benefi t expenses consist of the following:



(a) Salaries and wages 963,297,827 858,305,264 (b) Contribu ons to provident and other funds 16,458,845 16,042,295 (c) Staff welfare expenses 2,076,758 3,058,790 981,833,430 877,406,349

58

21. OPERATION AND OTHER EXPENSESOpera on and other expenses consist of the following:



(a) Adver sement 1,697,925 1,141,963 (b) Audit and Cer fi ca on fee 221,630 340,535 (c) Bad debts 151,718 - (d) Bank charges 120,104 125,903 (e) Consultancy expenses 52,826,779 21,342,783 (f) Conveyance 615,124 283,829 (g) Discount 17,910 184,121 (h) Electricity expenses 136,612 186,499 (i) Insurance 1,095,675 1,203,017 (j) Prin ng and Sta onery 531,276 585,814 (k) Rates and Taxes 5,754,063 4,491,696 (l) Rent 10,316,867 9,092,336 (m) Repairs and Maintenance - Others 2,837,329 2,194,613 (n) Sales promo on expenses 898,924 756,658 (o) Subscrip ons 921,969 790,025 (p) Telephone Expenses 2,506,406 1,921,179 (q) Travelling, Hotel Boarding and Lodging 2,122,821 1,514,938 (r) Visa expenses 11,691,551 11,684,957 (s) Other Expenses 617,223 726,768 95,081,906 58,567,634

22. FINANCE COSTSFinance costs consist of the following:



(a) Interest and fi nance charges 1,806,215 1,793,787 1,806,215 1,793,787

23. DETAILS OF SUBSIDIARY COMPANIES

Name of the Subsidiary Country Type of holdingPercentage of

holdingNature of Business

Wholly owned subsidiary

Dicetek (Sing) Pte Limited Singapore Equity 100%IT Services and Consul ng

Wholly owned subsidiary of Dicetek (Sing) Pte Limited

Dicetek LLC DubaiIT Services and Consul ng

Dice Technologies Inc. USAIT Services and Consul ng


59

24. SEGMENT REPORTING

Business Segment

The Company and its subsidiaries have only one reportable business segment viz., IT Services and Consul ng.

Geographical Segments

The segment informa on in respect of diff erent geographies in which the company operates is given below:

(`)

Par cularsFor the year ended 31st March 2013

Geographical SegmentsTotal

India Singapore Dubai USA

Revenue

External sales, services and other income (net)

172,883,099 183,758,808

172,146,214 199,645,559

633,957,698 473,050,138

135,704,736 118,384,343

1,114,691,747 974,838,848

Iden fi able Expenses162,322,379171,725,716

165,301,614 191,900,406

617,830,640 458,307,828

133,266,919115,833,820

1,078,721,552 937,767,770

Deprecia on10,785,78810,785,788

3,139,759 6,645,881

3,750,605 3,347,160

1,385,855 47,233

19,062,007 20,826,062

Profi t / (Loss) Before Tax(225,068)1,247,304

3,704,840 1,099,272

12,376,45311,395,150

1,051,9642,503,290

16,908,18916,245,016

Carrying amount of segment assets

84,758,37891,781,229

108,661,968 86,094,610

173,491,797 137,265,144

43,124,59438,201,494

410,036,738 353,342,477

Carrying amount of segment liabili es

23,612,398 22,655,395

20,928,570 16,155,087

98,290,056 72,901,673

18,140,622 13,942,857

160,971,646125,655,012

Previous years’ fi gures are in italics

25. RELATED PARTY DISCLOSURE

i. Party exercising Substan al control

Shripathee Investments Private Limited - Principal Shareholder - Holds 28.46% of the paid up equity share capital of the Company as on March 31, 2013.

ii. Key Managerial personnel

Mr. Srikanth Ramanathan, Managing Director

iii. Subsidiaries

Dicetek (Sing) Pte Limited, Singapore Dicetek LLC., Dubai Dice Technologies Inc., USA

60

The transac ons with the related par es are: (`)

Nature of Transac on

Party exercising Substan al

Control

Key Managerial personnel

Remunera on Mr. Srikanth Ramanathan

-(-)

-(1,117,204)

Note: Figures in brackets represent previous year’s fi gures

26. INTANGIBLE ASSETS DISCLOSURE AS PER ACCOUNTING STANDARD 26


31st March 2013 (`)


(`)

I. Acquired

A. Copyright



Less: Amor sa ons 1,906,488 1,288,488


B. Commercial Right



Less: Amor sa ons 20,000,000 10,000,000


II. Internally Developed

C. So ware


Opening 14,148,711 14,148,711

Addi ons 11,964,015 3,227,456

Dele ons / Adjustments * (10,688,496) (13,997,687)

Gross (net) 15,424,230 3,378,480

Less: AccumulatedAmor sa ons

5,490,890 1,126,160


Net Carrying Amount (I + II) 41,116,852 44,053,832

* Includes exchange diff erence arising on transla on of the asset into INR

27. EARNINGS PER SHARE

The Basic and Diluted Earnings per Share as per Accoun ng Standard 20 - Earnings Per Share, prescribed by the Companies (Accoun ng Standards) Rules, 2006:


31st March 2013 Year Ended

31st March 2012 Profi t / (Loss) A er Taxa on ` 15,448,080 ` 17,282,310Weighted average no. of Equity Shares 65100000 65100000Nominal value of the Equity Shares ` 2 ` 2Basic and Diluted Earnings per Share ` 0.24 ` 0.27

28. AUDITORS’ REMUNERATION

Statutory Auditors’ remunera on includes:


(`)


(`)

Statutory Audit Fees 100,000 200,000

Tax - Audit Fees 75,000 30,000

Cer fi ca on Fee 36,000 75,000

Service-tax 10,630 35,535

221,630 340,535

29. CONTINGENT LIABILITY

The Company has not provided any liability in respect of the following contested claim:

Name of the Statute : Income Tax Act, 1961

Nature of Dues : Income Tax

Amount : ` 499,559

Period to which amount relates : 1996-97

Forum where dispute pending : CIT (Appeals)The Company has paid the said amount of ` 499,559 under protest. The Company however is of the opinion that the above demand is not sustainable and expects to succeed in its appeal.


61

30. OPERATING LEASE COMMITMENTS

As at the balance sheet date the group was commi ed to making the following payments in respect of opera ng leases:


(`)


(`)

Not later than one year 2,970,101 791,530

Later than one year but not later than fi ve years

1,237,542 -

Later than fi ve years - -

Total 4,207,643 791,530

31. FORWARD CONTRACTS

The Company and its subsidiaries do not hedge its risks associated with foreign currency fl uctua ons rela ng to its receivables and payables, by entering into foreign currency forward contracts. The Company and its subsidiaries also do not use forward contracts for specula ve purposes.

32. The previous year fi gures have been regrouped / reclassifi ed, wherever necessary to conform to the current year presenta on. Accordingly, amounts and other disclosure for the previous year are included as an integral part of the current year’s Financial Statement and are to be read in rela on to the amounts and other disclosures rela ng to the current year.

Signature to Notes forming part of the consolidated fi nancial statements




62

AURUM SOFT SYSTEMS LIMITEDRegd. Offi ce: New No. 15, Old No. 6, Besant Avenue, Adyar, Chennai - 600020

ANNUAL GENERAL MEETING

ADMISSION SLIPPlease hand over this admission slip at the entrance of mee ng hall

I / We, hereby record my / our presence at the Annual General Mee ng of the Company at THE CONFERENCE CENTRE - MINI HALL, New No: 24 (Old No: 58), 2nd Main Road, R.A. Puram, Chennai - 600028 on Friday, September 27, 2013 at 10.00 A.M.

Name of the Member (in block le ers): _____________________________________________________________

Name of the Proxy: _____________________________________________________________________________

(To be fi lled in if the proxy a ends instead of the member)

Folio No. / DP ID & Client ID: _____________________________________________________________________

No. of Shares held: _____________________________________________________________________________

Signature of the Member / Proxy

------------------------------- ------------------------------------------------------------------ ----------------------------------------------

AURUM SOFT SYSTEMS LIMITEDRegd. Offi ce : New No. 15, Old No. 6, Besant Avenue, Adyar, Chennai - 600020

ANNUAL GENERAL MEETINGPROXY FORM

I/We……………………………………………....……………..of…………........………………………………… in

the district of…………..................................................………………being a Member of AURUM SOFT SYSTEMS

LIMITED hereby appoint …….....………....……………of……………………. in the district of………………

………...……………………….……………………….or failing him ………………………………………..

of………………….…………….in the district of ………….…………………………………….as my / our Proxy to

vote for me / us and on my / our behalf at the Annual General Mee ng of the Company to be held on Friday,

September 27, 2013 and at any adjournment thereof.

Signed this…………………………………………day of…………………….

Folio No. / DP ID & Client ID …………………………………….......……….

Number of shares held ……………………………………….……………….

Affi x 15 paise revenue stamp

Signature

AURUM SOFT SYSTEMS LIMITEDRegd. Office : New No.15 (Old No.6) Besant Avenue

Adyar, Chennai - 600 020www.aurumsoftsystems.com