plugin saksoft annualreport 2010 2011

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Sakso Limited Annual Report 2010-11 1

OUR MOTTO:

Saksoft is your trusted partner for Information Management;we deliver success.

OUR VISION:

The Preferred Information Management partner to successful companies

around the globe.


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2 Sakso Limited Annual Report 2010-11

CONTENTS

Corporate Informa on .................................................................................... 3

Le er to the Shareholders ............................................................................... 6

Board of Directors ........................................................................................... 7

Geographic Presence ....................................................................................... 9

Consolidated Financial Highlights Last 5 Years ............................................. 10

Five Year Financials (Group) ........................................................................... 11

No ce to the Shareholders ............................................................................. 12

Directors Report ............................................................................................. 18

Report on Corporate Governance ................................................................... 27

Management Discussion and Analysis Report ................................................ 38

Risk Management ............................................................................................ 48

Auditors Cer cate on Corporate Governance .............................................. 51

Auditors Report .............................................................................................. 52

Balance Sheet .................................................................................................. 56

Pro t and Loss Account ................................................................................... 57

Cash Flow Statement ....................................................................................... 58

Schedules ........................................................................................................ 60

Balance Sheet Abstract .................................................................................... 79

Consolidated Financial Statements ................................................................. 80

FORWARD LOOKING STATEMENT

The Management Discussion and Analysis Report sec on of Annual Report contains certain forward lookingstatements in that may lead to risks and uncertain es. The usage of words like an cipate, believe,es mate, intend, will and expect and other similar expressions as they relate to the Company or itsbusiness are intended to iden fy such forward-looking statements. The Company undertakes no obliga onto publicly update or revise any forward-looking statements. Actual results, performances or achievementscould di er materially from those expressed or implied in such forward looking statements. Readers arecau oned not to place undue reliance on these forward-looking statements.


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CORPORATE INFORMATIONBOARD OF DIRECTORSAutar Krishna Chairman (Non-Execu ve)Aditya Krishna Managing DirectorR. Rajagopalan Independent Non-Execu ve DirectorAmitava Mukherjee Independent Non-Execu ve DirectorAjit Thomas Independent Non-Execu ve Director

EXECUTIVE COMMITTEEAditya Krishna Managing DirectorNiraj Kumar Ganeriwal Chief Financial O cer

Sampath Rengachari Execu ve Vice PresidentNaushad Ahmed Execu ve Vice PresidentSasikumar Vice President at Sakso USAEkambaram Ramachandran Vice-President for Products and AlliancesDhiraj Mangla Vice President of Web TechnologyAnnu Thomas Global Head of HR

Nick Sullivan Sales DirectorJonathan Eeley Solu on Development Manager

COMPANY SECRETARY & COMPLIANCE OFFICERS. Narayan

WEBSITEwww.sakso .comwww.acuma.co.uk

EMAILinfo@sakso .com

AUDITORSM/s BSR &Co.,Chartered AccountantsNo. 10, Mahatma Gandhi RoadNungambakkamChennai- 600 034.

BANKERSCi bank N.A, ChennaiDeutsche Bank., ChennaiIndusInd Bank., Chennai

REGISTERED AND CORPORATE OFFICESP Infocity,Module 1, 2nd Floor,#40, Dr. MGR Salai, Kandanchavadi,Perungudi, Chennai- 600 096.

Ph: 91-44-24543500Fax: 91-44-24543501

SUBSIDIARIESSakso Inc., USASakso Pte Limited., SingaporeSakso Investments Pvt Limited, UKSakso GmbH., GermanySakso HK Ltd., Hong Kong

REGISTRAR AND SHARE TRANSFER AGENTCameo Corporate Services LimitedSubramanian Building,

No. 1, Club House Road, Chennai- 600 002.Ph: 91-44-28460390Fax: 91-44-28460129

DEVELOPMENT CENTERS

ChennaiSP InfocityBlock A, 2nd Floor,40, MGR Salai,Perungudi, Kandanchavadi,Chennai - 600 096.Phone : + 91 44 2454 3500Fax : + 91 44 2454 3510

NoidaB 35 - 36, Sector 80, Phase II,(Near Moserbaer),Noida - 201305.Phone : + 91 120 2462 175Fax : + 91 120 2462 179

ManchesterWaterside Court,1 Crewe Road, Manchester,M23 9BE.Phone: +44 870 789 4321Fax : +44 -870 789 4002


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CORPORATE INFORMATION

Sakso is the Preferred Informa on Management partner for successful companies around the globe

Founded: 24 November 1999

Organiza onal Structure:Sakso is headquartered in Chennai, India.Three global development centers at Manchester (UK), Chennai (India) and Noida (India)Interna onal sales o ces in London, Manchester, Frankfurt, New York, Chicago, Singapore, India and Hong KongListed on the Na onal Stock Exchange of India and the Bombay Stock Exchange.

Philosophy:We deliver success to your enterprise by helping to consolidate, organize and manage the huge volume of data collected by yourbusiness. Working with data sources that are o en disparate and complex, we provide accurate, high quality, relevant informa onreadily available to the people who need it. By being be er informed, they are empowered to make key decisions and implementstrategies for making the enterprise successful.

Our O erings:

Industry experience includes:Financial Services Banking & Insurance, Telecom, Public Sector, Central Government, Retail FMCG/CPG, Life Sciences, Hospitality,Travel and Leisure, U li es.

Technology partners include:IBM, SAP, Microso and Oracle


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CORPORATE INFORMATION

Sakso is an Informa on Management Specialist. Acuma, Sakso 's fully owned subsidiary is rated among the top 3 Informa onManagement companies in the UK. Our solu ons are a combina on of domain knowledge and technical exper se. We buildsolu ons that follow the best industry prac ces and deliver IT solu ons that enhance your business value. Our services andproducts are modeled to aid corporates in iden fying their pain points and providing solu ons which will use available informa on

to improve processes, maximize pro tability and manage risk be er.

Fast Facts

Mul ple o shore centers: 250+ in Chennai (India) and 750+ in Noida (India) and 50+ in Manchester(UK). We have a global presencewith sales o ces in New York, Chicago, Singapore, London, Manchester, Germany and Chennai, Mumbai and Noida. Establishedin 2000 the Company has been pro table in every year of opera on CMMI Level 5 Accredited Quality Processes a Public ListedCompany.

Veri-sens is a ready-to-go comprehensive Business Intelligence solution (pre builtreports and dashboards) for retail banking organizations that encompasses retail

banking asset products ranging from credit cards to consumer nance. It is based on aproven solution framework (with Key Performance Indicators (KPI) that has beensuccessfully implemented in some of the leading global retail banks across the world.It allows users to connect strategic and operational goals that evaluate, monitors andimprove transparencies in the business. Veri-sens is a never ending BI project, but thatwhich could be customized in a short period of time to reap immediate bene ts.


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LETTER TO THE SHAREHOLDERS

Dear Shareholders,

The year 2010-11 saw a major shi from the classic proposi on of o shoring into an era where domain exper se and transforma onal

skills are fast becoming the core o ering for the Indian IT services industry. Your company has held on to its core Informa onManagement specialty and focused its e orts in maintaining rela onships and inves ng in its sales and marke ng e orts.

We took our Informa on Management Specialist tag to our 4 major markets viz USA, UK, India and Singapore and deliveredsolu ons with a lower Total Cost of Ownership (TCO) to our clients, on me and most importantly keeping customer requirementsright to the forefront.

During the year, we cemented our rela onships with long tenure Managed Services contracts with our Top 4 clients, implementedprojects successfully and expanded our basket of service o erings to become the Preferred Informa on Management Partner tosuccessful companies around the globe. Markets in US have nally started delivering results for your company while our Europeanand APAC markets have started showing signs of growth and improvement.

Our Informa on Management o ering became an Arrowhead for our global Go-to-Market strategy. The addi on of CreditManagement and Managed services and an innova ve partnership with FICO have ensured your company's posi oning as an endto end Informa on Management Services provider.

Our Independent Tes ng Prac ce got strengthened with the addi on of T24 (Core Banking So ware used by EMEA bankingindustry) tes ng services in a partnership with a strategic vendor of T24 implementa on. Our investments in Test Automa on toolsand a Tes ng Framework have begun to get apprecia ve nods from our clients.

Our Web technology team executed cu ng edge solu ons for some of the global digital marke ng and credit managementcompanies. These engagements also provided the much needed stability through long term managed services contracts with ourkey clients.

In 2010, as the markets were s ll coming out of their hiberna on, we embarked on a global Customer Sa sfac on Survey andbased on feedback obtained from the survey, we have reorganized the company to serve our top 5 customers with a dedicatedGlobal Account Management approach: each of the Top 5 customers have a Top Management mentor and a dedicated engagementmanager at all their key loca ons.

During the year, we achieved revenue of Rs.105.60 Crores, covering all our service o erings and interna onal subsidiaries

Our employees are our pillars and their stability and their passion to drive performance is what makes your company a uniqueorganiza on. We needed to reward their ability to scale up, ignite their entrepreneurial ins ncts, and ensure that they deliveroutstanding results in the coming years.

2010-11 has been a tough and challenging but it has been exci ng as we discover what keeps us cking and what makes us performwell. We intend to focus on building a scalable delivery organiza on, focus on core competencies, manage our costs and grow ourcustomers. To achieve this objec ve, apart from organic growth opportuni es, inorganic methods of enhancing the business levelsare being explored.

We thank you for your faith and con nued belief in our management and in the business environment in which we operate. We willendeavor to work towards our 2011-12 goals and posi on the company as the all-powerful Informa on Management Specialist.

Autar KrishnaCHAIRMAN


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BOARD OF DIRECTORS

Autar KrishnaChairman

Mr. Autar Krishna is the founder promoter of Saksoft Ltd, and

promoted The Sak Industries Ltd (TSIL) in 1962. Mr. Autar Krishnaand TSIL promoted Widia (India) Limited, a joint venture with MeturitA.G.Switzerland, a subsidiary of Friedrich Krupp GmbH, for whichMr. Krishna was the Chairman 1986 to 2002. He is currently theChairman of Banarsidas Chandiwala Sewa Smarak Trust Society andthe Chairman of the Audit Commi ee of India Glycols Limited. Healso serves as Director of Sak Abrasives Limited and Sak TechnologiesLimited. Mr. Autar Krishna holds 200,120 Equity Shares of SaksoLimited.

Aditya KrishnaManaging Director

Aditya Krishna, the Founder and the Managing Director of the SaksoGroup, spearheads Sakso s growth across domains and geographies.He brings with him over 25 years of experience in the banking and

nancial services industry. A er a long career with Chase Manha anBank in New York and later with Ci bank, New York, he relocated toIndia in 1990, as part of a four-member team to establish Ci banksCredit Card business in the country. Instrumental in developing thein-house so ware to run credit card.

R. RajagopalanIndependent Non-Execu ve Director

Mr. R. Rajagopalan was appointed on 14th October 2004 as anIndependent Director liable to re re by rota on and subsequentlywas elected as Chairman to the Board on 28th July 2008. He hasbeen with Widia (India) Ltd as the Managing Director - Commercial &Secretary. He was the Na onal President of the Ins tute of companySecretaries of India (ICSI) in 1979-80 and the President of the Ins tuteof the Employers Federa on of Southern India (EFSI) in 1992-93.He is presently on the Board of MRO-TEK Ltd, GTN Tex les Ltd and

Patspin India Ltd. He is also the Chairman of the Audit Commi ee,Shareholders/Investors Grievances Commi ee and Remunera onCommi ee of the Company.


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BOARD OF DIRECTORS

Amitava MukherjeeIndependent Non-Execu ve Director

Mr. Amitava Mukherjee has been a director of our company since2003. He is an independent Director of our company and also amember of audit committee and remuneration committee. Hepursued his Masters in Management studies from Asian Ins tuteof management, Manila, also a masters in Business Economicsfrom Delhi School of Economics, New Delhi. He has rich and variedexperience in investment banking having been involved withseveral transac ons on behalf of large Indian Corporate housesand Mul na onals. He has served as Managing Director and BoardMember both at Lazard India and Ambit Corporate Finance.

Ajit ThomasIndependent Non-Execu ve Director

Mr. Ajit Thomas is a renowned Industrialist, the promoter andchairman of AVT Natural Products Ltd. He is associated withAVT Group of Companies for about three decades and hasextensive experience and exper se in business and management.He holds a Bachelors degree in Sta s cs. He is also on the boardof A.V. Thomas & company Limited, A.V. Thomas Investment &Co, Midland Corporate Advisory Services, AVT InfoTech Pvt Ltdand more.


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GEOGRAPHIC PRESENCE


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CONSOLIDATED FINANCIAL HIGHLIGHTS LAST 5 YEARS

(Rs.in Lakhs)

PARTICULARS FY 2006-07 FY 2007-08 FY 2008- 09 FY 2009-10 FY 2010-11

Revenue from Opera ons 9,558.37 12,010.02 12,048.15 10,869.60 10,560.86

Other Opera ng Income 54.25 220.36 199.14 65.11 79.03

Total Income 9,612.62 12,230.38 12,247.29 10,934.71 10,639.89

Employee Cost 4,801.74 7,059.45 6,321.89 5,518.54 5,598.63

Opera ng, Admin &Other expenditure

3,580.03 4,422.89 4,353.35 3,880.86 3,911.60

Total Expenses 8,381.77 11,482.34 10,675.24 9,399.40 9,510.23

PBDIT 1,230.85 748.04 1,572.05 1,535.31 1,129.66

Interest & Finance Charges 198.87 285.72 338.66 382.29 359.85

PBDT 1,031.98 462.32 1,233.39 1,153.02 769.81

Deprecia on 128.97 203.37 197.48 191.76 183.46

Pro t before Taxa on 903.01 258.95 1,035.91 961.26 586.35

Tax Expense 105.10 36.36 72.51 86.76 82.83

Pro t/(Loss) a er Taxa on 797.91 222.59 963.40 874.50 503.52

EPS (Rs. per share) 7.98 2.20 9.50 9.12 5.25


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FIVE YEAR FINANCIALS GROUP

Trend in Revenues(Rs. In Lakhs)

9558.37

12010.02 12048.15

10869.60 10560.86

0

2000

4000

6000

8000

10000

12000

14000

2006-2007 2007-2008 2008-2009 2009-2010 2010-2011

Trend in PAT(Rs. In Lakhs)

797.91

222.59

963.4

874.5

503.52

0

200

400

600

800

1000

1200

200 6- 2007 2 00 7- 20 08 2 008-2009 2009-2010 2010-2011

Financial Years

EBITDA/REVENUE

6%

13%13%

14%

11%

0%

2%

4%

6%

8%

10%

12%

14%

16%

2 00 6- 20 07 2 00 7- 20 08 2 00 8- 20 09 2 00 9- 20 10 2 01 0- 20 11

Financial Years

Trend in PBT(Rs. In Lakhs)

903.01

258.95

1035.91

961.26

586.34

0

200

400

600

800

1000

1200

2006-2007 2007-2008 2008-2009 2009-2010 2010-2011

Trend in EPS(In Rs.)

7.98

2.20

9.509.12

5.25

0

1

2

3

4

5

6

7

8

9

10

2006-2007 2007-2008 2008-2009 2009-2010 2010-2011

Financial Years

PAT/REVENUE

2%

8%8% 8%

5%

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

2 00 6- 20 07 2 00 7- 20 08 2 00 8- 20 09 2 00 9- 20 10 2 01 0- 20 11

Financial Years


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NOTICE TO THE SHAREHOLDERSNOTICE is hereby given that the Twel h Annual General Mee ng of the members of the Company will be held on Friday,the 5 th day of August 2011 at 10.00 AM at P.Obul Reddy Hall, Vani Mahal, 103, G.N. Che y Road, T.Nagar, Chennai 600 017 totransact the following business:

Ordinary Business:

To receive, consider and adopt the audited Balance Sheet as at 311. st March 2011 and the Pro t and loss Account of theCompany for the year ended 31 st March 2011 together with the Report of the Directors and the Auditors thereon.

To declare a dividend on equity shares.2.

To appoint a Director in the place of Mr.Autar Krishna, who re res by rota on, and being eligible, o ers himself for3.re-appointment.

To consider and if thought t, to pass, with or without modi ca on(s), the following resolu on, as an ORDINARY4.RESOLUTION:

RESOLVEDthat pursuant to the provisions of Sec ons 224 and other applicable provisions, if any, of the Companies Act,1956, M/s. Suri & Co., Chartered Accountants, be appointed as Statutory Auditors of the Company, in place of re ringauditors, M/s. BSR & Co., Chartered Accountants, to hold o ce from the conclusion of this Mee ng un l the conclusion of the next Annual General Mee ng, on a remunera on to be determined by the Board of Directors of the Company, basedon the recommenda ons of the Audit Commi ee.

Special Business:

Re-appointment of Mr. Aditya Krishna, as Managing Director:5.

To consider and if thought t to pass with or without modi ca ons the following resolu on proposed as an ORDINARYRESOLUTION.

RESOLVEDthat subject to the provisions contained in Sec ons 198, 269, 309, 310, 311 read with Schedule XIII and allother applicable provisions, if any, of the Companies Act, 1956, approval of the Members be and is hereby accorded forthe re-appointment of Mr. Aditya Krishna as Managing Director of the Company, for a further period of 5 years with e ectfrom 01.04.2011 to 31.03.2016 on the terms and condi ons including remunera on, perquisites and bene ts as set outin the Explanatory Statement annexed thereto.

RESOLVED FURTHER THATin the event of possible absence or inadequacy of pro ts in any nancial year,Mr. Aditya Krishna, Managing Director shall be paid the same remunera on as set out in the explanatory statement

annexed thereto, as minimum remunera on subject to statutory approvals as may be required from me to me.

RESOLVED FURTHER THAT, subject to the recommenda on of the Remunera on Commi ee, the Board of Directors of the Company be and is hereby authorized to make such other modi ca ons, altera ons, varia ons in the terms andcondi ons rela ng to remunera on of the Managing Director in terms of Schedule XIII and other applicable provisions of the Companies Act, 1956, at their own discre on from me to me.


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Appointment under Sec on 314 of the Companies Act, 1956:6.

To consider and if thought t to pass with or without modi ca on(s) the following resolu on as SPECIAL RESOLUTION

RESOLVED THATpursuant to the provisions of Sub-Sec on (1) of Sec on 314 and other applicable provisions, if any, of the Companies Act, 1956 read with the Directors Rela ves (O ce or Place of Pro t) Rules, 2003 including any statutory

modi ca ons or re-enactment thereof, consent and approval of the Company be and is hereby accorded to Ms. Avan kaKrishna, who is a rela ve of Chairman and of Managing Director of the Company to hold and con nue to hold an o ceas Execu ve Human Resource with e ect from February 1, 2011 on a monthly salary as may be decided by the Boardand other bene ts and ameni es as applicable to other employees of the Company and further subject to revision from

me to me.

BY ORDER OF THE BOARD OF DIRECTORFOR SAKSOFT LIMITED

Place: CHENNAI S NARAYANDate : May 27, 2011 COMPANY SECRETARY


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NOTES:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO VOTE INS1.OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER. THE FORM OF PROXY IS ENCLOSED. THE INSTRUMAPPOINTING PROXY SHOULD BE DEPOSITED AT THE OFFICE OF THE REGISTRAR AND SHARE TRANSFER AGENTHE COMPANY VIZ. CAMEO CORPORATE SERVICES LIMITED, SUBRAMANIAM BUILDING NO.1, CLUB HOUSE RO

CHENNAI 600 002 AT LEAST 48 HOURS BEFORE COMMENCEMENT OF THE MEETING.

The Register of Members and the Share Transfer Books of the Company will remain closed from 292. th July 2011 to5th August 2011 (both days inclusive).

The dividend as recommended by the Board, if approved at the mee ng, will be payable to those members whose names3.appear in the Register of Members as on 5 th August 2011. The dividend in respect of share held in the electronic formwill be payable to the bene cial owners of the shares as on 29 th July 2011 per details furnished by the Depositories forthis purpose.

Members holding shares in physical form are requested to immediately no fy change in their address to the Companys4.Share Transfer Agents Cameo Corporate Services Limited, Subramanian Building No.1, Club House Road, Chennai

600 002 and those who wish to receive dividend in electronic mode are requested to forward a specimen cheque leaf duly marked as such to Registrars at the above address.

Members holding Shares in electronic form may please note that, as per the applicable regula ons of the Depositories,5.the bank details as furnished by the respec ve depositories to the company will be printed on the dividend warrantsissued from me to me. The company/ the Registrar will not entertain any direct request from members for dele onof or change in such bank details. It may please be noted that, dividend instruc ons, if any, already given by membersin respect of shares in physical form will not be automa cally applicable to the dividend payable on shares in electronicform. Members may, therefore, give instruc ons directly to their Depository Par cipants regarding bank accounts forcredi ng the dividend.

Members/proxies are requested to bring their a endance slips duly lled in and their copy of the Annual Report for the6.

Mee ng.

Members who hold shares in the dematerialized form are requested to bring their Client_ID and DP_ID to the mee ng7.for easier iden ca on.

Corporate members intending to depute their authorized representa ves to a end the mee ng are requested to8.send a cer ed copy of the Board Resolu on authorizing their representa ve to a end and vote on their behalf at themee ng.

Relevant documents referred to in the accompanying No ce are open for inspec on by the members at the Registered9.O ce of the Company on all working days, except Saturdays and Sundays between 11.00 AM and 01.00 PM upto thedate of the mee ng.

Members who hold shares in physical form in mul ple folios in iden cal names or joint holding in the same10.order of names are requested to send the share cer cates to the Companys Registrars and Transfer Agents,M/s Cameo Corporate Services Limited for consolida on into a single folio.

The Ministry of Corporate A airs ("MCA") has taken a "Green Ini a ve in the Corporate Governance" by11.allowing paperless compliances by companies vide a Circular No.18/2011 dated April 29, 2011 sta ng that acompany would have complied with Sec on 53 of the Act, if the service of document has been made throughelectronic mode. Pursuant to this circular we give an advance opportunity to every shareholder to register his /her email address and changes therein, if any, from me to me with Companys Registrars and Transfer Agents,M/s Cameo Corporate Services Limited.


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In terms of clause 49 of the Lis ng Agreement with Stock Exchanges, a brief resume of the directors who are proposed to12.be re-appointed at this mee ng is given below .

Mr. Autar Krishna DIN No: 00031386

Mr.Autar Krishna is the founder promoter of Sakso Ltd. He has completed his B.Sc from St. Stephens College, New Delhiand G.M.Mech (E) in London. He has over 37 years of experience in the Steel and Engineering industry. He promotedThe Sak Industries Ltd (TSIL) in 1962. Mr.Autar Krishna and Sak Industries promoted Widia (India) Limited, a joint venturewith Meturit A.G. Switzerland, a subsidiary of Friedrich Krupp GmbH, and was the Chairman of the Company from 1986to 2002. He is the Chairman of Banarsidas Chandiwala Sewa Smarak Trust Society. He is also the Chairman of the AuditCommi ee of India Glycols Limited. He also serves as Director of Sak Abrasives Limited.

Mr.Autar Krishna holds 200,120 Equity Shares of Sakso Limited. Mr.Autar Krishna is related to Mr. Aditya Krishna,Managing Director of the Company.


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EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

Item No.5

Re-appointment of Mr.Aditya Krishna as Managing Director

Mr. Aditya Krishna, the founder promoter and the Managing Director of Sakso Limited has been instrumental in driving the

business development e orts of the Group with over 28 years of his experience in the banking and nancial services industry. Hehas contributed signi cantly to the growth of the company in every year of its opera on and under his able leadership Saksotoday has grown into a mul - faceted conglomerate with an excellent reputa on for so ware development and tes ng serviceswith mul na onal banks. In view of his valuable contribu on and his profound knowledge of the industry and business acumen, theBoard considers it desirable in the interest of the company to reap the bene t of his leadership for its con nued growth in futureand has approved his reappointment for a further period of ve years, subject to the approval of the shareholders in the AnnualGeneral Mee ng on the following terms of remunera on. Mr.Aditya Krishna is the lone Whole me Director of the Company.

Details of terms of remunera on:

The Basic salary of Rs.2,50,000/- per month.

Perquisites and allowances:

In addi on to salary, the Managing Director shall be en tled to the following perquisites/bene ts, which shall be evaluated asper the Income Tax Rules wherever applicable. In the absence of any such rule, perquisite shall be evaluated at actual cost.

Perquisites include the following:

Rent free residen al accommoda on or house rent allowance in lieu thereof.A.Actual Medical expenses incurred for self and family towards domiciliary and hospitaliza on expenses.B.Contribu on to Provident Fund as per the rules of the Company.C.Club fees for two-clubs excluding admission and life membership fees.D.Leave Travel Concession once in a year for self and family to any place in India by Air/Rail/Road.E.

Company maintained car with Driver.F. Telephone facility at residence.G.

Minimum remunera on:

Notwithstanding anything contained above, where in any nancial year during the currency of the tenure of the ManagingDirector, the company has no pro ts or the pro ts are inadequate, the company shall pay the aforesaid remunera on asminimum remunera on subject to all statutory approvals as may be required from me to me.

Si ng Fees:

He shall not be paid any si ng fees for a ending the mee ng of the Board of Directors or any commi ee thereof from the

date of his appointment.

Memorandum of Interest:

Mr.Aditya Krishna being a director of the Company is interested in his re-appointment as Managing Director.

Mr.Autar Krishna, Director is a Rela ve within the meaning of the Companies Act, 1956 being the father of Mr.Aditya Krishnaand may be deemed to be interested in his re-appointment as Managing Director.

No other Directors of the Company is concerned or interested in the re-appointment of Mr.Aditya Krishna as ManagingDirector.


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Item No.6

Appointment of Ms.Avan ka Krishna as an employee of the Company.

Ms. Avan ka Krishna was recently been accredited with Masters in Human Resource Management and Organisa onal Analysisfrom Kings College, London. She has been specializing in the core area of Human Resource Management and as a part of buildingher career in her chosen eld has accepted appointment as Execu ve HR with the Company.

Since Ms.Avan ka Krishna is the daughter of Mr.Aditya Krishna, Managing Director and the rela ve of Mr.Autar Krishna, Chairman,and that the total monthly remunera on received by the said appointee falls below Rs.50,000 per month, the said appointmentis governed by the provisions of Sec on 314 (1) of the Companies Act, 1956, and it is necessary to obtain the consent of theshareholders at this Annual General Mee ng being the rst general mee ng held a er the holding of o ce by Ms.Avan ka Krishnaas Execu ve-HR. Hence the Board recommends the resolu on for your approval by way of Special Resolu on.

None of the Directors except Mr.Aditya Krishna, Managing Director and Mr.Autar Krishna, Chairman may be deemed to be concernedor interested in the above resolu on.

BY ORDER OF THE BOARD OF DIRECTORFOR SAKSOFT LIMITED

Place: CHENNAI S NARAYANDate : May 27, 2011 COMPANY SECRETARY


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DIRECTORS REPORT

Dear Members,

Your Directors have pleasure in presen ng their Twel h report on the business and opera ons of your Company together with theAudited Accounts for the nancial year ended 31 st March 2011.

Financial Results

Your Board is pleased to provide the highlights on the performance of your Company and its subsidiaries and as a Standaloneen ty.

Standalone Results (Rs. In Lakhs) Consolidated Results (Rs. In Lakhs)

Year ended31 st March 2011




Export Revenue 3,295.88 3,289.72 9,638.44 9,901.56

Domes c Revenue 922.42 968.04 922.42 968.04

Other Income 74.94 9.03 79.03 65.11

Total Income 4,293.24 4,266.79 10,639.89 10,934.71

Opera ng expenses 3,610.82 3,589.16 9,510.23 9,399.40

Opera ng Pro ts 682.42 677.63 1,129.66 1,535.31

Deprecia on 164.37 160.90 183.46 191.76

Interest and Finance Charges 286.66 270.93 359.85 382.29

Net Pro t before Tax 231.39 245.80 586.35 961.26

Current Tax 114.30 114.00 119.81 121.07

Deferred Tax (36.98) (34.31) (36.98) (34.31)

Net Pro t a er Tax 154.07 166.11 503.52 874.50

Pro t brought forward 2,640.13 2,592.65 3,805.71 3,049.84

Available for Appropria on 2,794.20 2,758.76 4,309.23 3,924.34

Transfer to General Reserve - - - -

Dividend and Dividend Tax 117.85 118.63 117.85 118.63

Balance Carried forward 2,676.35 2,640.13 4,191.38 3,805.71


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RESULTS OF OPERATIONS:

Standalone Accounts

Total income for the year 2010-2011 was Rs. 4,293.24 lakhs as against Rs. 4,266.79 lakhs during the year 2009-2010, achieving amarginal growth of 0.62%.

Pro t a er tax was Rs. 154.07 lakhs during the year 2010-2011 as compared to Rs.166.11 lakhs during 2009-2010, registering adecline of 7.25%.

Basic earnings per share was Rs. 1.61 for the nancial year 2010-2011 as compared to earnings per share of Rs. 1.73 for thenancial year 2010.

Opera ng and other expenses during the year were at Rs.3,610.82 lakhs as compared to Rs.3,589.16 lakhs in the previous year

Consolidated Accounts

Consolidated total income for the year 2010-2011 was Rs. 10,639.89 lakhs as against Rs. 10,934.71 lakhs during the year2009-2010, registering a decline of 2.70%.

Pro t a er taxes was Rs.503.52 lakhs during the year 2010-2011 as compared to Rs. 874.50 lakhs during 2009-2010, a decline of 42.42%.

Basic earnings per share was Rs. 5.25 for the nancial year 2010-2011 as compared to earnings per share of Rs. 9.12 for thenancial year 2009-2010.

DIVIDEND:

Based on Companys performance, the Directors are pleased to recommend for approval of the members a Final dividend of Re.1

per share (10 % on the face value of Rs.10) for the nancial year 2010-11. The nal dividend on the equity shares, if declared asabove would involve an ou low of Rs.101.40 Lakhs towards dividend and Rs.16.45 lakhs towards dividend tax, thereby resul ng intotal ou low of Rs.117.85 lakhs.

TRANSFER TO RESERVE:

The Board of Directors has decided to retain en re surplus in the Pro t and Loss Account and hence no transfer has been made tothe General Reserve during this year.

BUSINESS:

Sakso o ers the full range of business consul ng and technology services - which can successfully align our customers to their

Informa on Management objec ves. We consult, design, implement, train and support on major IM pla orms such as Cognos,Datastage, Business Objects, Hyperion, Microso and Informa ca. Whether you require services in all areas or on select areas,Sakso is ready to partner with you in delivering success.

At Sakso , we have built our prac ce and reputa on on enabling be er decision making through op mized informa on owto execu ve and business leaders. This allows us to help our clients de ne their strategy, op mize their processes and selecttechnology to further develop their capabili es. Sakso has recently launched its Managed Services ini a ve to provide valueadded services to its growing client base. Our Managed Services o ering takes away the rou ne and drudgery associated withapplica on maintenance and allows you to focus on your core IT Management tasks. Sakso o ers a range of exci ng o erings inManaged Services for Informa on Management.


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Sakso is a specialized provider of so ware services & sta ng to the Banking and Financial Services Industry (BFSI). Our exper se intes ng methodologies and tools, combined with our domain knowledge, has given a substan al cost reduc on, enhanced revenuegenera on and also improved customer sa sfac on by the usage of our custom built nancial so ware solu ons

We have a strong process orienta on and an eye for detail to deliver high quality solu ons. We have a proven track record inworking with global, mul -loca on clients and the ability to work and communicate e ec vely with cross-cultural teams. Sakso 's

web development capabili es allow organiza ons to manage their web applica ons and e-Business frameworks. Our exper se inOpen Source, our Gold Partner status with Microso and our ability to integrate applica ons across mul ple pla orms makes us apreferred partner for discerning clients.

Our passion is to deliver solu ons to our customers who are rearing to go to market with innova ve products and solu ons.We take pride in our key a ribute of crea ng value in all our engagements and this is achieved through frameworks, deliverysupremacy and an approach to do it right the rst me. Needless to men on that our customers value our rela onship, and thisallows us to operate as Partners and not as Vendors.

SUBSIDIARY COMPANIES:

Your company has ve wholly owned subsidiaries as of 31 st March 2011. The performance of these subsidiaries are embodied and

disclosed in the Consolidated Financial Statements prepared in accordance with the provisions of Accoun ng Standards 21 issuedby the Ins tute of Chartered Accountants of India and the Lis ng Agreement of the Stock Exchanges as prescribed by the Securi esand Exchange Board of India from me to me. We strongly believe the Consolidated Financial Results represent a full picture of the details of the group.

During the year, the Ministry of Corporate A airs had issued a circular dated 8th February 2011 providing common exemp onto all companies under Sec on 212 (8) of the Companies Act, 1956 with respect to a aching full annual accounts of subsidiarycompanies along with nancials of the Company for the year 2010-2011. A statement containing brief nancial details of theCompanys subsidiaries for the nancial year ended March 31, 2011 is included in the Annual Report. The annual accounts of thesesubsidiaries and the related detailed informa on will be available for inspec on at the registered o ce of the holding companyas well as the o ce of the concerned subsidiaries during the business hours and shall be given to the investors on request at anypoint of me.

DELIVERY CENTRES:

Sakso has three global delivery centers in Chennai, Noida and Manchester. Between them, they use more than 120,000 sq. .of development space and have a sea ng capacity of 700+ people. Our Manchester center supports our UK customers with toolsand applica on support. The center is also used to conduct custom built and public educa on in IM areas for our UK customers.The Chennai center houses the corporate o ce and delivers our support, development and managed services opera ons. Chennaialso has a dedicated center for one of our Credit Management clients. Our Noida center runs our Credit Management clientsinterna onal development and support projects. One of Sakso s large clients uses all three centers for their en re outsourcingneeds and Sakso has established a dedicated connec vity between Sakso o ces and the clients network in UK.

HUMAN RESOURCES MANAGEMENT:

The organized sector in India is set to create close to a million new jobs in the year 2010 -2011 reveals Ma Foi Employment TrendsSurvey. The overall picture looks bright for the year with the inten on of crea ng close to a million new jobs. However, in theimmediate future, the hiring inten ons of employers are not loud and clear. Most of them are cau ous but op mis c about theFY 2011-12.

Bench strength in the IT industry is s ll not used up fully. Hiring is expected to take place due to con nued interna onal demand inthe IT sector. As far as ITES is concerned, domes c demand is growing though many interna onal contracts have not yet come backto normalcy. Having dominated the job market with the greatest number of new job addi ons year a er year, India's IT and ITESindustry is showing signs of stabilizing. Indian industry is showing signs of climbing the value chain and winning deals in knowledge-intensive applica ons. This sector being the 4th largest amongst all sectors is expected to create substan al amount of new jobs.


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Sakso has 427 employees as at March 31, 2011. Sakso has robust human resource management processes tailored to retainhigh caliber employees who signi cantly contribute towards the companys growth strategies. Your Company has business e upswith various leading recruitment agencies to iden fy and engage highly talented resources both at the senior management andmiddle management levels. Sakso s recrui ng model also a racts resources possessing strong technical and domain knowledgeneeded to deliver greater value to our clients. Your company values and rewards its employees in a fair manner through a robustperformance management process and a consistent focus on training and career development ini a ves to mo vate employees

who in turn will bene t the organiza on with increased opera ng e ciencies and enhanced delivery capabili es. Sakso aims tobuild a strong commitment among employees through various ini a ves and measurement tools to capture sa sfac on scoresover the year.

CORPORATE SOCIAL RESPONSIBILITY:

Sakso supports and encourages employee par cipa on across various corporate social responsibility (CSR) ini a ves. One suchsigni cant ac vity that was taken up this year which drew good response from our employees was the Chennai Marathon. A bigteam of vibrant Sakians par cipated in the 7 km City Run of the Chennai Marathon that took place on 29 August, 2010. The annualmarathon had over 100,000 par cipants in the general run and our Sakso team, led by the Managing Director Aditya Krishnasprinted, jogged and walked the distance proudly holding alo the Sakso banner. The proceeds of the event ul mately bene t theeduca on of underprivileged children. At Sakso , we take steps to build resource e ciency by making our contribu on in reducing

the impact on our environment. Our e orts in ensuring resource e ciency involve working toward conserving energy, reducing andreusing paper, reducing and recycling water and e ec ve waste management

QUALITY:

Your Company, in all its endeavours, is commi ed to provide cost e ec ve & quality services to its valued customers thereby derivinghigh customer sa sfac on. To achieve this, quality improvement measures/ techniques are being adopted at every stage from theconceptualisa on of project ll commissioning and subsequently during the opera on phases to iden fy areas of improvementand to develop ac on plans for achieving the desired level of quality in all of its ac vi es. Sakso con nues to be compliant withSEI CMM Level 5 standards. Our delivery centers have also been cer ed as IS security compliant by some of our key clients

CORPORATE GOVERNANCE:

Your Company strongly believes that adop ng good corporate governance prac ces will form a fulcrum of strong businesscommitments to the stakeholders. Good corporate governance encompasses the prac ces and procedures to be observed byManagement with regard to laws, regula ons, procedures and disclosures that must be adhered to at all mes. Your Companyas a responsible partner in society has been showing consistency in maintaining corporate governance towards its shareholders,customers, employees, the government and business partners, in all the geographies where it operates.

A detailed Corporate Governance Report and Management Discussion and Analysis Report are included as a part of this AnnualReport together with the Auditors Cer cate thereon, as required under Clause 49 of the Lis ng Agreement.

DEPOSITS:

The Company has not accepted any xed deposits pursuant to sec on 58A of the Companies Act, 1956 and consequently there areno amounts by way of interest or principal that are outstanding at the end of the year.

DIRECTORS:

Mr. Autar Krishna, Director of the Company re re by rota on at the ensuing Annual General Mee ng and being eligible, o ershimself for re-appointment. The Board recommends the re-appointment of Mr.Autar Krishna.

During the year Mr.N.K.Subramaniyam, Execu ve Director Opera ons & Technology, Mr.S.C.Agarwal Non-Execu ve Directorand Mr.Suresh Subramanian, Independent Director resigned from the Board and the Board of Directors placed on record its deepsense of apprecia on for the services rendered by them during their tenure as Directors on the Board.


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As per disclosures made by the Directors, none of the Directors are disquali ed pursuant to Sec on 274(1)(g) of the Companies Act,1956 and the disclosures have been taken on record by the Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Sec on 217(2AA) of the Companies Act, 1956, the Directors hereby con rm as follows:

That in the prepara on of the annual accounts, the applicable accoun ng standards had been followed along with proper1.explana on rela ng to material departures.

That the directors had selected such accoun ng policies and applied them consistently and made judgments and es mates2.that are reasonable and prudent so as to give a true and a fair view of the state of a airs of the Company at the end of the

nancial year and the pro ts of the Company for that period;

That the directors had taken proper and su cient care for the maintenance of adequate records in accordance with3.the provisions of this Act for safeguarding the assets of the Company and for preven ng and detec ng fraud and otherirregulari es;

That the directors had prepared the annual accounts on a going concern basis.4.

AUDITORS

The Board decides to recommend the appointment of M/s. Suri & Co, Chartered Accountants as Statutory Auditorswho shall be holding o ce from the conclusion of the ensuing Annual General Mee ng un l the conclusion of the nextAnnual General Mee ng in place of M/s. BSR & Co, Chartered Accountants as they have expressed their unwillingness to bere-appointed in the forth coming Annual General mee ng. A cer cate pursuant to Sec on 224(1B) of the Companies Act, 1956has been received from M/s. Suri & Co, Chartered Accountants to the e ect that, if appointed, it would be within the limitsprovided under that Sec on.

The Board also wishes to place on record the apprecia on to M/s. BSR & Co, Chartered Accountants, Auditors of the Company fortheir valuable service rendered during their associa on with the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :The Company is a so ware company and hence the opera ons of the Company are not energy intensive. The Company employsenergy e cient computers and o ce equipments. The company strives to evolve new technologies to see to that the infrastructureis more energy e cient.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Foreign Exchange Earning : Rs. 3,295.88 LakhsForeign Exchange Outgo : Rs. 313.18 Lakhs

MATERIAL CHANGES AFTER 31ST MARCH 2011 :

There have been no material changes and commitments between 31 st March 2011 and the date of this report having an adversebearing on the nancial posi on of the Company.

PARTICULARS OF EMPLOYEES:

The Ministry of Corporate A airs has no ed an amendment to Companies (Par culars of Employees) Rules, 1975 which may nowbe called as Companies (Par culars of Employees) Amendment Rules, 2011 wherein the disclosure of names and other par cularsof those employees who draw remunera on of more than 60 lakhs per annum or more than Rs.5,00,000 per month are to bedisclosed in the Directors report. Accordingly the names and other par culars of employees are set out in Annexure I to thisreport.


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EMPLOYEES STOCK OPTION SCHEME:

During the year the Compensa on commi ee has cancelled the earlier grant of 1,20,000 op ons under ESOP 2009 as the op ongrantees voluntarily surrendered their op ons owing to market condi ons and subsequently granted 5,00,000 op ons under theEmployees Stock Op on plan 2009 on 3 rd December 2010 to eligible employees of Sakso and its subsidiaries at the rate of Rs.44.25 per op on.

The approval of the shareholders was obtained through the postal ballot process on 8 th March 2011 for extending the exerciseperiod to 5 years from the date of gran ng of op ons to the op on holders under Employee Stock Op on Scheme, 2006 withan objec ve of providing the op on holders to take an informed decision on exercising their op ons. Under the Employee StockOp on Scheme, 2006 no op ons have been further re-issued during the year.

Details that are required to be provided under the SEBI (Employees Stock Op on Scheme and Employees Stock Purchase Scheme)Guidelines, 1999 are set out in Annexure I to this Report.

INVESTOR SERVICES

Investor Services are pivotal to the opera ons of the Company and hence your company always lays tremendous importanceto redressing investor grievances and requests. The Compliance o cer directly liaises with the Investor in ma ers rela ng toInvestor services. The web-site of Sakso (www.sakso .co m) is designed in a manner which is investor friendly. The Company hasestablished an investor grievances commi ee to redress the grievances of the investor. The Company has designated an exclusivee-mail ID investorqueries@sakso .co.i n for investor queries to enable the investors to make their complaints, grievances and otherrequests. Investor rela ons remained cordial during the year under review and there are no investor complaints pending as on31 st March 2011.

ACKNOWLEDGEMENT

Your Company takes this opportunity to thank its customers, vendors, investors, business associates and bankers for their supportextended during the year to the Company.

The Directors also thank the Government of India, the Governments of various countries, the concerned State Governments,Government Departments and Governmental Agencies for their co-opera on. The Directors wish to place their apprecia on to theemployees of the Company for the excellent contribu ons extended at all levels in achieving growth and results.

BY ORDER OF THE BOARD OF DIRECTOR

FOR SAKSOFT LIMITED

Place: Chennai AUTAR KRISHNADated : MAY 27, 2011 CHAIRMAN


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ANNEXURE II TO THE DIRECTORS REPORT

Informa on to be disclosed under the SEBI (Employees Stock Op on Scheme and Employee Stock Purchase Scheme) Guidelines,1999.

Name of the Plan ESOP 2006 ESOP 2009

(a) Op ons Granted NIL 500,000 on 3 rd December 2010

(b) Pricing Formula NIL The Stock Op ons granted were pricedat the prevailing market price for theCompanys equity shares quoted onthe Na onal Stock Exchange of India onthe date prior to the date on which theCompensa on Commi ee decided torecommend to the grant of op ons toeligible employees.

Op ons Vested during the year2010-11

20500 Ves ng commences a er 2nd December

2011

Op ons Exercised NIL NILThe total number of shares arising as aresult of exercise of Op ons NIL NIL

Op ons Lapsed 104250 100000

Varia on of terms of Op ons NIL NIL

Money Realised on exercise of op ons NIL NIL

Total Number of op ons in force. 50500 400000

Employee wise details of Op ons grantedto

Senior Management Personnel.(1)

Any other employee who(2)receives a grant in any yearof op on amoun ng to 5% ormore of op ons granted duringthe year.

Iden ed employees who were(3)granted op ons during any oneyear, equal to or exceeding1% of the issued capital of the

Company at the me of grant.

NIL

NIL

NIL

Mr.N K Subramaniyam 100,000Ms.Annu Thomas 100,000Mr.Niraj Kumar Ganeriwal 100,000Mr.Dhiraj Mangla 50,000Mr.Sampath Rengachari 100,000Mr.Sasikumar- 50,000

NIL

NIL


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Name of the Plan ESOP 2006 ESOP 2009

Diluted Earnings per share pursuant toissue of shares on exercise of op onscalculated in accordance with Accoun ngStandard (AS) 20 (Earnings per share)

Not Applicable Not Applicable

Where the Company has calculatedthe employee compensa on costusing intrinsic value of Stock op on,the di erence between the employeecompensa on cost so computed and theemployee compensa on cost that shallhave been recognized if it had used thefair value of op ons, shall be disclosed.The impact of this di erence in Pro ton EPS of the Company shall also bededucted.

The Company has calculated theemployee compensa on costusing the intrinsic value of stockop ons. Had the fair value methodbeen used, in respect of stockop ons granted, the employeecompensa on cost would havebeen higher by Rs.29,80,194 Pro ta er tax lower by Rs.29,80,194 andthe basic and diluted earnings pershare would have been lower by

Rs.0.29 respec vely.

The Company has calculated the employeecompensa on cost using the intrinsic valueof stock op ons. Had the fair value methodbeen used, in respect of stock op onsgranted, the employee compensa on costwould have been higher by Rs.1,90,567Pro t a er tax lower by Rs.1,90,567 andthe basic and diluted earnings per sharewould have been lower by Rs.0.0187respec vely.

Weighted-average exercise prices andweighted average fair values of op onsshall have been disclosed separatelyfor op ons whose exercise price eitherequals or exceeds of is less than themarket price of the Stock.

No op ons granted during the year. Op ons grant Date : 3 rd December 2010Grant Price : Rs.44.25Fair Value : Rs.23.58

A descrip on of the method andsigni cant assump ons used during theyear to es mate the fair value of op ons,including the following weighted averageinforma on

NIL The Fair value of the stock op ons grantedon 3 rd December 2010 has been calculatedusing the Black-Scholes op ons pricingformula and the signi cant assump onsmade in this regard are as follows

3 rd December 2010

risk-free interest rate(i)expected life(ii)expected vola lity(iii)expected dividend(iv)the price of the underlying(v)share in market at the meof op on grant

NIL 7%8 years62.84%1.91%44.25


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REPORT ON CORPORATE GOVERNANCEPURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT

Companys Philosophy on Corporate Governance:

The Board of Directors ('the Board') of Sakso Limited is at the core of our corporate governance prac ce and oversees how the

Management serves and protects the long-term interests of all our stakeholders. We believe that an ac ve, well-informed andindependent Board is necessary to ensure highest standards of corporate governance . Our values are always integrated into everyaspect of our work and we believe it to be a core a ribute of being socially responsible. The Company has adopted a Code of Conduct for its senior management including the Whole- me Directors and the Managing Director.

Sakso s philosophy on corporate governance has evolved over a period of me and strives to achieve balance between individualinterests and corporate goals through the e cient conduct of its business and mee ng its stakeholder obliga ons in a manner thatis guided by transparency, accountability and integrity. Accountability improves decision-making and transparency helps to explainthe ra onale behind decisions and to build stakeholder con dence. We believe that sound corporate governance is cri cal toenhancing and retaining investor trust. Accordingly, we always seek to ensure that we a ain our performance goals with integrity.Our Board exercises its duciary responsibili es in the widest sense of the term.

It has been the endeavour of the Company to be one of the best prac oners of Corporate Governance and ensure compliancewith Clause 49 of the Lis ng Agreement. The Company fosters a culture in which high standards of ethical behaviour, individualaccountability and transparent disclosure are ingrained in all its business dealings and shared by its board of directors, managementand employees.

The following is a report on the status and progress on Corporate Governance and its implementa on as per Clause 49 of the Lis ngAgreement with the Stock Exchanges.

BOARD OF DIRECTORS:

The Board of Directors along with its Commi ees provides leadership and guidance to the Company's management and directs,supervises and controls the performance of the Company. The Board currently comprises of ve Directors. The Company has aNon-Execu ve Chairman and the three Independent Directors comprise of more than half of the total strength of the Board. Allthe Independent Directors have con rmed that they meet the 'independence' criteria as men oned under Clause 49 of the Lis ngAgreement.

None of the Directors on the Company's Board is a Member of more than ten Commi ees and Chairman of more than veCommi ees (Commi ees being, Audit Commi ee and Investors' Grievance Commi ee) across all the companies in which thereare Directors. All the Directors have made necessary disclosures regarding Commi ee posi ons held by them in other companies.

The required informa on as enumerated in Annexure IA to Clause 49 of the Lis ng Agreement is made available to the Board of

Directors for discussions and considera on at Board Mee ngs. The Board reviews the declara on made by the Company Secretaryregarding compliance with all applicable laws on a quarterly basis as also steps taken to remediate instances of non- compliance.The Managing Director and the Chief Financial O cer (CFO) have cer ed to the Board in accordance with Clause 49 V of theLis ng Agreement pertaining to CEO and CFO cer ca on for the Financial Year ended March 31, 2011.


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Composi on and category of Directors:

Name of the Directors Designa on Category

Autar Krishna Chairman Non-Execu ve and Promoter

Aditya Krishna Managing Director Execu ve and Promoter

R Rajagopalan Director Independent Non-Execu ve

Amitava Mukherjee Director Independent Non-Execu ve

Ajit Thomas Director Independent Non-Execu ve

N K Subramaniyam* Execu ve Director (Opera ons & Technology) Whole Time Director - Execu ve

S C Agarwal** Director Non-Execu ve

Suresh Subramanian*** Director Independent Non-Execu ve

Note:-During the year under review the following Directors have resigned from the Board.

* Mr.N.K.Subramaniyam resigned from the Board on 23 rd August 2010.

** Mr.S.C Agarwal resigned from the Board on 8 th September 2010.

*** Mr.Suresh Subramanian resigned from the Board on 27 th September 2010.

Shares held by Non-execu ve Directors:

The Non-execu ve Directors of the Company other than Mr. Autar Krishna do not hold any shares of Sakso . Mr. Autar Krishnaholds 200,120 Equity Shares of Sakso Limited.

Board Mee ngs

The mee ngs of the Board deliberate among other things, key issues like periodic opera ng and nancial results, capital/opera ngbudgets, ndings/comments of the Statutory, and Internal auditors, risk management, internal controls, issue of capital and otherresource mobiliza on e orts. The Board also deliberates on the Company's strategy for medium and long term growth.

The annual calendar of Board Mee ngs is agreed upon at the beginning of the year to ensure that there is full a endance andpar cipa on in the Board mee ngs. The Company conducts Board mee ngs in compliance with the requirements of the Companies

Act, 1956 and the Lis ng Agreement. During the nancial year 2010-11, the Board met 4 mes on 28 th May 2010, 6 th August 2010,28 th October 2010 and 21 st January 2011.


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The a endance of each director at Board Mee ngs and last Annual General Mee ng and the number of other chairmanship/membership of the commi ees of each director in various companies are as under.

Name of the DirectorPar culars of the

a endance in

Directorship inother Indian

Public Companies

Posi on on Audit & InvestorGrievance Commi ees in other

Indian Public Companies

BoardMee ngs

Last AGM As Chairman As Member

Autar Krishna 4/4 Yes 3 - 2

Aditya Krishna 4/4 Yes 2 - 1

N K Subramaniyam 1/2 Yes - - -

S C Agarwal 2/2 Yes 1 - -

R Rajagopalan 4/4 Yes 3 2 3

Amitava Mukherjee 3/4 Yes 1 - -

Suresh Subramanian 2/2 Yes - - -

Ajit Thomas 3/4 No 9 - -

Notes :

1. Mr.N.K.Subramaniyam, Mr.S.C.Agarwal and Mr.Suresh Subramanian resigned from the Board on 23 rd August 2010,8th September 2010 and 27 th September 2010 respec vely.

2. None of the Directors of the Company hold membership of more than ten Commi ees nor is a Chairman of more thanve commi ees (as speci ed in Clause 49), across all companies of which he is a director. Necessary disclosures regarding

Commi ee posi ons in other Indian public companies as at March 31, 2011 have been made by the Directors.

3. The commi ees considered for above purpose are those as speci ed in exis ng Clause 49 of the Standard Lis ngAgreement(s) i.e. Audit Commi ee and Shareholders/Investors grievance Commi ee.

BOARD PROCEDURE: The Board meets at least once in a quarter and the interval between two mee ngs is not more than 4 months. Apart fromthe statutory requirements, the role of the board includes se ng the annual business plan, periodic review of opera ons andconsidering proposals for diversi ca on, investments, and business re- organiza on. The informa on periodically placed before

the board includes status of statutory compliance, proceedings/minutes of all commi ees including the audit commi ee.

AUDIT COMMITTEE:

The terms of reference s pulated by the Board to the audit commi ee cover the ma ers speci ed under clause 49 of the Lis ngAgreements with the Stock Exchanges.

The Audit commi ee of the company consists of 3 non-execu ve and independent directors. The composi on of the commi eeand the quali ca on prescribed for the members are in compliance with the requirements of clause 49 of the Lis ng Agreement.All the members of the Commi ee are nancially literate and have su cient accoun ng and nancial management exper se.


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The members of the Audit Commi ee are as follows:

1. R Rajagopalan - Independent Director - Chairman

2. Amitava Mukherjee - Independent Director - Member

3. Ajit Thomas - Independent Director - Member

During the year 2010-11, the Audit Commi ee met four mes on 28 th May 2010, 6 th August 2010, 28 th October 2010 and21 st January 2011. The interval between two mee ngs convened was not more than four months. Majority of the membersmaintaining requisite quorum of the commi ee have a ended all the audit commi ee mee ngs. The Company also adheres to theCompanies Act, 1956, the Lis ng Agreement and the SEBI Guidelines in rela on to the quorum for the mee ngs, role and powersof the commi ee.

REMUNERATION COMMITTEE:

The companys Remunera on commi ee consists of three non-execu ve independent directors. Mr. R Rajagopalan,Mr. Amitava Mukherjee and Mr. Ajit Thomas are the members of the commi ee. The scope/role of the commi ee is to recommendto the Board of Directors, the remunera on payable to the whole me directors as and when they come up for review and alsoadministers the Employees Stock Op on plans of Sakso Limited.

Mr. Rajagopalan is the chairman of the Remunera on commi ee. During the year, the commi ee met twice on 28th May 2010and 21 st January 2011 and majority of the commi ee members have a ended all the mee ngs.

The details of remunera on paid to the Managing Director and Execu ve Director (Opera ons & Technology) of the Company forthe year ended 31 st March 2011 are as under:

Name Salary Commission Total

Aditya Krishna, Managing Director 30,00,000 NIL 30,00,000

N K Subramaniyam Execu ve Director

(Opera ons & Technology) ll23 rd August 2010 23,75,000 NIL 23,75,000

Note: During the year ended March 31, 2011, the Company had received approval from the Ministry of Corporate A airs towardspayment of remunera on of Rs.60 lakhs per annum to Mr.N.K Subramaniyam, Execu ve Director Opera ons & Technology withe ect from 1 st April 2010 to 24 th September 2013 or ll he remains as Whole- me Director in the Company whichever is earlier.In the light of the above circumstances the remunera on shown in the above table is calculated ll 22 nd August 2010 as he hasresigned from the Board with e ect from 23 rd August 2010 as Whole- me Director.

REMUNERATION OF NON-EXECUTIVE DIRECTORS:

The Company pays Si ng Fees of (a) Rs. 20,000/- per mee ng to its Non-execu ve and Independent Directors for a ending

mee ngs of the Board and (b) Rs. 5,000/- per mee ng to its Non-execu ve and Independent Directors for a endingmee ngs of Commi ees of the Board. Your Company has obtained approval from the Ministry vide their le er dated3rd February 2010 towards payment of commission within the ceiling of 1% of net pro ts computed under the applicable provisionsof the Companies Act, 1956 for ve (5) nancial years commencing from 1 st April 2008 and as approved by the members at theNinth Annual General Mee ng of the Company. The said commission will be decided each year by the Board of Directors anddistributed amongst the Non-execu ve and Independent Directors based on the period of their associa on with the Companyduring the year.

The summary of si ng fees paid for the year ended 31 st March 2011 to the directors and the Commission are as follows:


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S.No. Names of Directors Si ng Fees(Board

Mee ngs)

Si ng Fees(Commi eeMee ngs)

ManagerialCommission

Payable.

Total

1. Autar Krishna Rs.80,000 Nil Rs.75,500 Rs.1,55,500

2. R.Rajagopalan Rs.80,000 Rs.45,000 Rs.75,500 Rs.2,00,500

3. Amitava Mukherjee Rs.60,000 Rs.30,000 Rs.75,500 Rs.1,65,500

4. Suresh Subramanian Rs.40,000 Rs.20,000 NIL Rs.60,000

5. S.C.Agarwal Rs.40,000 Rs.25,000 NIL Rs.65,000

6. Ajit Thomas Rs.40,000 Rs.20,000 Rs.75,500 Rs.1,35,500

SHAREHOLDERS GRIEVANCES COMMITTEE:

The Board has cons tuted a shareholder/Investors grievance commi ee comprising of Mr. R Rajagopalan, Mr. AmitavaMukherjee and Mr.Ajit Thomas. The Commi ee looks into redressing of shareholders complaints like share transfers,non-receipt of dividend warrants etc. Mr. R Rajagopalan is the chairman of the Commi ee. Mr. S Narayan, the CompanySecretary and Compliance O cer of the Company is the secretary of the commi ee. During the year, the commi ee met3 mes on 28 th May 2010, 6 th August 2010, and 21 st January 2011.

During the year under review your Company had received only one request from a shareholder towards reissue of dividend warrantwith respect to the dividend declared for the year 2010 and has been duly resolved by the Company a er veri ca on of details tothe sa sfac on of the Company and the Registrar. Apart from the above there was no investor complaints received for the yearended 31 st March 2011.

GENERAL BODY MEETINGS

(i) Loca on and Time, where last three Annual General Mee ngs were held:

Year Loca on Date Time

2007-08 Naradha Gana Sabha, Mini Hall, 314, TTK Road, Chennai 600 018 25.09.2008 10.00 AM

2008-09 The Music Academy, Kasturi Srinivasan Hall, New No.168, TTK Road,Royape ah, Chennai 600 014 31.07.2009 10.00 AM

2009-10 Naradha Gana Sabha, Mini Hall, 314, TTK Road, Chennai 600 018 06.08.2010 10.00 AM

(ii) Special Resolu on passed during the last three Annual General Mee ngs

FinancialYear

General Mee ng S.No. Par culars of Special Resolu on passed.

2007-08 9 th Annual General Mee ng 1. A special resolu on was passed for approval of excess remunera onpaid to Mr. V.Ramanathan, Chief Execu ve O cer.

2. A special resolu on was passed for payment of commission toNon-Execu ve Directors.

2008-09 10 th Annual General Mee ng 1. A special resolu on was passed for approval of excess remunera onpaid to Mr.Aditya Krishna. Managing Director.

2. A special resolu on was passed for approval of excess remunera onpaid to Mr.N.K.Subramaniyam, Execu ve Director (Opera ons &Technology).

3. A special resolu on was passed for approval of excess remunera onpaid to Mr.V.Ramanathan, erstwhile Chief Execu ve O cer.


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FinancialYear

General Mee ng S.No. Par culars of Special Resolu on passed.

2009-10 11 th Annual General Mee ng 1. A special resolu on was passed for approval of excessremunera on paid to Mr.Aditya Krishna. Managing Director.

2. A special resolu on was passed for approval of excessremunera on paid to Mr.N.K.Subramaniyam, Execu veDirector (Opera ons & Technology).

3. A special resolu on for revision in terms of remunera on of Mr.Aditya Krishna, Managing Director.

4. A special resolu on for approval for payment of remunera onas minimum remunera on to Mr.N.K.Subramaniyam,Execu ve Director (Opera ons & Technology)

(iii) Special Resolu ons passed through Postal Ballot:

On 8 th March 2011 two special resolu ons on inter-corporate investments and an amendment to the exercise period for theop ons granted under Employee Stock Op on Plan 2006 for the bene t of eligible permanent employees including Directorsof Sakso Limited and Permanent employees including Directors of Subsidiary Companies of Sakso Limited and two ordinaryresolu ons on borrowings in excess of paid up capital and free reserves and crea on of charges with respect to the borrowingswere passed through Postal Ballot.

(iv) Special resolu on to be conducted by way of postal ballot:

The Company does not envisage any special resolu on to be conducted by way of postal ballot. However this is subject to any othercon ngencies or event that may happen in near future.

DISCLOSURES:

A statement of related party transac on has been disclosed as a part of the accounts as required under Accoun ng Standard 18issued by the Ins tute of Chartered Accoun ng Standards of India.

There have been no instances of non-compliances by the Company. Hence there are no penal es, strictures imposed by the StockExchanges or SEBI or any other statutory authority on any ma er related to the Capital Markets during the last three years on theCompany.

The Company has established the Whistle Blower policy and the company a rms that there are no personnel who were deniedaccess to the Audit commi ee.

Details of Compliance with the Mandatory Requirements:

The Company has complied with all the mandatory requirements prescribed under the Lis ng Agreement. The Remunera oncommi ee of the Directors is cons tuted in compliance with the non-mandatory requirements prescribed under the Lis ngAgreement.

MEANS OF COMMUNICATION

The Company publishes the quarterly nancial results in the manner prescribed by the Na onal Stock Exchange. For the nancialyear ending 31 st March 2011, the quarterly results were led and published in the manner set forth below


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Quarter Date of Filing with theStock Exchange

Date of publica on in EnglishNews paper

Date of publica on in Vernaculardaily

I 28 th May 2010 29 th May 2010 Trinity Mirror 29 th May 2010 Makkal Kural

II 6th August 2010 7 th August 2010 Trinity Mirror 7th August 2010 Makkal Kural

III 28th

October 2010 29th

October 2010 Trinity Mirror 29th

October 2010 Makkal KuralIV 21 st January 2011 22 nd January 2011 Trinity Mirror 22 nd January 2011 Makkal Kural

The quarterly and annual nancial results are posted in the Companys web-site www.sakso .co m.

UPDATED WEBSITE:

SEBI vide its circular CIR/CFD/DIL/10/2010 dated 16 th December 2010 has amended the lis ng agreement and introduced a newclause 54 towards maintenance of website wherein all listed companies are mandated to maintain a func onal website that containsbasis informa on about the Company and duly updated statutory lings if any. Your company has recently re-designed its website toprovide more informa on on management and service o erings and also has a dedicated page for the Investors wherein all the annualreports and the latest ling of the shareholding pa erns are readily accessible.

CEO / CFO CERTIFICATION

As required by Clause 49 of the Lis ng Agreement, a Cer cate on the nancial statements and Cash Flow statement of the companyfor the year ended March 31, 2011 has been duly signed by the Managing Director and Chief Financial O cer.

GENERAL SHAREHOLDER INFORMATION: (TENTATIVE)

Par culars Details

Annual General Mee ng Date : 5 th August 2011Time : 10.00 A.MVenue : P.Obul Reddy Hall, Vani Mahal,103, G.N. Che y Road, T.Nagar, Chennai 600 017

Financial Year

Periodical resultsResults for I Quarter ending 30 th June 2011Results for II Quarter ending 30 th September 2011Results for III Quarter ending 31 st December 2011Results for the year ending 31 st March 2012

1ST April to 31 st March

First week of August 2011First week of November 2011First week of February 2012Last week of May 2012

*The schedule is tenta ve.

Book Closure Date 29 th July 2011 to 5 th August 2011 (both days inclusive)

Dividend Payment Date Between 16 th August 2011 and 4 th September 2011

Lis ng on Stock Exchanges The Equity shares of the Company are listed at the Na onalStock Exchange of India Limited and are permi ed to betraded on the Bombay Stock Exchange under the categorypermi ed securi es.The annual lis ng fee as prescribed by the Na onal StockExchange has been paid to them within the prescribed melimit.

Stock CodeDEMAT ISIN Number in NSDL and CDSL for Equity Shares.

SAKSOFT EQ INE667G01015

Market Price Data: High and Low during each month in lastnancial year

The Na onal Stock Exchange of India Limited, Mumbai(Provided below)


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Na onal Stock Exchange

Month, Year Price High Price Low

April 2010 65.75 47.00

May 2010 76.95 55.30

June 2010 63.65 50.00

July 2010 58.00 50.40

August 2010 58.75 48.00

September 2010 50.85 45.00

October 2010 51.50 43.00

November 2010 46.00 37.35

December 2010 57.30 35.65

January 2011 54.00 41.25

February 2011 68.50 49.65

March 2011 55.90 46.00

Stock Movement Chart


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Registrar and Transfer Agents:

Cameo Corporate Services LimitedSubramanian BuildingsNo.1, Club House Road, Chennai 600 002.Tel:+91-44-28460390, Fax: +91 44 28460129Email: sakso @cameoindia.comWeb-site: www.cameoindia.com

Share Transfer System: The Companys shares are traded in the Stock Exchanges compulsorily in DEMAT mode. Pursuant to thedirec ves issued by the Securi es and Exchange Board of India, the share transfers, both physical and demat are handled by ourtransfer agents, M/s Cameo Corporate Services Limited, Chennai. Shares in physical mode which are lodged for transfer either withthe company or with the share transfer agents are processed subject to the exercise of op on under Compulsory Transfer cumdemat procedure.

Distribu on of shareholding as on 31 st March 2011:

Number of SharesShareholders No of Shares

Number % Number %Upto 5000 1787 86.83 2059400 2.03

5001-10000 112 5.44 910000 0.90

10001-20000 49 2.38 729450 0.72

20001-30000 30 1.46 767080 0.76

30001-40000 12 0.58 410860 0.40

40001-50000 8 0.39 358370 0.35

50001-100000 24 1.17 1834000 1.81

100001 and above 36 1.75 94330840 93.03Total 2058 100 10140000 100

Pa ern of Shareholding as on 31 st March 2011

Category No of Shares % holding

Promoters 7578300 74.74

Mutual Funds & UTI Nil Nil

Banks/Financial Ins tu ons 101297 1.00

NRI's/OCB 162305 1.60

Corporate Bodies 394127 3.89

Public 1772836 17.48

Others 131135 1.29

Total 10140000 100.00


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Dematerializa on of shares and liquidity

As at 31.03.2011, 68.25% of equity shares have been dematerialized. These shares are traded in the Na onal Stock Exchange andBombay Stock Exchange. The Company has not issued any ADRs/GDRs or any conver ble bonds.

During the year under review, Mr.Aditya Krishna, Promoter, purchased 4047 Shares of the Company from the open marketamoun ng to 0.04% of the total Paid-up Capital. Adequate disclosure has been made to the Stock Exchanges under SEBI TakeoverRegula ons 1997.

O ce Loca ons:

Sakso LimitedSP Infocity, Block A,2nd Floor, 40, MGR Salai,Perungudi, KadanchavadiChennai 600 096Ph: 044- 2454 3500Fax: +91-44- 2454 3510

Sakso LimitedB-35-36, Sector 80Phase II, Noida 201 305U ar PradeshTel :+91- 0120 2462175Fax : +91-0120 - 2462179

Sakso Inc.,Suite 2562,2500 Plaza 5,Harborside Financial CentreJersey City, NJ 07311 4035.P: +001 201 633 4744F: +001 212 504 8026

Sakso Pte Limited3, Shenton Way#15-06, Shenton House,Singapore 068805P:+65-62242550F:+65-62242783

Sakso Ltd.,Waterside Court, #1, Crewe Road,Manchester M23 9BE, UKP:+44-8707894321F:+44-8707894002

Sakso Investments PrivateLimited,Waterside Court, #1, CreweRoad, Manchester M23 9BE,UKP:+44-8707894321F:+44-8707894002

Sakso GmbHLyonerstr 14 60528, Frankfurt,GermanyP:+49-69-6655 4218F:+49-69-6688 4100

Sakso HK LimitedFlat/RM 701, 7/FFar East Consor um Building113-125, Des Voeux RD CentralHong Kong

Address for Correspondence:Sakso Limited,SP Infocity, Block A,2nd Floor, 40, MGR Salai,Perungudi,KadanchavadiChennai 600 096Ph: 044 - 24543500Fax: +91-44-24543510

Exclusive E-mail ID for redressal of investor complaints:

In terms of Clause 47(F) of the lis ng agreement, please use the following contacts for redressal of investor Complaints

E-mail : complianceo cer@sakso .co.in

Compliance O cer : Mr. S Narayan

Tel Nos : +91 44 - 24543500


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Compliance with Code of Conduct

The Board of Directors has a rmed compliance with the Code of Conduct for Board of Directors & Senior Management adoptedby the Company for the year ended 31 st March 2011.

Declara on by the Managing Director under Clause 49 of the Lis ng Agreement regarding adherence to the Code of Conduct

In accordance with Clause 49 of the Lis ng Agreement with the Stock Exchanges, I hereby con rm that, all the Directors andSenior Management Personnel of the Company have a rmed compliance with the Code of Conduct, as applicable to them for theFinancial Year ended 31 st March 2011.

For Sakso Limited

Aditya Krishna Managing Director

Place: Chennai

Date : May 27, 2011


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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report contain certain forward looking statements that may lead to risks and uncertain es.

The usage of words like an cipate, believe, es mate, intend, will and expect and other similar expressions as they relate

to the Company or its business are intended to iden fy such forward-looking statements. The Company undertakes no obliga on

to publicly update or revise any forward-looking statements. Actual results, performances or achievements could di er materiallyfrom those expressed or implied in such forward looking statements. Readers are cau oned not to place undue reliance on these

forward-looking statements.

Overview:

The nancial statements have been prepared in accordance and in compliance with the requirements of Companies Act, 1956,

Lis ng Agreement, Accoun ng Standards and other statutory accoun ng pronouncements in India. The management accepts the

responsibility for the integrity and objec vity of these nancial statements, as well as for es mates and judgements used herein.

The es mates and judgements rela ng to the nancial statements have been made on a prudent and reasonable basis, in order to

ensure that the nancial statements re ects a true and fair view of the form and substance of transac ons and reasonably presentour state of a airs of the Company and pro ts for the year.

1.0 Business Overview

1.1 Global Economy

The US economy grew by 2.9% in 2010, the most in ve years a er shrinking 2.6% in 2009. Consumer spending rose close to 4%

in the last few quarters triggering the economic recovery. The UK economy has started coming out of recession the economy grew

by 1% in 2010 but then the growth in the economy is subject to the e ec veness of public sector spending cuts as envisaged by

the new coali on government .

The Indian economy con nues to grow at 7% and above and this growth is riding on the high growth in manufacturing andgovernment ini a ves to promote global businesses to set up Indian bases.

Rising oil prices, poli cal turmoil in Middle East and Africa, economic climates in India and China and consumer spending in USA

would con nue to a ect the way global economy behaves in the next 12-24 months.

1.2 IT Industry outlook

Global Technology spending is con nuing to grow despite economic and poli cal events that cause blips in the growth trajectory.

Stabiliza on of global economic condi ons and the nancial services sector will set the pace for the industrys growth.

Per Nasscom es mates, The Global IT/BPO spend crossed $1.6 trillion

mark. Almost all cons tuents of IT industry grew, though marginally.

Figure 1: NASSCOM es mates on World-IT BPO spend


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As the picture on IT Services spending indicates, enterprise spendingon IT services is likely to increase by more than 150 basis pointsover the next 24 months. This should augur well for the Indian ITservices industry

Figure 2: NASSCOM es mates on growth of World-IT services spending

Amongst major markets for IT outsourcing, USA accounts for andwill con

plugin saksoft annualreport 2010 2011

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