FOR THE FINANCIAL YEAR 2015-16

Dear Shareholders,

Your Directors present the Twenty Third Annual Report (the “Report”) of the Company along with the Audited Financial Statements for the year ended March 31, 2016.

OVERVIEW

a) Performance of the Company

The year 2015-16 was a watershed year for the Company. The Company had approached CDR Lenders, Non-CDR Lenders and Lessors of the Company and lenders of its subsidiaries (“DRS Lenders) for restructuring of the debts of the Company. The Company was also in discussion with its Foreign Currency Convertible Bonds (FCCBs) holders for restructuring of FCCBs. The Company received approval from Corporate Debt Restructuring (CDR) cell vide its letter dated June 14, 2016 for the Debt Realignment Scheme (DRS) proposal submitted to DRS Lenders. As per the restructuring terms agreed with DRS Lenders, the DRS Lenders will be issued equity shares to the extent of 40% of their outstanding debt exposure, preference shares to the extent of 35% of their outstanding debt exposure and balance 25% will be continued as debt in the books of the Company.

As part of the DRS Proposal, the Company also approached its FCCB Holders with a similar restructuring proposal. The Company also received consent from its bondholders for the restructuring of the FCCBs of the Company and waivers of all existing defaults in respect of the FCCBs. As a result of these restructurings, the debt repayment pressure was eased out which will help the Company to focus on business growth. As a result of all these efforts, for past one year, the Company reported a positive net worth as on March 31, 2016. Also, for the first time in the last 5 years, the Company posted a Net Profit after Tax of 2017 lacs for the quarter ended June 30, 2016.

The Board would like to place on record its appreciation for the support given by the DRS Lenders and the FCCB Holders for helping the Company achieve this milestone.

The Board would also like to thank all the shareholders of the Company who have supported and stood by the Company and the management during this difficult journey.

The Board feels confident that with the debt crisis resolved, the Company can now start the recovery process and achieve growth in the coming quarters and years and thereby increase shareholder value.

b) Financial Performance of the Company on Standalone and Consolidated basis:

Rs. in Crores
Particulars

Standalone

Consolidated

Year ended March 31, 2016 Year ended March 31, 2015 Year ended March 31, 2016 Year ended March 31, 2015
Total Income 376.70 403.81 1,130.10 1,348.43
Total Expenses 615.19 747.37 1,379.92 1,611.78
Profit/(Loss) before exceptional items and tax (238.49) (343.56) (249.82) (263.35)
Exceptional items 698.03 690.62 (656.15) 673.17
Profit / (Loss) before tax (936.52) (1,034.18) (905.97) (936.52)
Tax expense - - 5.96 14.17
Deferred Tax Expense - - 0.35 (3.03)
Tax Expense from earlier years 127.15 23.57 146.99 28.40
Profit/(Loss) after tax (1,063.67) (1,057.75) (1,059.27) (976.06)
Minority interest - - (2.87) (0.21)
Profit/(Loss) for the period (1,063.67) (1,057.75) (1,056.40) (976.27)
Earnings Per Share (Basic in Rupees) (Before exceptional items) (5.87) (6.39) (16.96) (5.29)
Earnings per share (Basic in Rupees) (After exceptional items) (17.08) (18.25) (27.50) (16.85)

TRANSFER TO RESERVES

There is no amount proposed to be transferred to general reserve this year due to unavailability of profits.

DIVIDEND

In view of the current financial position of the Company, the Board of Directors feel prudent to not recommend any dividend (equity or preference) for the year ended March 31, 2016.

BUSINESS

Your Company has a comprehensive set of IP based software solutions (20+), coupled with a wide range of IT Services to address the dynamic requirements of a variety of industry verticals including Banking, Insurance, Capital Markets, Asset & Wealth Management (BFSI). The Company also provides solutions for other verticals such as Government, Manufacturing, Distribution, Telecom and Healthcare.

The business activities of the Company are broadly divided into two categories viz: IT Solutions and Transaction Services. IT Solutions business comprises of software products and IT enabled services while the transaction services comprise of BPO and KPO services. The Company has a good product portfolio and has dominant presence in fast growing emerging economies. The Product Business of the Company has a wide base with more than 800 active customers who are satisfactorily using the Companys products.

The contribution to the revenue for the year from IT Solutions was 94% and that of Transaction Services was 6%.

Your Company has presence in 50 countries across six operational geographies, viz. South Asia, Asia Pacific (APAC), Middle East and Africa (MEA), Kingdom of Saudi Arabia (KSA), Western Europe (WE) and North America (US). Your Company has marketing network around the world, including North America, Western Europe, Middle East and Africa and Asia Pacific. The business of your Company is largely divided into Emerging Markets and Developed Markets. The share of the Emerging Markets to total revenue of the Company is about 68%, while that of Developed Markets is about 32%. For detailed operations and business performance and analysis, kindly refer the Management Discussion & Analysis which forms a part of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

In terms of the CDR package, the Company was given a mandate to identify its non core business/ assets for sale and utilize the proceeds to deleverage its balance sheet. The Master Restructuring Agreement (MRA) signed with the Lenders had also identified certain assets. As per this mandate, the following subsidiaries were divested during the year:

i. In November 2015, 3i Infotech Trusteeship Services Limited was divested to UTPL Corporate Trustees Private Limited.

ii. In February 2016, 3i Infotech - Framework Limited was sold to Framework Luxembourg SARL.

As on March 31, 2016, the number of subsidiaries was reduced to 22 (twenty two).

As per the first proviso to Section 129(3) of the Companies Act, 2013 (the “Act”) read with Rule 5 of Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures in the prescribed Form AOC-1 is attached to the consolidated financial statements.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans, guarantees or investments granted/made during the year are given under the notes to standalone financial statements forming part of the Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions. The said policy can be viewed on the Companys website by accessing the following link: http://www.3i-infotech.com/content/investors/investors.asp under “Corporate Governance”

Details regarding related party disclosure are given under the notes to standalone financial statements which form part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year, the Shareholders approved the following Resolutions through Postal Ballot concluded on March 18, 2016:

1. Authorisation for restructuring of the Companys debts;

2. Issue of equity shares against conversion of a portion of the outstanding amounts due to the Debt Realignment Scheme (DRS) Lenders;

3. Issue of non convertible redeemable preference shares against conversion of a portion of the outstanding amounts due to the DRS Lenders;

4. (i) Issue as part of the proposed restructuring of the outstanding US$ 125,356,000 5 per cent. convertible bonds due 2017 (the “5% Bonds”) and US$ 2,435,000 4.75 per cent. convertible bonds due 2017 (the “4.75% Bonds”, and together with the 5% Bonds, the “Existing Bonds”), new foreign currency convertible bonds to the holders of the Existing Bonds in exchange for the Existing Bonds, and

(ii) amend the terms of the outstanding Existing Bonds (to the extent not exchanged) including extension of the maturity and reduction of the conversion price;

5. Increase in Authorised Share Capital by 90 crore equity shares of 10 each, 150 crore Class B preference shares of 5 each and 105 crore Class C preference shares of 1 each and Amendment to Memorandum of Association of the Company and

6. Amendment to Articles of Association of the Company.

Further, during the year, the Shareholders approved the following Resolutions through Postal Ballot concluded on May 13, 2016:

1. Increase in Authorised Share Capital of the Company to the extent of 20 crore equity shares of 10 each and consequent amendment to the Memorandum of Association of the Company;

2. Amendment to the Articles of Association of the Company;

3. (i) Issue as part of the proposed restructuring of the outstanding US$ 125,356,000 5 per cent. convertible bonds due 2017 (the “5% Bonds”) and US$ 2,435,000 4.75 per cent. convertible bonds due 2017 (the “4.75% Bonds”, and together with the 5% Bonds, the “Existing Bonds”), new foreign currency convertible bonds to the holders of the Existing Bonds in exchange for the Existing Bonds, and

(ii) amend the terms of the outstanding Existing Bonds (to the extent not exchanged) including extension of the maturity and reduction of the rate of interest;

4. Issue of equity shares against conversion of a portion of the outstanding amounts due to the Lenders.

The results of these Postal Ballots conducted during the year are given in Corporate Governance Report.

REPORT ON CORPORATE GOVERNANCE

The Corporate Governance Report is appended herewith as Annexure I to this Report.

EXTRACT OF ANNUAL RETURN

In terms of the requirements of Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in the prescribed form MGT- 9 is attached herewith as Annexure II and forms part of this Report.

CAPITAL

a) Preference Capital:

The Company has not allotted any preference shares during the year and therefore as on March 31, 2016, the preference share capital remains unchanged at 65,00,00,000/- (13,00,00,000 Preference Shares of 5/- each). All the preference shares are held by IDBI Trusteeship Services Limited (ICICI Strategic Investments Fund). However, in terms of Debt Realignment Scheme (DRS), consent from IDBI Trusteeship Services Limited (ICICI Strategic Investments Fund), existing preference shareholder, was received to extend the tenure of existing Preference Shares upto March 15, 2026.

b) Increase in Authorised Capital:

In order to issue additional share capital as required under DRS, it was felt necessary to increase the authorized share capital of the Company. Pursuant to the approval of the Members, obtained through Postal Ballot dated March 18, 2016, the authorized share capital of the Company was increased from 1200 Crores (Rupees One Thousand Two Hundred Crores only) divided into 110,00,00,000 (One Hundred and Ten Crore) equity shares of 10/- each and 20,00,00,000 (Twenty Crore) preference shares of 5/- each to 2955 Crores (Rupees Two Thousand Nine Hundred Fifty Five Crores only) divided into 200 Crore (Two Hundred Crore) equity shares of 10/- each, 20 Crore (Twenty Crore) preference shares of 5/- each (called Class A Preference Shares), 150 Crore (One Hundred Fifty Crore) preference shares of 5/- each (called Class B Preference Shares) and 105 Crore (One Hundred Five Crore) preference shares of 1/- each (called Class C Preference Shares).

Pursuant to approval of the Members obtained through Postal Ballot dated May 13, 2016, the authorized share capital of the Company was further increased to 3,155 Crores (Rupees Three Thousand One Hundred Fifty Five Crores only) divided into 220 Crore (Two Hundred Twenty Crore) equity shares of 10/- each, 20 Crore (Twenty Crore) preference shares of 5/- each (called Class A Preference Shares), 150 Crore (One Hundred Fifty Crore) preference shares of 5/- each (called Class B Preference Shares) and 105 Crore (One Hundred Five Crore) preference shares of 1/- each (called Class C Preference Shares).

c) Paid-up Equity Capital:

1) ESOS allotments:

The Company has not allotted any shares under the Employees Stock Option Schemes (ESOS) during the year.

2) Allotments against conversion of Foreign Currency Convertible Bonds (FCCBs):

During the year, the Company had received conversion notices from FCCB holders against which 2,00,82,363 Equity Shares of face value of 10/- each were allotted by the Company at a premium of 6.50/- per share.

3) Allotments of Equity Shares under the Corporate Debt Restructuring (CDR) Package:

On October 7, 2015, 1,69,70,618 Equity Shares of face value of 10/- each at a premium of 9.74/- per Equity Share were allotted to a CDR Lender as agreed under the CDR Package.

As a result of the aforesaid allotments, the paid-up equity share capital of the Company stands at 6,40,80,39,280 as on March 31, 2016.

The Company has neither issued equity shares with differential rights as to dividend, voting or otherwise nor any shares (including sweat equity shares) to the employees of the Company under any Scheme.

EMPLOYEES STOCK OPTION SCHEMES

As per SEBI Circular (CIR/CFD/POLICY CELL/2/2015) dated June 16, 2015 relating to requirements specified under the SEBI (Share Based Employee Benefits) Regulations 2014, details of the Employee Stock Option Schemes (ESOS) of the Company are given in Annexure III to this Report.

PUBLIC DEPOSITS

During the year, the Company has not invited/accepted any deposit under Section 73 of the Act.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year, Mr. Charanjit Attra (DIN- 05323757) resigned as Executive Director- New Business Initiatives, Strategy and Finance with effect from May 28, 2015 in order to pursue opportunities in other professional areas.

Further, on July 28, 2015, Ms. Sarojini Dikhale (DIN: 02755309), a representative of LIC, was appointed as an Additional Director and her appointment as Independent Director for a period of 5 years was further approved by Members at the Annual General Meeting (AGM) held on September 23, 2015. Later, vide approval from the Board of Directors at their Meeting held on October 23, 2015, her designation was changed from Non-Executive Independent Director to Non-Executive Director, liable to retire by rotation with immediate effect.

At the AGM held on September 23, 2015, the Members approved appointment of Dr. Shashank Desai (DIN-00143638) and Mr. Ashok Shah (DIN-01194846) as Independent Directors for a period of 5 years effective September 23, 2015 and October 1, 2015 respectively. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They had submitted a declaration that each one of them meets the criteria of independence as provided under Section 149 (6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director.

Mr. Hoshang N. Sinor (DIN- 00074905), who was on the Board for over 12 years, retired as Chairman of the Board of Directors of the Company after completion of his term as an Independent Director on September 30, 2015. On October 21, 2015, Mr. K. M. Jayarao (DIN- 01077289) resigned as Nominee Director due to withdrawal of nomination by ICICI Bank Limited.

Further, on May 18, 2016, Mr. Padmanabhan Iyer (DIN- 05282942) was appointed as an Executive Director for a period of 3 years. Later, on June 7, 2016, Mr. Madhivanan Balakrishnan (DIN- 01426902) resigned as Managing Director & Global CEO of the Company. Pursuant to resignation of Mr. Madhivanan, Mr. Padmanabhan Iyer was designated as the Chief Executive Officer of the Company.

Thereafter, Mr. Padmanabhan Iyer was appointed as Managing Director & Global CEO for 5 years effective August 11,2016.

During the year, Mr. Ninad Kelkar resigned as Company Secretary and Compliance Officer of the Company effective the close of business hours on January 11, 2016. Later, Mr. Rajeev Limaye was appointed as Company Secretary and Compliance Officer of the Company effective July 5, 2016.

The Directors place on record their sincere appreciation towards services rendered by Mr. Hoshang N. Sinor, Mr. Charanjit Attra, Mr. K. M. Jayarao and Mr. Madhivanan Balakrishnan during their respective tenures as Directors of the Company.

As on the date of this Report, the Board of the Company consists of 5 Directors, out of which two are Independent Directors, one is Nominee Director, one is Non-Executive Director and one is Executive Director.

None of the Independent Directors have had any pecuniary relationship or transactions with the Company during Financial Year 2015-16, except to the extent of their directorship. None of the Directors or KMP of the Company is related inter-se.

Seven meetings of the Board of Directors were held during the year. The details of the same are given on page no. 12 of the Annual Report.

Policies as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") mandated all Listed Companies to formulate certain policies. The Company has formulated all such policies, the list of which is given below:

• Whistle Blower Policy;

• Policy relating to Remuneration of Directors, Key Managerial Personnel and other Key Employees;

• Corporate Social Responsibility Policy;

• Policy for determining Material Subsidiaries;

• Policy on materiality of related party transactions and dealing with Related Party Transactions;

• Policy for Board Diversity and

• Policy for Preservation of Documents.

Performance Evaluation of the Board of Directors

In terms of the provisions of the Act and SEBI LODR, your Company has laid down criteria for performance evaluation of Directors and Chairman of the Board and also the evaluation process for the same. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Companys policy relating to appointment and remuneration of Directors, KMPs and other employees, including criteria for determining qualifications, positive attributes and independence of a director are covered under the Corporate Governance Report, which forms a part of this Report.

It is a practice of the Board of Directors to annually evaluate its own performance and that of its committees and individual directors. Accordingly, the performances of the members of the Board as a whole and of individual Directors were evaluated at the meeting of the Committee of the Independent Directors and the Board of Directors held on August 11, 2016.

Familiarization Programme for Independent Directors

As per provisions of SEBI LODR and the Act, the Company has formulated Familiarization Programme for Independent Directors. At the time of appointment of an Independent Director, the Company issues a formal letter of appointment to an Independent Director outlining his/her role, function, duties, responsibilities, etc. The terms and conditions for appointment of Independent Directors are also available on the website of the Company.

COMMITTEES

As on date of this Report, the Board has four committees-

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Corporate Social Responsibility Committee

The Company also has an internal committee comprising of the Head-HR and the Compliance Officer of the Company to address the functioning of the vigil mechanism as mandated by the Act and assist the Audit Committee thereunder.

The detailed information regarding the committees of the Board, including composition of the Audit Committee, has been given in the Corporate Governance Report which forms an integral part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and Accounting Standard (AS) 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements presented by the Company include the financial results of its subsidiary companies, associates and joint ventures and form part of the Annual Report.

AUDITORS

M/s. Lodha & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company at the AGM held on September 16, 2014 till the conclusion of the Twenty Fourth AGM of the Company to be held in the year 2017. As per the provisions of Section 139 of the Act, the appointment of Auditor is subject to ratification by members at every AGM. Accordingly, the ratification of the appointment of Auditor has been taken up as an item in the Notice of the forthcoming AGM for the approval of Members.

CONSERVATION OF ENERGY

Although the operations of the Company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence are not provided.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. During the year, your Company has taken the following technology initiatives:

• Certification for Information Security Management System based on the ISO 27001:2013 standard.;

• Strengthened its IPRs through technology innovation and appropriate security controls;

• Improved utilization and delivery productivity by use of LEAN IT techniques for project delivery and

• Partnerships with major technology providers and publishers for win-win relationships and go-to-market strategies. RESEARCH AND DEVELOPMENT (R & D)

The solutions offered by the Company for various market segments are continuously developed and upgraded through the Global Development Centers (GDCs).

The GDCs function as the product research and development arm of the Company and focus on developing and expanding the Companys products and IPRs. Besides this, the Company is also in the process of upgrading its varied product lines to standard and latest technological platforms.

With a focus to further enhance the Companys software products, i.e. its Intellectual Property, based on market needs, the GDCs work in line with the Companys strategy for growth.

Expenditure on R & D

Rs. in Crores
Particulars 2015-16 2014-15
Revenue Expenditure 2.28 5.83
Capital Expenditure - -
Total 2.28 5.83
Total R&D expenditure as a percentage of total standalone revenue 0.61% 1.44%

QUALITY

The Company is committed to providing innovative and high quality products and services that meet or exceed customer expectations.

This includes-

• Maintaining a quality focus on continuous improvement to our Products, Process and Services and

• Process adherence and governance ensuring lower defect & On Time delivery

The Companys Quality Management System (QMS) addresses process required for entire Software Development Cycle (SDLC) and Project Management Life Cycle (PMLC) supported with industry standard templates and guidelines to ensure disciplined project execution, thereby transforming business from taking corrective & preventive measures to the state of predicting outcomes. This framework is designed based on the CMMi process framework to enhance productivity and to reduce inefficiencies.

The Company has achieved CMMi Level 3 certification and is also in the process of achieving CMMi Level 5 certification to meet the Companys commitment towards quality & business process.

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

More than 14.58% of the revenue of the Company is derived from exports.

b) Foreign Export earnings and expenditure

During the year 2015-16, the expenditure in foreign currencies amounted to 19.70 crores on account of cost of outsourced services and bought out items, travelling and other expenses and interest (excluding expenditure incurred by Dubai Branch). During the same period, the Company earned an amount equivalent to 48.14 crores in foreign currencies as income from its operations abroad (excluding income from Dubai Branch) and 39.84 crores in foreign currencies as income from dividend from 3i Infotech (UK) Limited.

PERSONNEL

The Company has continued to improve the quality of its Human Resources. The key facet has been better levels of productivity as compared to earlier years which has contributed in operating financial parameters showing a strong uplift. Regular interactions and career enhancements by way of bigger roles to talented employees have helped in strengthening the confidence of the employees in the tough financial scenario of the Company. The talent pipeline is looking healthy though attrition and retention remains a challenge for the industry and more so for the Company.

Your Company will continue to focus and build the human potential which would help in improving operating parameters in the coming years.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in a separate annexure forming part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members. In terms of Section 136, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure IV.

Prevention of Sexual Harassment at Workplace

The Company has in place a Policy aiming at prevention of Sexual Harassment at all Companys workplaces in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. An internal Complaint Committee has been set up in the Company to consider and redress complaints received with respect to sexual harassment. During the year under review, the Complaint Committee has not received any grievances or complaints of the nature covered under the said Act.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

3i Infotech website talks about CSR activities undertaken through 3i Infotech Foundation.

Owing to the losses incurred during the year, the Company has not been able to contribute monetarily towards CSR activities. However, the Company has taken many initiatives to sensitise and encourage its employees to participate in CSR activities at an individual level in order to keep alive in them the noble spirit of giving back to the society.

The Company has reaffirmed its concurrence with the concept of CSR through formulation of a specific policy on CSR and constitution of a CSR Committee, details of which are covered under the Corporate Governance Report.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The Auditors Report and Secretarial Audit Report do not contain any qualifications, reservations or adverse remarks.

DISCLOSURE REQUIREMENTS

Disclosures required under Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are shown under the Corporate Governance Report (CGR). The CGR along with auditors certificate thereon and the Management Discussion and Analysis form part of this Report.

FUTURE OUTLOOK

The Company will continue to technologically upgrade its products and concentrate on the Software Products, IT Services and IT enabled Services for its growth. The business outlook and the initiatives proposed by the management to address its financial risks have been discussed in detail in the Management Discussion and Analysis which forms a part of this Report.

FORWARD LOOKING STATEMENTS

This Report along with its annexures and Management Discussion & Analysis contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words anticipate, believe, estimate, expect, intend, will and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward looking statements. The Company undertakes no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the loss of the Company for the financial year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

Based on the reviews of internal, statutory and secretarial auditors, external consultants, the management and respective committees of the Board, the Board is of the opinion that the Companys system of internal financial controls was adequate and the operating effectiveness of such controls was satisfactory during the financial year 2015-16.

ACKNOWLEDGEMENTS

The Directors are thankful to the Members for their confidence and continued support. The Directors are grateful to the Central and State Government, Stock Exchanges, Securities & Exchange Board of India, Reserve Bank of India, Customs and other government authorities, Lenders, CDR Cell, FCCB holders and last but not the least, its trusted clients for their continued support.

The Directors would like to express their gratitude for the unstinted support and guidance received from alliance partners and vendors.

The Directors would also like to express their sincere thanks and appreciation to all the employees for their commendable team work and professionalism.

For and on behalf of the Board
Ashok Shah Padmanabhan Iyer
October 21, 2016 at Navi Mumbai Chairman Managing Director & Global CEO