Nexxoft Infotel Limited Directors Report

To

The Members

We have pleasure in presenting the 22^nd Annual Report with Audited Statements of Accounts for the year ended 31^st March 2013.

FINANCIAL HIGHLIGHTS FOR THE YEAR 2012-13:

Rupees in Lakhs

Particulars	2012-13	2011-12
Income
-Software Development Services	1567.05	2928.10
-Other Income	Nil	Nil
Total Income	1567.05	2928.10
Expenditure	1064.38	2168.32
Depreciation	971.20	1196.23
Profit before the Tax	(551.06)	(915.44)
Less: Provision for tax (including	438.79	(57.72)
fringe benefit tax and deferred tax )
Profit! (Loss) after Tax	(112.26)	(973.16)

OPERATIONS:

The Ministry of Corporate Affairs (MCA) vide notification no. S.O. 447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31^st March, 2013 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous years figures have been reclassified/ regrouped to conform to this years classification.

The Company has recorded a turnover of Rs. 2928.10 lakhs and loss of Rs. 973.16 Lakhs in the current year against the turnover of Rs 8851.21 lakhs and loss of Rs. 257.08 Lakhs in the previous financial year ending 31.03.2013.

DIVIDEND:

Keeping the Companys expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

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

LISTING:

The equity shares of your company are listed on Bombay Stock Exchange.

CAPITAL OF THE COMPANY:

Authorized capital of the company stands at Rs. 370,000,000 divided into 37000000 equity shares of Rs. 10/- each. Paid up capital of the company stands at Rs.272,260,500 divided into 27,226,050 equity shares of Rs. 10/- each.

INSURANCE:

The companys properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. Ganesh Rao retires by rotation and being eligible, offers himself for reappointment at this ensuing Annual General Meeting. Your Directors recommend his reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

iv) That the director had prepared the annual accounts on the going concern basis.

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

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

A. Conservation of Energy:

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

B. Technology Absorption:
1. Research and Development (R&D)	NIL
2. Technology absorption, adoption and innovation	NIL
C. Foreign Exchange arnings and Out Go:
Foreign Exchange Earnings	NIL
Foreign Exchange Outgo	NIL

PARTICULARS OF EMPLOYEES:

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

CODE OF CONDUCT:

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

AUDITORS:

Your directors propose reappointment of M/s. MM Reddy & Co, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

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

MANAGEMENT DISCUSSION AND ANALYSIS:

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

ACKNOWLEDGEMENTS

Your directors would like tc express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.